What changed in this filing

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Item 1. Financial Statements

2023-03-28 compared with 2022-12-28 · 224 added, 234 removed, 568 unchanged (45% of the section changed)

4 unchanged sentences

(In thousands, except for par value amounts)

November 26, 2022

February 25, 2023

Current assets:

29 unchanged sentences

Common stock in treasury at cost –

shares at November 26, 2022 and

shares at February 25, 2023 and

shares at May 28, 2022

7 unchanged sentences

and Subsidiaries

Condensed Consolidated Statements of Operations

Condensed Consolidated Statements of Income

(In thousands, except per share amounts)

Thirteen Weeks

Twenty-six Weeks

November 26, 2022

November 27, 2021

November 26, 2022

November 27, 2021

Thirty-nine Weeks Ended

February 25, 2023

February 26, 2022

February 25, 2023

February 26, 2022

Cost of sales

Selling, general and administrative

Gain on insurance recoveries

(Gain) loss on disposal of fixed assets

3 unchanged sentences

Royalty income

Equity income (loss) of unconsolidated

Patronage dividends

Equity income of unconsolidated

Total other income, net

Income (loss) before income taxes

Income before income taxes

Income tax expense (benefit)

Net income (loss)

Loss attributable to noncontrolling

Net income (loss) attributable to Cal-Maine

Net income (loss) per common share:

Net income attributable to Cal-Maine

Net income per common share:

Weighted average

4 unchanged sentences

Condensed Consolidated Statements of

Comprehensive Income (Loss)

Comprehensive Income

(In thousands)

Thirteen Weeks

Twenty-six Weeks

November 26, 2022

November 27, 2021

November 26, 2022

November 27, 2021

Net income (loss)

Thirty-nine Weeks Ended

February 25, 2023

February 26, 2022

February 25, 2023

February 26, 2022

Other comprehensive income (loss), before

Unrealized holding loss on available-for-

sale securities, net of reclassification

Income tax benefit related to items of other

Unrealized holding gain (loss) on available-

for-sale securities, net of reclassification

Income tax benefit (expense) related to

items of other comprehensive income

Other comprehensive income (loss), net of tax

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 income attributable to Cal-

Maine Foods, Inc.

See Notes to Condensed Consolidated Financial Statements.

3 unchanged sentences

(In thousands)

Twenty-six Weeks

November 26, 2022

November 27, 2021

Thirty-nine Weeks Ended

February 25, 2023

February 26, 2022

Cash flows from operating activities:

Net income (loss)

Depreciation and amortization

Deferred income taxes

Gain on insurance recoveries

Net proceeds from insurance settlement - business interruption

Other adjustments, net

Net cash provided by (used in) operations

Net cash provided by operations

Cash flows from investing activities:

1 unchanged sentence

Sales and maturities of investment securities

Investment in unconsolidated entities

Distributions from unconsolidated entities

2 unchanged sentences

plant and equipment

Net proceeds from insurance settlement - property,

plant and equipment

Net proceeds from disposal of property,

44 unchanged sentences

year-to-date periods

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

ended on February 25, 2023 and February 26, 2022 included

, respectively.

22 unchanged sentences

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

stockholders’

Company regularly

evaluates changes

securities by

credit agencies

conditions to assess and record any expected credit losses through

the allowance for credit losses, limited to the amount that fair

available-for-sale

4 unchanged sentences

the Company’s

Condensed Consolidated

Statements of

Investments in

are classified

term assets” in the Company’s Condensed

Condensed Consolidated Statements

Investments in mutual

funds are classified

as “Other long-term

assets” in the Company’s Condensed

Consolidated Balance Sheets.

Trade Receivables

carrying values,

which include

2022, reserves

thousand, respectively.

extends credit

Trade receivables are stated at their carrying

values, which include a reserve for credit losses.

As of February

25, 2023 and May

respectively.

customers based on

31 unchanged sentences

to shareholders of record on the 65th day after the

Dividends are payable on the 15th day

following the record date.

Dividends are payable on the 15th day following

the record date.

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

3 unchanged sentences

quarter until the Company

is profitable on a

cumulative basis computed

is profitable on a cumulative

basis computed from the

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

Immaterial Error Correction

the Company’s

corresponding

-owned subsidiaries

second quarter

2022 Condensed

overstatement

quarter of fiscal 2022

million in the second

quarter of fiscal 2022.

impact to Operating

loss, Net income

(loss) or Net income (loss) per share.

quantitatively

qualitatively

99 Materiality,

108 Considering

Misstatements

Statements, and

was not material

financial statements

the cumulative

ended February 26, 2022.

