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Published: 2023-10-03 16:13:06 ET
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calm2024q1
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1
UNITED STATES
 
SECURITIES AND EXCHANGE COMMISSION
Washington, DC
 
20549
FORM
10-Q
 
☑
 
Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended
September 2, 2023
 
or
☐
 
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from ____________ to ____________
Commission File Number:
 
001-38695
 
CAL-MAINE FOODS, INC.
(Exact name of registrant as specified in its charter)
Delaware
 
64-0500378
(State or other jurisdiction of incorporation or organization)
 
(I.R.S Employer Identification No.)
1052 Highland Colony Pkwy
,
Suite 200
,
Ridgeland
,
Mississippi
 
39157
 
(Address of principal executive offices)
 
(Zip Code)
(
601
)
948-6813
 
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.01 par value per share
CALM
The
NASDAQ
 
Global Select Market
Indicate
 
by
 
check
 
mark
 
whether
 
the
 
registrant: (1)
 
has
 
filed
 
all
 
reports
 
required
 
to
 
be
 
filed
 
by
 
Section
 
13
 
or
 
15(d)
 
of
 
the
Securities Exchange Act of
 
1934 during the
 
preceding 12 months (or
 
for such shorter period
 
that the registrant was
 
required to
file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes
☑
 
No
☐
Indicate by check mark
 
whether the registrant has
 
submitted electronically every Interactive Data
 
File required to be
 
submitted
pursuant to
 
Rule 405 of
 
Regulation S-T (§232.405
 
of this
 
chapter) during
 
the preceding
 
12 months
 
(or for
 
such shorter period
that the registrant was required to submit such files).
Yes
☑
 
No
☐
Indicate by check
 
mark whether the
 
registrant is a
 
large accelerated filer,
 
an accelerated filer,
 
a non-accelerated filer,
 
a smaller
reporting
 
company,
 
or
 
an
 
emerging
 
growth
 
company.
 
See
 
the
 
definitions
 
of
 
“large
 
accelerated
 
filer,”
 
“accelerated
 
filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large Accelerated filer
☑
Accelerated filer
 
☐
Non – Accelerated filer
 
☐
Smaller reporting company
 
☐
Emerging growth company
 
☐
If
 
an
 
emerging
 
growth
 
company,
 
indicate
 
by
 
check
 
mark
 
if
 
the
 
registrant
 
has
 
elected
 
not
 
to
 
use
 
the
 
extended
transition
 
period
 
for
 
complying
 
with
 
any
 
new
 
or
 
revised
 
financial
 
accounting
 
standards
 
provided
 
pursuant
 
to
Section 13(a) of the Exchange Act.
☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes
☐
 
No
☑
There were
44,182,613
 
shares of Common
 
Stock, $0.01 par
 
value, and
4,800,000
 
shares of Class
 
A Common Stock,
 
$0.01 par
value, outstanding as of October 3, 2023.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2
INDEX
 
 
 
 
Page
Number
Part I.
 
 
Financial Information
 
 
 
 
 
 
 
Item 1.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Item 2.
 
 
 
 
 
 
 
Item 3.
Item 4.
 
 
 
 
 
 
Part
II.
 
 
Other Information
 
 
 
 
 
Item 1.
 
 
 
 
 
 
Item 1A.
 
 
 
 
 
 
Item 2.
 
, and Issuer Purchases of
Equity Securities
 
 
 
 
 
Item 6.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
3
PART
 
I.
 
FINANCIAL
INFORMATION
ITEM 1.
 
