UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (mark one) |X| Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended December 1, 2001 OR |_| Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from ____________ to ____________ Commission file number: 000-04892 CAL-MAINE FOODS, INC. (Exact name of registrant as specified in its charter) Delaware 64-0500378 (State or other Jurisdiction of (I.R.S. Employer Identification No.) Incorporation or Organization) 3320 Woodrow Wilson Avenue, Jackson, Mississippi 39209 (Address of principal executive offices) (Zip Code) (601) 948-6813 (Registrant's telephone number, including area code) Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No_____ Number of shares outstanding of each of the issuer's classes of common stock (exclusive of treasury shares), as of December 29, 2001. Common Stock, $0.01 par value 10,564,388 shares Class A Common Stock, $0.01 par value 1,200,000 shares
CAL-MAINE FOODS, INC. INDEX Page Part I. Financial Information Number Item 1. Condensed Consolidated Financial Statements Condensed Consolidated Balance Sheets - December 1, 2001(unaudited) and June 2, 2001 3 Condensed Consolidated Statements of Operations - Three Months and Six Months Ended December 1, 2001(unaudited) and December 2, 2000 (unaudited) 4 Condensed Consolidated Statements of Cash Flows - Six Months Ended December 1, 2001(unaudited) and December 2, 2000(unaudited) 5 Notes to Condensed Consolidated Financial Statements 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 7 Item 3. Quantitative and Qualitative Disclosures of Market Risk 11 Part II. Other Information Item 6. Exhibits and Reports on Form 8-K 12 Signatures 13 2
PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS <TABLE> CAL-MAINE FOODS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands, except share amounts) <CAPTION> December 1, 2001 June 2, 2001 ---------------- ------------- (unaudited) (Note 1) ASSETS Current assets: <S> <C> <C> Cash and cash equivalents $ 6,917 $ 13,129 Trade and other receivables 23,335 16,017 Inventories 48,905 47,122 Prepaid expenses and other current assets 585 569 --------- --------- Total current assets 79,742 76,837 Notes receivable and investments 7,433 7,673 Goodwill 3,147 3,147 Other assets 2,098 2,447 Property, plant and equipment 255,045 248,297 Less accumulated depreciation (110,193) (103,649) --------- --------- 144,852 144,648 --------- --------- TOTAL ASSETS $ 237,272 $ 234,752 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Notes payable to banks $ 7,500 $ -- Accounts payable and accrued expenses 33,046 29,492 Current maturities of long-term debt 8,375 7,184 Current deferred income taxes 11,775 11,775 --------- --------- Total current liabilities 60,696 48,451 Long-term debt, less current maturities 114,923 111,156 Deferred expenses 1,450 1,450 Deferred income taxes 3,034 7,499 --------- --------- Total liabilities 180,103 168,556 Stockholders' equity: Common stock $0.01 par value per share: Authorized shares - 30,000,000 Issued and outstanding shares - 17,565,200 at December 1, 2001 and June 2, 2001 176 176 Class A common stock $0.01 par value: authorized, issued and outstanding 1,200,000 shares 12 12 Paid-in capital 18,784 18,784 Retained earnings 51,296 59,752 Common stock in treasury - 7,000,812 shares at December 1, 2001 and 6,863,512 shares at June 2, 2001 (13,099) (12,528) --------- --------- Total stockholders' equity 57,169 66,196 --------- --------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 237,272 $ 234,752 ========= ========= </TABLE> See notes to condensed consolidated financial statements. 3
<TABLE> CAL-MAINE FOODS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share amounts) UNAUDITED <CAPTION> 13 Weeks Ended 26 Weeks Ended December 1, 2001 December 2, 2000 December 1, 2001 December 2, 2000 ---------------- ---------------- ---------------- ---------------- <S> <C> <C> <C> <C> Net sales $ 83,759 $ 92,589 $ 156,187 $ 168,107 Cost of sales 74,365 74,293 144,096 141,943 --------- --------- --------- --------- Gross profit 9,394 18,296 12,091 26,164 Selling, general and administrative 10,455 10,438 20,469 20,550 --------- --------- --------- --------- Operating income (loss) (1,061) 7,858 (8,378) 5,614 Other income (expense): Interest expense, net (2,255) (2,317) (4,321) (4,471) Other 125 1,060 7 1,383 --------- --------- --------- --------- (2,130) (1,257) (4,314) (3,088) --------- --------- --------- --------- Income (loss) before income taxes (3,191) 6,601 (12,692) 2,526 Income tax expense (benefit) (1,132) 2,375 (4,533) 922 --------- --------- --------- --------- NET INCOME (LOSS) $ (2,059) $ 4,226 $ (8,159) $ 1,604 ========= ========= ========= ========= Net income (loss) per common share: Basic $ (.18) $ .35 $ (.69) $ .13 ========= ========= ========= ========= Diluted $ (.18) $ .35 $ (.69) $ .13 ========= ========= ========= ========= Weighted average shares outstanding: Basic 11,765 12,114 11,821 12,153 ========= ========= ========= ========= Diluted 11,765 12,122 11,821 12,190 ========= ========= ========= ========= </TABLE> See notes to condensed consolidated financial statements. 4