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

2 unchanged sentences

Consolidated Financial Statements.

Reclassification

reclassifications

presentation.

These reclassifications had no effect on

Note 2 - Investment

The following represents the Company’s

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

(in thousands):

November 26, 2022

investment securities as of February 25, 2023 and May 28, 2022 (in

February 25, 2023

Municipal bonds

19 unchanged sentences

Available-for-sale

Proceeds from

maturities of

investment securities

available-for-sale

million during

ended November

Proceeds from sales

and maturities of investment

securities available-for-sale

million and $

million during the

thirty-nine weeks

ended February 25,

2022, respectively.

Gross realized

the thirty-nine

ended February

thousand, respectively.

Gross realized

respectively.

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

the thirty-nine weeks ended February 25, 2023 and

February 26, 2022 were $

thousand and $

thousand, respectively.

allowances for credit losses at February 25, 2023 and May 28, 2022.

Actual maturities

5 unchanged sentences

without penalties.

Contractual maturities of current investments at November

Contractual maturities of current investments at February

25, 2023 are as follows (in thousands):

1 unchanged sentence

Within one year

sales of noncurrent investment

securities during the twenty-six

weeks ended November

Proceeds from

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.

Proceeds from sales and maturities of noncurrent investment securities

million and $

million during the thirty-nine

respectively.

ended February 25,

2023 and February

million, respectively.

Gross realized

ended February

ended February 26, 2022.

Note 3 - Fair Value

34 unchanged sentences

on a Recurring Basis

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

liabilities measured at fair value on a recurring basis as of February 25, 2023 and May 28,

2022 (in thousands):

November 26, 2022

February 25, 2023

Municipal bonds

21 unchanged sentences

Note 4 - Inventories

Inventories consisted of the following as of November 26, 2022

and May 28, 2022 (in thousands):

November 26, 2022

Inventories consisted of the following as of February 25, 2023 and

May 28, 2022 (in thousands):

February 25, 2023

Flocks, net of amortization

1 unchanged sentence

Feed and supplies

2022 consisted

of approximately

breeders (male and female

chickens used to produce

fertile eggs to hatch for

egg production flocks).

total flock at February

approximately

million pullets

2 unchanged sentences

The following reflects

equity activity for

the thirteen and

twenty-six weeks ended

November 26, 2022

and November 27,

(in thousands):

equity activity for the

thirteen and thirty-nine

weeks ended February 25,

2023 and February 26,

Thirteen Weeks

Ended November 26, 2022

Ended February 25, 2023

Cal-Maine Foods, Inc.

Noncontrolling

Balance at August

Balance at November

Other comprehensive

loss, net of tax

income, net of tax

Stock compensation

2 unchanged sentences

Net income (loss)

Balance at November

Balance at February

Thirteen Weeks

Ended November 27, 2021

Ended February 26, 2022

Cal-Maine Foods, Inc.

Noncontrolling

Balance at August

Balance at November

Other comprehensive

2 unchanged sentences

plan transactions

Contributions

Class A common

Net income (loss)

November 27, 2021

Twenty-six Weeks

Ended November 26, 2022

Balance at February

Thirty-nine Weeks Ended

February 25, 2023

Cal-Maine Foods, Inc.

7 unchanged sentences

Net income (loss)

November 26, 2022

Twenty-six Weeks

Ended November 27, 2021

Balance at February

Thirty-nine Weeks Ended

February 26, 2022

Cal-Maine Foods, Inc.

Noncontrolling

Noncontrollin

Balance at May 29,

4 unchanged sentences

Contributions

Balance at November

Note 6 - Net Income (Loss) per Common Share

income (loss)

weighted average

Stock outstanding.

Diluted net income

Class A common

Net income (loss)

Balance at February

Note 6 - Net Income per Common Share

Basic net income

weighted average Common

shares outstanding

relevant period

of share-based

twenty-six weeks of fiscal 2022.

These shares were not included in the diluted net

loss per share calculation.

Stock and Class

A Common Stock

weighted-average

dilutive effect of share-based awards.

reconciliation

income (loss) per common share (amounts in thousands, except per share data):

income per common share (amounts in thousands, except per share data):

Thirteen Weeks

Twenty-six Weeks

Net income (loss)

Thirty-nine Weeks Ended

February 25, 2023

February 26, 2022

February 25, 2023

February 26, 2022

Loss attributable to noncontrolling

Net income (loss) attributable to Cal-

Maine Foods, Inc.

Net income attributable to Cal-Maine

Weighted-average

5 unchanged sentences

outstanding, diluted

Net income (loss) per common share

attributable to Cal-Maine Foods, Inc.