FINANCIAL STATEMENTS
Cal-Maine Foods, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(In thousands, except for par value amounts)
 
(Unaudited)
 
September 2, 2023
June 3, 2023
Assets
Current assets:
Cash and cash equivalents
$
360,343
$
292,824
Investment securities available-for-sale
249,619
355,090
Trade and other receivables, net
125,363
120,247
Income tax receivable
33,787
66,966
Inventories
280,801
284,418
Prepaid expenses and other current assets
14,145
5,380
Total current assets
1,064,058
1,124,925
Property, plant & equipment, net
752,580
744,540
Investments in unconsolidated entities
13,978
14,449
Goodwill
44,006
44,006
Intangible assets, net
15,347
15,897
Other long-term assets
10,398
10,708
Total Assets
$
1,900,367
$
1,954,525
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued expenses
$
117,800
$
137,313
Accrued income taxes payable
8,288
8,288
Dividends payable
294
37,130
Total current liabilities
126,382
182,731
Other noncurrent liabilities
9,930
9,999
Deferred income taxes, net
152,725
152,212
Total liabilities
289,037
344,942
Commitments and contingencies - see Note 9
—
—
Stockholders’ equity:
Common stock ($
0.01
 
par value):
Common stock - authorized
120,000
 
shares, issued
70,261
 
shares
703
703
Class A convertible common stock - authorized and issued
4,800
 
shares
48
48
Paid-in capital
73,153
72,112
Retained earnings
1,571,744
1,571,112
Accumulated other comprehensive loss, net of tax
(2,291)
(2,886)
Common stock in treasury at cost –
26,078
 
shares at September 2, 2023 and
26,077
shares at June 3, 2023
(30,014)
(30,008)
Total Cal-Maine Foods, Inc. stockholders’ equity
1,613,343
1,611,081
Noncontrolling interest in consolidated entity
(2,013)
(1,498)
Total stockholders’ equity
1,611,330
1,609,583
Total Liabilities and Stockholders’ Equity
$
1,900,367
$
1,954,525
See Notes to Condensed Consolidated Financial Statements.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
4
Cal-Maine Foods, Inc. and Subsidiaries
Condensed Consolidated Statements of Income
(In thousands, except per share amounts)
(Unaudited)
 
Thirteen Weeks Ended
September 2, 2023
August 27, 2022
Net sales
$
459,344
$
658,344
Cost of sales
413,911
440,854
Gross profit
45,433
217,490
Selling, general and administrative
52,246
53,607
(Gain) loss on disposal of fixed assets
(56)
33
Operating income (loss)
(6,757)
163,850
Other income (expense):
Interest income, net
7,346
903
Royalty income
349
428
Equity income (loss) of unconsolidated entities
(470)
144
Other, net
265
155
Total other income, net
7,490
1,630
Income before income taxes
733
165,480
Income tax expense
322
40,346
Net income
411
125,134
Less: Loss attributable to noncontrolling interest
(515)
(153)
Net income attributable to Cal-Maine Foods, Inc.
$
926
$
125,287
Net income per common share:
Basic
$
0.02
$
2.58
Diluted
$
0.02
$
2.57
Weighted average shares outstanding:
Basic
48,690
48,623
Diluted
48,840
48,811
See Notes to Condensed Consolidated Financial Statements.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
5
Cal-Maine Foods, Inc. and Subsidiaries
Condensed Consolidated Statements of
Comprehensive Income
(In thousands)
(Unaudited)
Thirteen Weeks Ended
September 2, 2023
August 27, 2022
Net income
$
411
 
$
 
125,134
Other comprehensive income (loss), before tax:
Unrealized holding gain (loss) on available-for-sale securities, net of reclassification
adjustments
786
(997)
Income tax benefit (expense) related to items of other comprehensive income
(191)
243
Other comprehensive income (loss), net of tax
595
(754)
Comprehensive income
1,006
124,380
Less: Comprehensive loss attributable to the noncontrolling interest
(515)
(153)
Comprehensive income attributable to Cal-Maine Foods, Inc.
$
1,521
$
124,533
See Notes to Condensed Consolidated Financial Statements.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
6
Cal-Maine Foods, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
 