<TABLE> CAL-MAINE FOODS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) UNAUDITED <CAPTION> 26 Weeks Ended December 1, 2001 December 2, 2000 ---------------- ---------------- <S> <C> <C> Cash flows provided by (used in) operating activities $ (9,057) $ 8,172 Cash flows from investing activities: Purchases of property, plant and equipment (4,633) (1,262) Construction of production facilities (4,579) (5,032) Payments received on notes receivable and from investments 94 498 Increase in note receivable, investments and other assets 0 (3,488) Net proceeds from sale of property, plant and equipment 373 543 -------- -------- Net cash used in investing activities (8,745) (8,741) Cash flows from financing activities: Net borrowings on notes payable to banks 7,500 2,500 Long-term borrowings 8,600 2,916 Principal payments on long-term debt and capital leases (3,642) (3,334) Purchases of common stock for treasury (571) (673) Payment of dividends (297) (291) -------- -------- Net cash provided by financing activities 11,590 1,118 -------- -------- Increase (decrease) in cash and cash equivalents (6,212) 549 Cash and cash equivalents at beginning of period 13,129 6,541 -------- -------- Cash and cash equivalents at end of period $ 6,917 $ 7,090 ======== ======== </TABLE> See notes to condensed consolidated financial statements. 5
CAL-MAINE FOODS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (in thousands, except share amounts) December 1, 2001 (unaudited) 1. Presentation of Interim Information The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management , all adjustments (consisting of normal occurring accruals) considered necessary for a fair presentation have been included. Operating results for the three-month and six-month periods ended December 1, 2001 are not necessarily indicative of the results that may be expected for the year ending June 1, 2002. The balance sheet at June 2, 2001 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. For further information, refer to the consolidated financial statements and footnotes thereto included in Cal-Maine Foods, Inc.'s annual report on Form 10-K for the fiscal year ended June 2, 2001. 2. Inventories Inventories consisted of the following: December 1, 2001 June 2, 2001 ------------------ ----------------- Flocks $ 32,280 $ 31,920 Eggs 3,765 3,149 Feed and supplies 10,049 9,459 Livestock 2,811 2,594 ------------------ ----------------- $ 48,905 $ 47,122 ================== ================= 3. Goodwill The Company adopted Statement of Financial Accounting Standards ("SFAS") No. 142, Goodwill and Other Intangible Assets, effective June 3, 2001. Under SFAS No. 142, goodwill is no longer amortized but reviewed for impairment annually, or more frequently if certain indicators arise. No impairment loss resulted from the transitional impairment test completed during the quarter ended December 1, 2001. Had the Company been accounting for its goodwill under SFAS No. 142 for all periods presented, the Company's net income (loss) and income (loss) per share would have been as follows: <TABLE> <CAPTION> Thirteen Weeks Ended Twenty-six Weeks Ended December 1 December 2 December 1 December 2 2001 2000 2001 2000 ---------- ---------- ---------- ---------- <S> <C> <C> <C> <C> Reported net income (loss) $ (2,059) $ 4,226 $ (8,159) $ 1,604 Add back goodwill amortization, net of tax -- 39 -- 78 --------- --------- --------- --------- Pro forma adjusted net income (loss) $ (2,059) $ 4,265 $ (8,159) $ 1,682 ========= ========= ========= ========= Basic and diluted net income(loss) per share: Reported net income (loss) $ (.18) $ .35 $ (.69) $ .13 Goodwill amortization, net of tax -- .00 -- .01 --------- --------- --------- --------- Pro forma adjusted basic and diluted net income (loss) per share $ (.18) $ .35 $ (.69) $ .14 ========= ========= ========= ========= </TABLE> 6