Net income per common share attributable to

Cal-Maine Foods, Inc.

Note 7 – Revenue from Contracts with Customers

13 unchanged sentences

consideration we

independently

are primarily

sold at prices

independently quoted

wholesale market

formulas related

predominantly

33 unchanged sentences

Thirteen Weeks

Twenty-six Weeks

November 26, 2022

November 27, 2021

November 26, 2022

November 27, 2021

Thirty-nine Weeks Ended

February 25, 2023

February 26, 2022

February 25, 2023

February 26, 2022

Conventional shell egg sales

5 unchanged sentences

the amortization

and is amortized

over the contract

reduction in net

November 26, 2022

2022, the balance

amortized over

contract assets was immaterial.

Contract Balances

The Company receives payment from customers based on specified terms that are

generally less than 30 days from delivery.

There are rarely contract assets or liabilities related to performance under

the contract.

The Company receives payment from customers based on specified terms that

are generally less than 30 days from delivery.

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

Note 8 - Stock Based Compensation

stock-based compensation

the twenty-six

February 26, 2022, respectively.

stock outstanding

4 unchanged sentences

Supplementary Data, Note

Stock Compensation Plans in our 2022 Annual Report for further information

on our stock compensation plans.

Stock Compensation Plans in our 2022 Annual Report for further informat

ion on our stock compensation plans.

The Company’s restricted share activity

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

for the thirty-nine weeks ended February 25, 2023 follows:

Average Grant

1 unchanged sentence

Outstanding, May 28, 2022

Outstanding, November 26, 2022

Outstanding, February 25, 2023

Note 9 - Commitments and Contingencies

Financial Instruments

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

LEGAL PROCEEDINGS

12 unchanged sentences

Practices—Consumer

On August 13, 2020, the court granted the defendants’ motion to dismiss the State’s

original petition with

On August 13, 2020, the court granted the defendants’ motion to dismiss the

State’s original petition with

the State filed a

6 unchanged sentences

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.

Appellate briefs are not yet due.

Management believes the risk of material loss related

to this matter to be remote.

Cal-Maine Foods et al.

11 unchanged sentences

at a price more than

10% greater than the price

10% greater than the

per violation,

2 unchanged sentences

certain other

defendants filed

subsequently filed

16 unchanged sentences

same assertions

plaintiffs’ filed

their opposition

defendants filed

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

the risk of material loss

related to both matters

court entered

judgement granting

the Company’s

the plaintiffs

United States

believes the risk of material loss related to both matters to be remote.

Kraft Foods Global, Inc.

54 unchanged sentences

continue to defend the remaining

case with the Egg Products Plaintiffs

as vigorously as possible

case with the Egg Products

Plaintiffs as vigorously as

possible based

resolution of

15 unchanged sentences

States District

against Cal-Maine Foods, Inc.

and affiliates, Cobb-Vantress,

Inc., Cargill, Inc.

affiliate, George’s,

its affiliate,

Peterson Farms, Inc.

and Simmons Foods,

State of Oklahoma

claims that through

the disposal of

defendants have

Illinois River

against Cal-Maine

Inc., Cobb-Vantress,

Inc., Cargill,

Inc., George’s,

Inc., Peterson

defendants polluted

River Watershed.

This watershed

eastern Oklahoma.

The complaint

seeks injunctive

monetary damages,

monetary damages

the litigation

began, Cal-Maine

membership interests

commercial shell

egg operation

Illinois River

provides water

was dismissed

operation within

River Watershed.

Benton County

LLC is not a defendant in the litigation.

The trial in the case

began in September 2009 and

concluded in February 2010.

case was tried without a jury,

and the court

has not yet issued its ruling.

Management believes the risk of material loss related

to this matter to be remote.

number of small contract producers that operate in the area.

The non-jury trial in the case began in September 2009

and concluded in February 2010.

On January 18, 2023, the court entered

conclusions of

Oklahoma, but

were assessed.

time period by

which the parties

must reach an

agreement to June

defendants have been

State regarding

appropriate remedies.

While management

believes there

possibility of

from the case, at the

present time, it is not possible

to estimate the amount of

monetary exposure, if any,

to the Company due to

factors, including the

following, among others:

uncertainties inherent in

any assessment of

potential costs associated

with injunctive relief or

other penalties based on a

decision in a case tried

over 13 years ago

based on environmental conditions

that existed at the time, the lack of guidance from

the court as to what might be considered appropriate remedies,

the early stage

of negotiations

appropriate remedies,

and uncertainty

regarding what

our proportionate

would be, although we believe that our share compared to the other defendants is small.

Other Matters

11 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