Thirteen Weeks Ended
September 2, 2023
August 27, 2022
Cash flows from operating activities:
Net income
$
411
$
125,134
Depreciation and amortization
19,340
17,312
Deferred income taxes
322
(1,324)
Other adjustments, net
3,612
31,690
Net cash provided by operations
23,685
172,812
Cash flows from investing activities:
Purchases of investment securities
(28,296)
(51,834)
Sales and maturities of investment securities
135,768
20,296
Purchases of property, plant and equipment
(26,666)
(27,662)
Net proceeds from disposal of property, plant and equipment
74
78
Net cash provided by (used in) investing activities
80,880
(59,122)
Cash flows from financing activities:
Payments of dividends
(36,983)
(36,653)
Purchase of common stock by treasury
(5)
(45)
Principal payments on finance lease
(58)
(55)
Net cash used in financing activities
(37,046)
(36,753)
Net change in cash and cash equivalents
67,519
76,937
Cash and cash equivalents at beginning of period
292,824
59,084
Cash and cash equivalents at end of period
$
360,343
$
136,021
See Notes to Condensed Consolidated Financial Statements.
7
Cal-Maine Foods, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Note 1 - Summary of Significant Accounting Policies
Basis of Presentation
The
 
unaudited
 
condensed
 
consolidated
 
financial
 
statements
 
of
 
Cal-Maine
 
Foods,
 
Inc.
 
and
 
its
 
subsidiaries
 
(the
 
“Company,”
“we,” “us,” “our”) have
 
been prepared in accordance
 
with the instructions to
 
Form 10-Q and Article
 
10 of Regulation S-X
 
and
in accordance
 
with generally
 
accepted accounting
 
principles in
 
the United
 
States of
 
America (“GAAP”)
 
for interim
 
financial
reporting and should
 
be read in
 
conjunction with our
 
Annual Report on
 
Form 10-K for
 
the fiscal year
 
ended June 3,
 
2023 (the
“2023
 
Annual Report”).
 
These
 
statements
 
reflect
 
all
 
adjustments
 
that
 
are,
 
in
 
the
 
opinion
 
of
 
management,
 
necessary
 
to
 
a
 
fair
statement of the results for the interim periods presented and,
 
in the opinion of management, consist of adjustments of a
 
normal
recurring nature. Operating results
 
for the interim periods
 
are not necessarily indicative
 
of operating results for
 
the entire fiscal
year.
Fiscal Year
The Company’s
 
fiscal year
 
ends on
 
the Saturday
 
closest to
 
May 31.
 
Each of
 
the three-month
 
periods ended
 
on September
 
2,
2023 and August 27, 2022 included
13 weeks
.
Use of Estimates
The preparation of the consolidated financial statements in conformity with GAAP requires management to make
 
estimates and
assumptions that
 
affect the
 
amounts reported
 
in the
 
consolidated financial
 
statements and
 
accompanying notes.
 
Actual results
could differ from those estimates.
Investment Securities
The Company has
 
determined that its
 
debt securities
 
are available-for-sale
 
investments. We
 
classify these securities
 
as current
because the
 
amounts invested
 
are available
 
for current
 
operations. Available
 
-for-sale securities
 
are carried
 
at fair
 
value, based
on quoted market prices as of the balance sheet
 
date, with unrealized gains and losses recorded in other comprehensive income.
The
 
amortized cost
 
of
 
debt
 
securities is
 
adjusted
 
for
 
amortization of
 
premiums and
 
accretion of
 
discounts
 
to
 
maturity and
 
is
recorded in interest income. The Company regularly evaluates
 
changes to the rating of its debt
 
securities by credit agencies and
economic conditions to
 
assess and record
 
any expected credit
 
losses through allowance
 
for credit losses,
 
limited to the
 
amount
that fair value was less than the amortized cost basis.
 
Investments
 
in
 
mutual
 
funds
 
are
 
recorded
 
at
 
fair
 
value
 
and
 
are
 
classified
 
as
 
“Other
 
long-term
 
assets”
 
in
 
the
 
Company’s
Condensed
 
Consolidated
 
Balance
 
Sheets.
 
Unrealized
 
gains
 
and
 
losses
 
for
 
equity
 
securities
 
are
 
recorded
 
in
 
other
 
income
(expenses) as Other, net in the Company’s Condensed Consolidated Statements of Income.
The cost basis
 
for realized gains
 
and losses on
 
available-for-sale securities is
 
determined by the
 
specific identification method.
Gains
 
and
 
losses
 
are
 
recognized
 
in
 
other
 
income
 
(expenses)
 
as
 
Other,
 
net
 
in
 
the
 
Company’s
 
Condensed
 
Consolidated
Statements of Income. Interest and dividends on securities classified as available-for-sale are recorded in interest income.
Trade Receivables
 
Trade
 
receivables are
 
stated at
 
their
 
carrying values,
 
which
 
include a
 
reserve for
 
credit losses.
 
