Business Context and Reporting Period
Company: Cal-Maine Foods, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: January 3, 2011
Principal Executive Offices: Jackson, MS
Reporting Period: This filing reports on a specific event occurring on January 3, 2011, regarding a change in the Company's certifying accountant.
Key Financial Metrics
This Form 8-K filing does not contain financial performance data. There are no reported values for revenue, profit, cash flow, margins, debt, or liquidity in this document.
Material Changes
The primary material change disclosed is the resignation of the Company's independent certifying accountant, Frazer Frost, LLP ("Frazer Frost").
- Reason for Change: Frazer Frost is winding down operations. The firms that combined to form Frazer Frost (Frost, PLLC and Moore Stephens Wurth Frazer and Torbert, LLP) are resuming separate operations.
- New Appointment: The Audit Committee approved the appointment of Frost, PLLC ("Frost") as the new independent registered public accounting firm on December 22, 2010.
- Responsibility Transfer: Frost will assume responsibility for the audit of the fiscal year ended May 29, 2010, and all subsequent interim periods.
Guidance, Outlook, and Risks
Management Commentary and Disagreements:
- The Company confirmed there were no disagreements with Frazer Frost regarding accounting principles, financial statement disclosures, or auditing scope/procedures during the engagement period.
- No reportable events (as defined in Regulation S-K) occurred during the engagement with Frazer Frost.
- During the most recent fiscal year and subsequent interim period, the Company did not consult with Frost on accounting principles or audit opinions, nor did Frost provide advice that was a significant factor in management decisions.
Contingencies and Unusual Items: The filing notes that Frazer Frost has been provided a copy of this disclosure and has furnished a letter (Exhibit 16.1) stating whether they agree with the Company's statements.
Investor Verification Checklist
- Verify the status of the transition between Frazer Frost, LLP and Frost, PLLC to ensure audit continuity.
- Review Exhibit 16.1 (Letter from Frazer Frost) to confirm the former accountant's agreement with the Company's disclosures.
- Confirm that Frost, PLLC is registered with the PCAOB (effective December 21, 2010) and qualified to audit public companies.
- Monitor future filings for the first financial statements audited by the new firm, Frost, PLLC.