What changed in this filing

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Item 1. Financial Statements

2022-12-28 compared with 2022-09-27 · 236 added, 221 removed, 566 unchanged (45% of the section changed)

4 unchanged sentences

(In thousands, except for par value amounts)

August 27, 2022

November 26, 2022

Current assets:

13 unchanged sentences

Accounts payable and accrued expenses

Accrued income taxes payable

Dividends payable

13 unchanged sentences

Common stock in treasury at cost –

shares at August 27, 2022 and

at May 28, 2022

shares at November 26, 2022 and

shares at May 28, 2022

Total Cal-Maine Foods,

9 unchanged sentences

Thirteen Weeks

August 27, 2022

August 28, 2021

Twenty-six Weeks

November 26, 2022

November 27, 2021

November 26, 2022

November 27, 2021

Cost of sales

5 unchanged sentences

Royalty income

Equity income of unconsolidated entities

Equity income (loss) of unconsolidated

Total other income, net

2 unchanged sentences

Net income (loss)

Loss attributable to noncontrolling interest

Net income (loss) attributable to Cal-Maine Foods, Inc.

Loss attributable to noncontrolling

Net income (loss) attributable to Cal-Maine

Net income (loss) per common share:

8 unchanged sentences

Thirteen Weeks

August 27, 2022

August 28, 2021

Twenty-six Weeks

November 26, 2022

November 27, 2021

November 26, 2022

November 27, 2021

Net income (loss)

Other comprehensive income (loss), before tax:

Unrealized holding loss on available-for-sale securities, net of reclassification

Income tax benefit related to items of other comprehensive income

Other comprehensive income (loss), before

Unrealized holding loss on available-for-

sale securities, net of reclassification

Income tax benefit related to items of other

comprehensive income

Other comprehensive loss, net of tax

Comprehensive income (loss)

Comprehensive loss attributable to the noncontrolling interest

Comprehensive income (loss) attributable to Cal-Maine Foods, Inc.

Comprehensive loss attributable to the

noncontrolling interest

Comprehensive income (loss) attributable to

Cal-Maine Foods, Inc.

See Notes to Condensed Consolidated Financial Statements.

3 unchanged sentences

(In thousands)

Thirteen Weeks

August 27, 2022

August 28, 2021

Twenty-six Weeks

November 26, 2022

November 27, 2021

Cash flows from operating activities:

18 unchanged sentences

Principal payments on finance lease

Contributions

Net cash used in financing activities

11 unchanged sentences

in accordance with

the instructions

and Article 10

of Regulation S-X

the instructions to

Form 10-Q and

Article 10 of

Regulation S-X and

with generally

16 unchanged sentences

entire fiscal

The Company's fiscal

the Saturday closest

Each of the three-month

periods ended on

August 27, 2022

and August 28, 2021 included

The Company’s

the three-month

year-to-date periods

ended on November 26, 2022 and November 27, 2021 included

, respectively.

Use of Estimates

19 unchanged sentences

securities are carried at

with unrealized

losses reported

of stockholders’

the rating of

its debt securities

agencies and economic

conditions to assess

any expected credit

losses through

the allowance

losses, limited

to the amount

that fair value

was less than

the amortized

comprehensive

income for the period is presented as a component of stockholders' equity

separately from retained earnings and additional paid-

conditions to assess and record any expected credit

losses through the allowance for credit losses, limited to the amount

available-for-sale

identification

Gains and losses are recognized in other income

(expenses) as Other, net in the Company's

Condensed Consolidated Statements

determined by

identification method.

recognized in

(expenses) as

the Company’s

Condensed Consolidated

Statements of

Investments in

are classified

term assets” in the Company’s Condensed

Consolidated Balance Sheets.

Trade Receivables

Trade receivables

are stated at

their carrying

values, which

include a reserve

for credit losses.

respectively.

carrying values,

which include

2022, reserves

thousand, respectively.

extends credit

customers based on

6 unchanged sentences

other forward-looking factors.

Dividends Payable

accrue dividends at

each quarter according

to the Company’s

dividend policy adopted

of Directors.

pays a dividend

to shareholders

of its Common

Class A Common

a quarterly basis

Company reports

attributable to

Cal-Maine Foods,

in accordance

equal to one-third

quarterly income.

shareholders of record

as of the 60th

following the

of such quarter,

the fourth fiscal

fourth quarter,

pays dividends

to shareholders of record on the 65th day after the

Dividends are payable on the 15th day

following the record date.

Following a quarter for which the Company does not report net income

attributable to Cal-Maine Foods, Inc., the Company will

not pay a dividend

for a subsequent profitable

quarter until the Company

is profitable on a

cumulative basis computed

date of the most recent quarter for which a dividend was paid.

Immaterial Error Correction

22 unchanged sentences

ended February 26, 2022.

2022 as a reduction of Net Sales and Cost of Sales in the accompanying Condensed

Consolidated Statements of Operations.

we have reflected

the correction of

the immaterial error

in fiscal 2022

as a reduction

Net Sales and Cost of Sales in the accompanying Condensed Consolidated

Statements of Operations.