As of
 
September 2,
 
2023
 
and
June 3,
 
2023, reserves
 
for credit
 
losses were
 
$
503
 
thousand and
 
$
579
 
thousand, respectively.
 
The Company
 
extends credit
 
to
customers based on an evaluation of each
 
customer’s financial condition and credit history.
 
Collateral is generally not required.
The
 
Company
 
minimizes
 
exposure
 
to
 
counter
 
party
 
credit
 
risk
 
through
 
credit
 
analysis
 
and
 
approvals,
 
credit
 
limits,
 
and
monitoring
 
procedures.
 
In
 
determining
 
our
 
reserve
 
for
 
credit
 
losses,
 
receivables
 
are
 
assigned
 
an
 
expected
 
loss
 
based
 
on
historical loss information adjusted as needed for economic and other forward-looking factors.
Dividends Payable
 
We
 
accrue dividends at the
 
end of each quarter
 
according to the Company’s
 
dividend policy adopted by its
 
Board of Directors.
The Company pays
 
a dividend to
 
shareholders of its
 
Common Stock and Class
 
A Common Stock
 
on a quarterly
 
basis for each
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
8
quarter for
 
which the
 
Company reports net
 
income attributable
 
to Cal-Maine
 
Foods, Inc.
 
computed in
 
accordance with
 
GAAP
in an amount equal
 
to one-third (
1/3
) of such quarterly
 
income. Dividends are paid
 
to shareholders of record as
 
of the 60th day
following the last
 
day of such
 
quarter, except
 
for the fourth
 
fiscal quarter.
 
For the fourth
 
quarter, the
 
Company pays dividends
to shareholders of record on the 65th day after the quarter end. 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. The dividend policy is subject to periodic review by the Board of
Directors.
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
Consolidated Financial Statements.
Note 2 - Investment
Securities
The following represents the Company’s investment securities as of September 2, 2023 and June 3, 2023 (in thousands):
September 2, 2023
Amortized
Cost
Unrealized
 
Gains
Unrealized
Losses
Estimated
 
Fair Value
Municipal bonds
$
7,915
$
—
$
150
$
7,765
Commercial paper
8,913
—
15
8,898
Corporate bonds
128,031
—
1,090
126,941
Certificates of deposits
1,125
—
8
1,117
US government and agency obligations
94,584
—
320
94,264
Asset backed securities
10,683
—
49
10,634
Total current investment securities
$
251,251
$
—
$
1,632
$
249,619
Mutual funds
$
2,181
$
—
$
53
$
2,128
Total noncurrent investment securities
$
2,181
$
—
$
53
$
2,128
June 3, 2023
Amortized
 
Cost
Unrealized
 
Gains
Unrealized
Losses
Estimated
 
Fair Value
Municipal bonds
$
16,571
$
—
$
275
$
16,296
Commercial paper
56,486
—
77
56,409
Corporate bonds
139,979
—
1,402
138,577
Certificates of deposits
675
—
—
675
US government and agency obligations
101,240
—
471
100,769
Asset backed securities
13,459
—
151
13,308
Treasury bills
29,069
—
13
29,056
Total current investment securities
$
357,479
$
—
$
2,389
$
355,090
Mutual funds
$
2,172
$
—
$
91
$
2,081
Total noncurrent investment securities
$
2,172
$
—
$
91
$
2,081
Available-for-sale
Proceeds from sales and maturities of
 
investment securities available-for-sale were $
135.8
 
million and $
20.3
 
million during the
thirteen weeks
 
ended September 2,
 
2023 and
 
August 27,
 
2022, respectively.
 