ITEM 2. MANAGEMENTS'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OVERVIEW The Company is primarily engaged in the production, cleaning, grading, packing, and sale of fresh shell eggs. The Company's fiscal year end is the Saturday closest to May 31. The Company's operations are fully integrated. It owns facilities to hatch chicks, grow pullets, manufacture feed, and produce, process, and distribute shell eggs. The Company currently is the largest producer and distributor of fresh shell eggs in the United States. The shell eggs account for 98% of the Company's net sales. The Company primarily markets its shell eggs in the southwestern, southeastern, mid-western and mid-Atlantic regions of the United States. Shell eggs are sold directly by the Company primarily to national and regional supermarket chains. The Company currently uses contract producers for approximately 16% of its total egg production. Contract producers operate under agreements with the Company for the use of their facilities in the production of shell eggs by layers owned by the Company, which owns the eggs produced. Also, shell eggs are purchased, as needed, from outside producers for resale by the Company. The Company's operating income or loss is significantly affected by wholesale shell egg market prices, which can fluctuate widely and are outside of the Company's control. Retail sales of shell eggs are greatest during the fall and winter months and lowest during the summer months. Prices for shell eggs fluctuate in response to seasonal factors and a natural increase in egg production during the spring and early summer. The Company's cost of production is materially affected by feed costs, which average about 60% of Cal-Maine's' total farm egg production cost. Changes in feed costs result in changes in the Company's cost of goods sold. The cost of feed ingredients is affected by a number of supply and demand factors such as crop production and weather, and other factors, such as the level of grain exports, over which the Company has little or no control. According to U.S. Department of Agriculture reports, the egg industry has placed approximately 5% more baby chicks during the first ten months of calendar 2001 than the prior year. This would indicate a larger national layer flock and increased egg production. The USDA reports for the month of November 2001 indicate that the industry is beginning to show some restraint. Chicks hatched were down 2% and hatching eggs in incubators were down 7% as compared to last year. Current egg demand is good for domestic use, but an increase in egg supply could put downward pressure on egg selling prices. Current agricultural grain prices are slightly lower than last year and commodity futures prices indicate that feed ingredient prices will continue to be somewhat lower than last year for the balance of the Company's fiscal year. 7
RESULTS OF OPERATIONS The following table sets forth, for the periods indicated, certain items from the Company's Condensed Consolidated Statements of Operations expressed as a percentage of net sales. <TABLE> <CAPTION> Percentage of Net Sales 13 Weeks Ended 26 Weeks Ended Dec. 1, 2001 Dec. 2, 2000 Dec. 1, 2001 Dec. 2, 2000 <S> <C> <C> <C> <C> Net sales 100.0% 100.0% 100.0% 100.0% Cost of sales 88.8 80.2 92.3 84.4 -------- -------- -------- -------- Gross profit 11.2 19.8 7.7 15.6 Selling, general & administrative 12.5 11.3 13.1 12.3 -------- -------- -------- -------- Operating income (loss) (1.3) 8.5 (5.4) 3.3 Other expense (2.5) (1.4) (2.7) (1.8) -------- -------- -------- -------- Income (loss) before taxes (3.8) 7.1 (8.1) 1.5 Income tax expense (benefit) (1.3) 2.6 (2.9) .5 -------- -------- -------- -------- Net income (loss) (2.5)% 4.5% (5.2)% 1.0% ======== ======== ======== ======== </TABLE> NET SALES Net sales for the second quarter of fiscal 2002 were $83.8 million, a decrease of $8.8 million, or 9.5% as compared to net sales of $92.6 million for the second quarter of fiscal 2001. Total dozens of eggs sold increased in the current quarter and egg selling prices decreased as compared with prices last year. Dozens sold for the current quarter were 142.7 million dozen, an increase of 5.6 million dozen, or 4.1% as compared to the second quarter of last year. Although demand for eggs is good, an increase in supply resulted in lower egg selling prices during the current quarter. The Company's net average selling price per dozen for the fiscal 2002 second quarter was $.557, compared to $.644 for the second quarter of last year, a decrease of 13.5%. Net sales for the twenty-six weeks ended December 1, 2001 were $156.2 million, a decrease of $11.9 million, or 7.1%. As in the current quarter, total dozens sold increased and net egg selling prices decreased. Dozens sold for the current twenty-six week period were 276.7 million as compared to 268.4 million for last fiscal year, an increase of 3.1%. As