New Accounting Pronouncements and Policies

No new accounting pronouncement issued or effective

during the fiscal year had or is expected to have a material

impact on our

during the fiscal year had or is expected to have a material impact on

Consolidated Financial Statements.

1 unchanged sentence

The following represents the Company’s

investment securities as of August 27, 2022 and May 28, 2022 (in

August 27, 2022

investment securities as of November 26, 2022 and May 28, 2022

(in thousands):

November 26, 2022

Municipal bonds

1 unchanged sentence

Corporate bonds

Certificates of deposits

US government and agency obligations

21 unchanged sentences

million during

ended November

respectively.

August 27, 2022

and August 28,

thousand and $

thousand, respectively.

Gross realized

losses for the thirteen

respectively.

for credit losses at August 27, 2022 and May 28, 2022.

allowances for credit losses at November 26, 2022 and May 28, 2022.

Actual maturities

5 unchanged sentences

without penalties.

Contractual maturities of current investments at August

Contractual maturities of current investments at November

26, 2022 are as follows (in thousands):

1 unchanged sentence

Within one year

sales of noncurrent

investment securities during

the thirteen weeks

ended August 27,

sales of noncurrent investment

securities during the twenty-six

weeks ended November

Proceeds from

and maturities of noncurrent

investment securities were $

thousand during the thirteen

weeks ended August 28, 2021.

realized gains for

the thirteen weeks

ended August 28, 2021

realized losses for

weeks ended August 28, 2021.

sales and maturities

of noncurrent

investment securities

thousand during

the twenty-six

weeks ended November

ended November

losses for the twenty-six weeks ended November 27, 2021.

Note 3 - Fair Value

34 unchanged sentences

on a Recurring Basis

liabilities measured at fair value on a recurring basis as of August 27, 2022 and May 28,

liabilities measured at fair value on a recurring basis as of November 26, 2022 and May

28, 2022 (in thousands):

August 27, 2022

November 26, 2022

Municipal bonds

1 unchanged sentence

Corporate bonds

Certificates of deposits

US government and agency obligations

18 unchanged sentences

Note 4 - Inventories

Inventories consisted of the following as of August 27, 2022 and May 28,

2022 (in thousands):

August 27, 2022

Inventories consisted of the following as of November 26, 2022

and May 28, 2022 (in thousands):

November 26, 2022

Flocks, net of amortization

1 unchanged sentence

Feed and supplies

breeders (male

chickens used

production flocks).

27, 2022 and May

28, 2022 consisted of

approximately

million pullets and breeders

2022 consisted

of approximately

million pullets

million layers, respectively.

Note 5 - Accrued Dividends Payable and Dividends per Common

accrue dividends at

each quarter according

to the Company’s

dividend policy adopted

of Directors.

pays a dividend

to shareholders

of its Common

Class A Common

a quarterly basis

Company reports

attributable to

Cal-Maine Foods,

in accordance

equal to one-third

quarterly income.

shareholders of record

as of the 60th

following the

of such quarter,

the fourth fiscal

the fourth quarter,

pays dividends

to shareholders of record on the 65th day after the

Dividends are payable on the 15th day following

the record date.

Following a quarter for which the Company does not report net income

attributable to Cal-Maine Foods, Inc., the Company will

not pay a dividend

for a subsequent profitable

quarter until the Company

is profitable on a cumulative

basis computed from the

date of the most recent quarter for which a dividend was paid.

For the first

quarter of fiscal 2023, we will pay a cash dividend of

approximately $

per share to holders of our Common Stock and Class A Common Stock.

Condensed Consolidated

Statements of

Operations, we

determine dividends

accordance with

computation in the following table (in thousands, except per share data):

Thirteen Weeks

August 27, 2022

August 28, 2021

Net income (loss) attributable to Cal-Maine Foods, Inc.

Cumulative loss to be recovered prior to payment of divided at beginning of period

Net income available for dividend

1/3 of net income attributable to Cal-Maine Foods, Inc.

available for dividend

Common stock outstanding (shares)

Class A common stock outstanding (shares)

Total common stock

outstanding (shares)

Dividends per common share*

outstanding (shares).

Note 5 - Equity

The following reflects equity activity for the thirteen weeks ended

August 27, 2022 and August 28, 2021 (in thousands):

The following reflects

equity activity for

the thirteen and

twenty-six weeks ended

November 26, 2022

and November 27,

(in thousands):

Thirteen Weeks

Ended August 27, 2022

Ended November 26, 2022

Cal-Maine Foods, Inc.

Noncontrolling

Balance at May 28,

Balance at August

Other comprehensive

2 unchanged sentences

plan transactions

Class A common

Net income (loss)

Balance at August

Balance at November

Thirteen Weeks

Ended August 28, 2021

Ended November 27, 2021

Cal-Maine Foods, Inc.

Balance at May 29, 2021

Other comprehensive loss, net of tax

Stock compensation plan transactions

Noncontrolling

Balance at August

Other comprehensive

loss, net of tax

Stock compensation

plan transactions

Contributions

Net income (loss)

November 27, 2021

Twenty-six Weeks

Ended November 26, 2022

Cal-Maine Foods, Inc.