Gross realized
 
gains for
 
the thirteen
 
weeks ended
September 2,
 
2023
 
and August
 
27,
 
2022 were
 
$
2
 
thousand. Gross realized
 
losses for
 
the
 
thirteen weeks
 
ended September
 
2,
2023
 
and
 
August
 
27,
 
2022
 
were
 
$
8
 
thousand
 
and
 
$
27
 
thousand,
 
respectively.
 
There
 
were
no
 
allowances
 
for
 
credit
 
losses
 
at
September 2, 2023 and June 3, 2023.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
9
Actual maturities may differ
 
from contractual maturities as
 
some borrowers have
 
the right to call
 
or prepay obligations
 
with or
without penalties. Contractual maturities of current investments at September 2, 2023 are as follows (in thousands):
Estimated Fair Value
Within one year
$
175,963
1-5 years
73,656
Total
$
249,619
Noncurrent
 
There
 
were
no
 
sales of
 
noncurrent
 
investment securities
 
during
 
the
 
thirteen weeks
 
ended September
 
2,
 
2023
 
and August
 
27,
2022.
 
Note 3 - Fair Value Measurements
The Company
 
is required
 
to categorize
 
both financial
 
and nonfinancial
 
assets and
 
liabilities based
 
on the
 
following fair
 
value
hierarchy. The
 
fair value
 
of an
 
asset is
 
the price
 
at which
 
the asset
 
could be
 
sold in
 
an orderly
 
transaction between
 
unrelated,
knowledgeable, and willing parties able to engage in the
 
transaction. A liability’s fair value
 
is defined as the amount that would
be paid
 
to transfer
 
the liability
 
to a
 
new obligor
 
in a
 
transaction between
 
such parties,
 
not
 
the amount
 
that would
 
be paid
 
to
settle the liability with the creditor.
•
Level 1
 
- Quoted prices in active markets for identical assets or liabilities
•
Level 2
 
- Inputs
 
other than
 
quoted prices
 
included in
 
Level 1
 
that are
 
observable for
 
the asset
 
or liability,
 
either
directly or indirectly, including:
◦
Quoted prices for similar assets or liabilities in active markets
◦
Quoted prices for identical or similar assets in non-active markets
◦
Inputs other than quoted prices that are observable for the asset or liability
◦
Inputs derived principally from or corroborated by other observable market data
•
Level 3
 
- Unobservable inputs for the asset or liability that are supported by little or no market activity and that are
significant to the fair value of the assets or liabilities
The disclosures of fair value of certain financial assets and liabilities that are recorded at cost are as follows:
Cash and cash equivalents, accounts receivable, and accounts payable:
 
The carrying amount approximates fair value due to the
short maturity of these instruments.
Assets and Liabilities Measured at Fair Value
 
on a Recurring Basis
In
 
accordance with
 
the
 
fair value
 
hierarchy described
 
above, the
 
following
 
table shows
 
the
 
fair
 
value of
 
financial assets
 
and
liabilities measured at fair value on a recurring basis as of September 2, 2023 and June 3, 2023 (in thousands):
September 2, 2023
Level 1
Level 2
Level 3
Balance
Assets
Municipal bonds
$
—
$
7,765
$
—
$
7,765
Commercial paper
—
8,898
—
8,898
Corporate bonds
—
126,941
—
126,941
Certificates of deposits
—
1,117
—
1,117
US government and agency obligations
—
94,264
—
94,264
Asset backed securities
—
10,634
—
10,634
Mutual funds
2,128
—
—
2,128
Total assets measured at fair value
$
2,128
$
249,619
$
—
$
251,747
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
10
June 3, 2023
Level 1
Level 2
Level 3
Balance
Assets
Municipal bonds
$
—
$
16,296
$
—
$
16,296
Commercial paper
—
56,409
—
56,409
Corporate bonds
—
138,577
—
138,577
Certificates of deposits
—
675
—
675
US government and agency obligations
—
100,769
—
100,769
Asset backed securities
—
13,308
—
13,308
Treasury bills
—
29,056
—
29,056
Mutual funds
2,081
—
—
2,081
Total assets measured at fair value
$
2,081
$
355,090
$
—
$
357,171
Investment securities
 