discussed above, unfavorable egg market conditions decreased egg selling prices. For the current twenty-six week period, the Company's net average selling price per dozen was $.532, compared to $.596 per dozen last year, a decrease of $.064 per dozen, or 10.7%. COST OF SALES Total cost of sales for the second quarter ended December 1, 2001 was $74.4 million, an increase of $72,000 as compared to the cost of sales of $74.3 million for last year's second quarter. The increase is due to increases in dozens sold and cost of feed ingredients. Dozens of eggs sold increased 5.6 million for the current quarter. The additional dozens sold were produced in the Company's facilities. The cost of eggs purchased from outside producers decreased due to lower egg market selling prices. Feed cost for the second quarter ended December 1, 2001 was $.198 per dozen, compared to last fiscal year's cost per dozen of $.194. The decrease in egg selling prices and increased feed ingredient costs resulted in a decrease in gross profit from 19.8% of net sales for the quarter ended December 2, 2000 to 11.2% of net sales for the current quarter ended December 1, 2001. 8
For the twenty-six week period ended December 1, 2001, total cost of sales was $144.1 million, an increase of $2.2 million, or 1.6%, as compared to the cost of sales of $141.9 million for last year. As in the quarter, the increase in cost of sales is the result of more dozens sold and a moderate increase in the cost of feed ingredients. Eggs sold increased 5.6 million dozen in the current year and were supplied by Company facilities. Feed cost for the current twenty-six weeks was $.196 per dozen, compared to $.191 per dozen for last year, an increase of 2.6 %. The decrease in egg selling prices and increased feed ingredient costs resulted in a decrease in gross profit from 15.6% of net sales for last year to 7.7% for the current fiscal year. SELLING, GENERAL AND ADMINISTRATIVE EXPENSES Selling, general and administrative expense for the second quarter ended December 1, 2001 was $10.5 million, an increase of $17,000 as compared to $10.4 million for last fiscal year's second quarter. On a cost per dozen sold basis, selling, general and administrative expense remained about the same, $.073 per dozen for the current quarter as compared to $.076 for last year. As a percent of net sales, selling, general and administrative expense increased from 11.3% for fiscal 2001 second quarter to 12.5% for the current quarter. For the twenty-six weeks ended December 1, 2001, selling, general and administrative expense was $20.5 million, a decrease of $81,000 as compared to $20.6 million for the same period last fiscal year. On a cost per dozen sold basis, selling, general and administrative expense is about the same, $.074 for the current twenty-six weeks and $.077 for last year. As a percent of net sales, selling, general and administrative expense has increased from 12.3% for fiscal 2001 to 13.1% for the current fiscal year. OPERATING INCOME (LOSS) As the result of the above, operating loss was $1.1 million for the second quarter ended December 1, 2001, as compared to an operating income of $7.9 million for last year's fiscal second quarter. As a percent of net sales, the current fiscal 2002 quarter had an 1.3% operating loss, compared to an 8.5% operating income for last year. For the twenty-six weeks ended December 1, 2001, operating loss was $8.4 million, compared to operating income of $5.6 million for last fiscal year. As a percent of net sales, the current fiscal period had a 5.4% operating loss, compared to a 3.3% operating income for last year. OTHER EXPENSE Other expense for the second quarter ended December 1, 2001 was $2.1 million, an increase of $873,000, as compared to $1.3 million for last year's second quarter. This net figure for the current quarter was the result of a decrease of $62,000 in net interest expense and an $935,000 decrease in other income. The decrease in other income for the current quarter resulted from decreased equity in income of affiliates and from a settlement of an insurance claim in fiscal 2000. As a percent of net sales, other expense was 2.5% for the current fiscal second quarter, compared to 1.4% last year. For the twenty-six weeks ended December 1, 2001, other expense was $4.3 million, an increase of $1.2 million as compared to an expense of $3.1 million for last year. For the current period, net interest expense decreased $150,000 and other income decreased $1.4 million. The decrease in other income resulted from decreased equity in income of affiliates and from a settlement of an insurance claim in fiscal 2000. As a percent of net sales, other expense was 2.7% for the current period, as compared to 1.8% for last year. INCOME TAXES As a result of the above, the Company's pre-tax loss was $3.2 million for the quarter ended December 1, 2001, compared to a pre-tax income of $6.6 million for last year's quarter. For the current quarter, an income tax benefit of $1.1 9
