3
FORWARD
-LOOKING STATEMENTS
This report contains numerous forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933 (the
“Securities Act”) and
Section 21E of the
Securities Exchange Act
of 1934 (the “Exchange
Act”) relating to
our shell egg
business,
including estimated future production data, expected construction schedules, projected construction costs, potential future supply
of and demand
for our products,
potential future corn and
soybean price trends,
potential future impact
on our business
of inflation
and rising interest rates,
potential future impact on
our business of new legislation,
rules or policies, potential outcomes
of legal
proceedings, and other projected
operating data, including anticipated
results of operations
and financial condition. Such
forward-
looking statements are identified
by the use
of words such
as “believes,” “intends,” “expects,”
“hopes,” “may,” “should,” “plans,”
“projected,”
“contemplates,”
“anticipates,”
or
similar
words.
Actual
outcomes
or
results
could
differ
materially
from
those
projected in
the forward-looking statements.
The forward-looking
statements are based
on management’s
current intent, belief,
expectations, estimates,
and projections
regarding the
Company and
its industry.
These statements
are not
guarantees of
future
performance and involve
risks, uncertainties, assumptions,
and other factors
that are difficult
to predict and
may be beyond
our
control. The
factors that
could cause
actual results
to differ
materially from
those projected
in the
forward-looking
statements
include, among others, (i) the risk factors set forth in Item 1A Risk Factors and elsewhere in this report as well as those included
in other
reports we
file from
time to
time with
the Securities
and Exchange
Commission (the
“SEC”) (including
our Quarterly
Reports on Form 10-Q and Current Reports on Form 8-K), (ii) the risks and hazards inherent in the shell egg business (including
disease, pests,
weather conditions,
and potential
for product
recall), including
but not
limited to
the current
outbreak of
highly
pathogenic avian
influenza (“HPAI”)
affecting poultry
in the
United States
(“U.S.”), Canada
and other
countries that
was first
detected in commercial
flocks in the U.S.
in February 2022, (iii)
changes in the demand
for and market prices
of shell eggs and
feed costs, (iv)
our ability
to predict
and meet
demand for cage-free
and other specialty
eggs, (v)
risks, changes,
or obligations
that
could
result
from
our
future
acquisition
of
new
flocks
or
businesses
and
risks
or
changes
that
may
cause
conditions
to
completing
a pending
acquisition not
to be
met, (vi)
risks relating
to increased
costs, rising
inflation and
rising interest
rates,
which
began
in
response
to
market
conditions
caused
in
part
by
the
COVID-19
pandemic
and
which
generally
have
been
exacerbated by
the Russia-Ukraine
War
that began in
February 2022, (vii)
our ability to
retain existing customers,
acquire new
customers and grow
our product mix
and (viii) adverse
results in pending
litigation matters. Readers
are cautioned not
to place
undue
reliance
on
forward-looking
statements
because,
while
we
believe
the
assumptions
on
which
the
forward-looking
statements are based
are reasonable,
there can be
no assurance that
these forward-looking
statements will prove
to be accurate.
Further, forward-looking statements included herein
are only made as of the respective dates thereof, or if no date is stated, as of
the
date
hereof.
Except
as otherwise
required
by
law,
we disclaim
any
intent
or
obligation
to
update
publicly
these
forward-
looking statements, whether because of new information, future events, or
otherwise.
Our Business
We are the largest
producer and distributor of shell eggs in the United States. Our mission is to be the most sustainable
producer
and reliable
supplier of
consistent, high
quality fresh
shell eggs
and egg
products
in the
country,
demonstrating
a "Culture
of
Sustainability" in everything we do, and
creating value for our shareholders,
customers, team members and communities. We sell
most of our shell
eggs in the southwestern,
southeastern, mid-western and
mid-Atlantic regions of the
U.S. and aim to maintain
efficient, state-of-the-art operations located close to our customers. We
were founded in 1957 by the late Fred R. Adams, Jr. and
are headquartered in Ridgeland, Mississippi.
The Company has one reportable
operating segment, which is the production,
grading, packaging, marketing and distribution
of
shell eggs. Our integrated
operations consist of hatching
chicks, growing and maintaining
flocks of pullets, layers
and breeders,
manufacturing feed, and
producing, processing, packaging, and
distributing shell eggs.
Layers are mature
female chickens, pullets
are female chickens usually less than 18 weeks of age, and breeders are male and female chickens used to produce fertile eggs to
be hatched for egg production
flocks. Our total flock as of
June 3, 2023 consisted of approximately
41.2 million layers and 10.8
million pullets and breeders.
Many of our customers rely
on us to provide most of
their shell egg needs, including
specialty and conventional eggs.
Specialty
eggs encompass
a broad
range of
products. We
classify cage-free,
organic,
brown, free-range,
pasture-raised
and nutritionally
enhanced
as specialty
eggs
for
accounting
and
reporting
purposes.
We
classify
all other
shell
eggs
as conventional
products.
While we report separate sales information
for these egg types, there are
many cost factors that are not
specifically available for
conventional or
specialty eggs
due to
the nature
of egg
production. We
manage our
operations and
allocate resources
to these
types of eggs on a consolidated basis based on the demands of our customers.