–
 
available-for-sale
 
classified as
 
Level 2
 
consist of
 
securities with
 
maturities of
 
three months
 
or longer
when purchased. We
 
classified these securities as current because amounts invested are readily available
 
for current operations.
Observable inputs for these securities are yields, credit risks, default rates, and volatility.
Note 4 - Inventories
Inventories consisted of the following as of September 2, 2023 and June 3, 2023 (in thousands):
 
September 2, 2023
June 3, 2023
Flocks, net of amortization
$
165,138
$
164,540
Eggs and egg products
27,604
28,318
Feed and supplies
88,059
91,560
$
280,801
$
284,418
We
 
grow
 
and
 
maintain
 
flocks
 
of
 
layers
 
(mature
 
female
 
chickens),
 
pullets
 
(female
 
chickens,
 
under
 
18
 
weeks
 
of
 
age),
 
and
breeders
 
(male
 
and
 
female
 
chickens
 
used
 
to
 
produce
 
fertile
 
eggs
 
to
 
hatch
 
for
 
egg
 
production
 
flocks).
 
Our
 
total
 
flock
 
at
September 2,
 
2023 and
 
June 3,
 
2023 consisted
 
of approximately
10.0
 
million and
10.8
 
million pullets
 
and breeders
 
and
41.9
million and
41.2
 
million layers, respectively.
Note 5 - Equity
The following reflects equity activity for the thirteen weeks ended September 2, 2023 and August 27, 2022 (in thousands):
Thirteen Weeks Ended September 2, 2023
Cal-Maine Foods, Inc. Stockholders
Common Stock
Class A
Treasury
Paid In
Accum. Other
Retained
Noncontrolling
Amount
Amount
Amount
Capital
Comp. Loss
Earnings
Interest
Total
Balance at June 3,
2023
$
703
$
48
$
(30,008)
$
72,112
$
(2,886)
$
1,571,112
$
(1,498)
$
1,609,583
Other comprehensive
income, net of tax
—
—
—
—
595
—
—
595
Stock compensation
plan transactions
—
—
(6)
1,041
—
—
—
1,035
Dividends ($
0.006
per share)
Common
—
—
—
—
—
(265)
—
(265)
Class A common
—
—
—
—
—
(29)
—
(29)
Net income (loss)
—
—
—
—
—
926
(515)
411
Balance at
September 2, 2023
$
703
$
48
$
(30,014)
$
73,153
$
(2,291)
$
1,571,744
$
(2,013)
$
1,611,330
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
11
Thirteen Weeks Ended August 27, 2022
Cal-Maine Foods, Inc. Stockholders
Common Stock
Class A
Treasury
Paid In
Accum. Other
Retained
Noncontrolling
Amount
Amount
Amount
Capital
Comp. Loss
Earnings
Interest
Total
Balance at May 28,
2022
$
703
$
48
$
(28,447)
$
67,989
$
(1,596)
$
1,065,854
$
(206)
$
1,104,345
Other comprehensive
loss, net of tax
—
—
—
—
(754)
—
—
(754)
Stock compensation
plan transactions
—
—
(48)
1,028
—
—
—
980
Dividends ($
0.853
per share)
Common
—
—
—
—
—
(37,648)
—
(37,648)
Class A common
—
—
—
—
—
(4,094)
—
(4,094)
Net income (loss)
—
—
—
—
—
125,287
(153)
125,134
Balance at August
27, 2022
$
703
$
48
$
(28,495)
$
69,017
$
(2,350)
$
1,149,399
$
(359)
$
1,187,963
Note 6 - Net Income per Common Share
 
Basic net income per
 
share is based on
 
the weighted average Common Stock
 
and Class A Common
 
Stock outstanding. Diluted
net
 
income
 
per
 
share
 
is
 
based
 
on
 
weighted-average
 
common
 
shares
 
outstanding
 
during
 
the
 
relevant
 
period
 
adjusted
 
for
 
the
dilutive effect of share-based awards.
 