million was recorded with an effective tax rate of 35.5%, as compared to an income tax expense of $2.4 million with an effective rate of 36.0% for last year's comparable quarter. For the twenty-six week period ended December 1, 2001, the Company's pre-tax loss was $12.7 million, compared to pre-tax income of $2.5 million for last year. For the current twenty-six week period, an income tax benefit of $4.5 million was recorded with an effective tax rate of 35.7%, as compared to an income tax expense of $922,000 with an effective rate of 36.5% for last year's comparable period. NET INCOME (LOSS) Net loss for the second quarter ended December 1, 2001 was $2.1 million, or $.18 per basic share, compared to net income of $4.2 million, or $.35 per basic share for last fiscal year's second quarter. For the twenty-six week period ended December 1, 2001, net loss was $8.2 million, or $.69 per basic share, compared to last fiscal year's net income of $1.6 million, or $.13 per basic share. CAPITAL RESOURCES AND LIQUIDITY The Company's working capital at December 1, 2001 was $19.0 million compared to $28.4 million at June 2, 2001. The Company's current ratio was 1.31 at December 1, 2001 as compared with 1.59 at June 2, 2001. The Company's need for working capital generally is highest in the last and first fiscal quarters ending in May and August, respectively, when egg prices are normally at seasonal lows. Seasonal borrowing needs frequently are higher during these quarters than during other fiscal quarters. The Company has a $35.0 million line of credit with three banks of which $7.5 million was outstanding at December 1, 2001. The Company's long-term debt at December 1, 2001, including current maturities, amounted to $123.3 million, as compared to $118.3 million at June 2, 2001. For the twenty-six weeks ended December 1, 2001, $9.1 million in net cash was used in operating activities. This compares to $8.2 million that was provided by operating activities for the comparable period last fiscal year. In the current twenty-six week period, $4.6 million was used for purchases of property, plant and equipment, $373,000 net proceeds received from sales of property, plant and equipment, and $4.60 million used for construction projects. Net cash of $94,000 was received in payments on notes receivable. Approximately $571,000 was used for purchase of common stock for the treasury and $297,000 was used for payments of dividends on the common stock. Additional cash of $7.5 million was received on the notes payable to banks and, additional long-term borrowings of $8.6 million were received. Repayments of $3.6 million were made on long-term debt. The net result was a decrease in cash of approximately $6.2 million. For the comparable period last year, $1.3 million was used for purchases of property, plant and equipment, $500,000 net proceeds received from sales of property, plant and equipment, and $5.0 million used for construction projects. Net cash of $3.0 million was used for additions to notes receivable and investments. Approximately $678,000 was used for purchase of common stock for the treasury and $291,000 used for payments of dividends on the common stock. Additional cash of $2.5 million was received on the notes payable to banks and, additional long-term borrowings of $2.9 million were received. Repayments of $3.3 million were made on long-term debt. The net result was an increase in cash of approximately $549,000. Substantially all trade receivables and inventories collateralize the Company's line of credit, and property, plant and equipment collateralize the Company's long-term debt. The Company is required by certain provisions of these loan agreements to (1) maintain minimum levels of working capital and net worth; (2) limit dividends, capital expenditures, lease obligations and additional long-term borrowings; and (3) maintain various current and cash-flow coverage ratios, among other restrictions. At June 2, 2001, the Company did not meet certain of these provisions on its long-term debt agreements and obtained waivers of these requirements through fiscal 2002. As of December 1, 2001, the Company did not meet certain provisions of a loan agreement with a financial institution and received waivers from the institution. The Company is in 10