Noncontrolling

Balance at May 28,

Other comprehensive

loss, net of tax

Stock compensation

plan transactions

Class A common

Net income (loss)

November 26, 2022

Twenty-six Weeks

Ended November 27, 2021

Cal-Maine Foods, Inc.

Noncontrolling

Balance at May 29,

Other comprehensive

loss, net of tax

Stock compensation

plan transactions

Contributions

Balance at November

Note 6 - Net Income (Loss) per Common Share

5 unchanged sentences

shares outstanding

relevant period adjusted

relevant period

of share-based

quarter of fiscal 2022.

twenty-six weeks of fiscal 2022.

These shares were not included in the diluted net

3 unchanged sentences

Thirteen Weeks

August 27, 2022

August 28, 2021

Twenty-six Weeks

Net income (loss)

Loss attributable to noncontrolling interest

Net income (loss) attributable to Cal-Maine Foods, Inc.

Loss attributable to noncontrolling

Net income (loss) attributable to Cal-

Maine Foods, Inc.

Weighted-average

common shares outstanding, basic

common shares

outstanding, basic

Effect of dilutive restricted shares

Weighted-average

common shares outstanding, diluted

Net income (loss) per common share attributable to Cal-Maine Foods,

common shares

outstanding, diluted

Net income (loss) per common share

attributable to Cal-Maine Foods, Inc.

Note 7 – Revenue from Contracts with Customers

49 unchanged sentences

Thirteen Weeks

August 27, 2022

August 28, 2021

Twenty-six Weeks

November 26, 2022

November 27, 2021

November 26, 2022

November 27, 2021

Conventional shell egg sales

5 unchanged sentences

the amortization

contract life

contract assets is immaterial.

and is amortized

over the contract

reduction in net

November 26, 2022

2022, the balance

contract assets was immaterial.

Contract Balances

1 unchanged sentence

generally less than 30 days from delivery.

There are rarely contract assets or liabilities related to performance under the

There are rarely contract assets or liabilities related to performance under

the contract.

Note 8 - Stock Based Compensation

Total stock-based

compensation expense was $

million for the thirteen weeks ended August 27, 2022 and August 28, 2021.

stock-based compensation

the twenty-six

stock outstanding

Restated 2012 Omnibus Long-Term

Incentive Plan at August 27, 2022 of $

million will be recorded over a weighted average

Supplementary

average period of

Refer to Part

Notes to Consolidated

Financial Statements and

Supplementary Data, Note

Stock Compensation Plans in our 2022 Annual Report for further information

1 unchanged sentence

The Company’s restricted share activity

for the thirteen weeks ended August 27, 2022 follows:

for the twenty-six weeks ended November 26, 2022 follows:

Average Grant

1 unchanged sentence

Outstanding, May 28, 2022

Outstanding, August 27, 2022

Note 10 – Income Taxes

million which reflects

%, respectively.

Excluding the impact

Egg Farm, LLC acquisition, the adjusted effective

tax rate for the first quarter of fiscal 2022 is

Our effective tax

rate differs from

the federal statutory income

tax rate due to

state income taxes, certain

federal tax credits and

nondeductible

noncontrolling interest.

Outstanding, November 26, 2022

Note 9 - Commitments and Contingencies

Financial Instruments

The Company maintained

standby letters of credit

(“LOCs”) totaling $

million at August 27,

2022, which were issued

the Company's Credit Facility.

The outstanding LOCs are for the

benefit of certain insurance companies

and are not recorded as

a liability on the consolidated balance sheets.

companies and are not recorded as a liability on the consolidated balance sheets.

LEGAL PROCEEDINGS

16 unchanged sentences

notice of appeal,

which was assigned

which was assigned to

Court of Appeals

believes the risk of material loss related to this matter to be remote.

31, 2022, the Company

and WCF filed a

petition for review to

the Supreme Court of

First District

to defendant’s

has not issued a ruling.

Management believes the risk of material loss related to this matter

to be remote.

Cal-Maine Foods et al.

25 unchanged sentences

dismissed without prejudice for lack of subject matter jurisdiction.

On September 20, 2021, the court dismissed the case without

September 20, 2021, the court dismissed the case without

On March 15, 2022,

filed a second suit

against the Company and

several defendants in

plaintiffs filed a

second suit against the

Company and several

defendants in Bell et

Cal-Maine Foods

5 unchanged sentences

defendants filed

their reply on

September 13,

court has not

issued a ruling.

the magistrate

recommendation to

the court that

the defendants’ motion

to dismiss be

granted and the

case be dismissed

without prejudice for

jurisdiction.

Recommendation, but the

court has not issued a

Management believes

of material loss related to both matters to be remote.

the risk of material loss

related to both matters

Kraft Foods Global, Inc.

43 unchanged sentences

reschedule the

We anticipate the

trial being rescheduled for the first or second calendar quarter of 2023.

schedule and the Court has set the trial for October 16, 2023.

a confidential

9 unchanged sentences

case with the Egg Products Plaintiffs

as vigorously as possible based

as vigorously as possible

resolution of

62 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements