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, among other things,
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
the COVID-19 pandemic,
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 most
recent outbreak of highly pathogenic avian influenza (“HPAI”)
affecting poultry in the 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
the
evolving
COVID-19
pandemic,
including
without
limitation increased costs
and rising inflation
and interest rates, which
generally have been
exacerbated by Russia’s
invasion of
Ukraine starting
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
publicly
update
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 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 May 28, 2022 consisted of approximately 42.2 million layers and 11.5
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 nutritionally enhanced,
cage-free, organic,
free-range, pasture-raised and
brown eggs
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.