compliance with all loan agreements as waived or amended. Under certain of the loan agreements, the lenders have the option to require the prepayment of any outstanding borrowings in the event of a change in the control of the Company. In fiscal 2001, the Company began construction of a new shell egg production and processing facility in Guthrie, Kentucky, with completion of the facility expected in fiscal 2003. The total cost of the facility is approximately $18.0 million, of which $2.5 million was incurred through December 1, 2001. The Company has commitments from an insurance company to receive $10.0 million in long-term borrowings and from a leasing company to receive $7.5 million applicable to the Guthrie facility. Including the construction project, the Company has projected capital expenditures of $15.5 million fiscal 2002, which will be funded by cash flows from operations and additional long-term borrowings. As part of the Smith Farms purchase in September 1999, the Company completed construction of egg production and processing facilities in Searcy, Arkansas and Flatonia, Texas. The projects were funded by a leasing company. The Searcy facility was completed in the current fiscal first quarter at cost of approximately $20.0 million and the Flatonia facility was completed in the current fiscal second quarter at a cost of approximately $16.0 million. These facilities are leased with seven year terms and accounted for as operating leases. Impact of Recently Issued Accounting Standards. Effective June 3, 2001, the Company adopted Financial Accounting Standards No. 141, "Business Combinations" (SFAS No. 141). SFAS No. 141 eliminates the pooling-of-interests method of accounting for business combinations except for qualifying business combinations that were initiated prior to July 1, 2001. SFAS No. 141 also includes new criteria to recognize intangible assets separately from goodwill. The requirements of SFAS 141 are effective for any business combination accounted for by the purchase method that is completed after June 30, 2001. The Company also adopted Statement of Financial Accounting Standards No.142, "Goodwill and Other Intangible Assets"(SFAS No 142), effective June 3, 2001. Under SFAS No. 142, goodwill is no longer amortized but reviewed for impairment annually, or more frequently if certain indicators arise. The Company completed its transitional impairment test in the quarter ended December 1 ,2001 and no impairment loss resulted. Forward Looking Statements. The foregoing statements contain forward-looking statements, which involve risks, and uncertainties and the Company's actual experience may differ materially from that discussed above. Factors that may cause such a difference include, but are not limited to, those discussed in "Factors Affecting Future Performance" below, as well as future events that have the effect of reducing the Company's available cash balances, such as unanticipated operating losses or capital expenditures related to possible future acquisitions. Readers are cautioned not to place undue reliance on forward-looking statements, which reflect management's analysis only as the date hereof. The Company assumes no obligation to update forward-looking statements. See also the Company's reports to be filed from time to time with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934. Factors Affecting Future Performance. The Company's future operating results may be affected by various trends and factors beyond the Company's control. These include adverse changes in shell egg prices and in the grain markets. Accordingly, past trends should not be used to anticipate future results and trends. Further, the Company's prior performance should not be presumed to be an accurate indication of future performance. ITEM 3. QUANTATIVE AND QUALITATIVE DISCLOSURES OF MARKET RISK There have been no material changes in the market risk reported in the Company's fiscal 2001 annual report on Form 10-K. 11
PART II. OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K a. Exhibits None b. Reports on Form 8-K No current report on Form 8-K was filed by the Company covering an event during the second quarter of fiscal 2002. 12
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. CAL-MAINE FOODS, INC. (Registrant) Date: January 10, 2002 /s/ Fred Adams, Jr. -------------------------------------- Fred R. Adams, Jr. Chairman of the Board Chief Executive Officer (Principal Executive Officer) Date: January 10, 2002 /s/ Charles F. Collins -------------------------------------- Charles F. Collins Vice President/Controller (Principal Accounting Officer) 13