The
 
following
 
table
 
provides
 
a
 
reconciliation
 
of
 
the
 
numerators
 
and
 
denominators
 
used
 
to
 
determine
 
basic
 
and
 
diluted
 
net
income per common share (amounts in thousands, except per share data):
Thirteen Weeks Ended
September 2, 2023
August 27, 2022
Numerator
Net income
$
411
$
125,134
Less: Loss attributable to noncontrolling interest
(515)
(153)
Net income attributable to Cal-Maine Foods, Inc.
$
926
$
125,287
Denominator
Weighted-average common shares outstanding, basic
48,690
48,623
Effect of dilutive restricted shares
150
188
Weighted-average common shares outstanding, diluted
48,840
48,811
Net income per common share attributable to Cal-Maine Foods, Inc.
Basic
$
0.02
$
2.58
Diluted
$
0.02
$
2.57
 
Note 7 - Revenue from Contracts with Customers
Satisfaction of Performance Obligation
The vast majority of the Company’s revenue is derived from agreements with customers based on the customer placing an order
for products. Pricing for
 
the most part is
 
determined when the Company and
 
the customer agree upon the
 
specific order, which
establishes the contract for that order.
Revenues are
 
recognized in
 
an amount
 
that reflects
 
the net
 
consideration we
 
expect to
 
receive in
 
exchange for
 
the goods.
 
Our
shell
 
eggs
 
are
 
sold
 
at
 
prices
 
related
 
to
 
independently
 
quoted
 
wholesale
 
market
 
prices
 
or
 
formulas
 
related
 
to
 
our
 
costs
 
of
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
12
production.
 
The
 
Company’s
 
sales
 
predominantly
 
contain
 
a
 
single
 
performance
 
obligation.
 
We
 
recognize
 
revenue
 
upon
satisfaction
 
of
 
the
 
performance
 
obligation
 
with
 
the
 
customer
 
which
 
typically
 
occurs
 
within
 
days
 
of
 
the
 
Company
 
and
 
the
customer agreeing upon the order.
Returns and Refunds
Some of our contracts include a guaranteed sale clause, pursuant to which we credit the customer’s account for product that the
customer is unable to sell before expiration. The Company records an allowance for expected customer returns using historical
return data and comparing to current period sales and accounts receivable. The allowance is recorded as a reduction of sales in
the same period the revenue is recognized.
Sales Incentives Provided to Customers
The
 
Company
 
periodically
 
provides
 
incentive
 
offers
 
to
 
its
 
customers
 
to
 
encourage
 
purchases.
 
Such
 
offers
 
include
 
current
discount offers (e.g.,
 
percentage discounts off
 
current purchases), inducement offers
 
(e.g., offers for
 
future discounts subject
 
to
a minimum
 
current purchase),
 
and other
 
similar offers.
 
Current discount
 
offers, when
 
accepted by
 
customers, are
 
treated as
 
a
reduction to
 
the sales
 
price of
 
the related
 
transaction, while
 
inducement offers,
 
when accepted
 
by customers,
 
are treated
 
as a
reduction
 
to
 
sales
 
price
 
based
 
on
 
estimated
 
future
 
redemption
 
rates.
 
Redemption
 
rates
 
are
 
estimated
 
using
 
the
 
Company’s
historical experience
 
for similar
 
inducement offers.
 
Current discount
 
and inducement
 
offers
 
are presented
 
as a
 
net amount
 
in
‘‘Net sales.’’
Disaggregation of Revenue
The following table provides revenue disaggregated by product category (in thousands):
Thirteen Weeks Ended
September 2, 2023
August 27, 2022
Conventional shell egg sales
$
225,280
$
425,589
Specialty shell egg sales
208,681
200,820
Egg products
22,223
27,640
Other
3,160
4,295
$
459,344
$
658,344
Contract Costs
The Company can incur costs to obtain or fulfill a contract with a customer.
 
If the amortization period of these costs is less than
one year,
 
they are
 
expensed as
 
incurred. When
 
the amortization
 
period is
 
greater than
 
one year,
 
a contract
 
asset is
 
recognized
and is
 
amortized over
 
the contract
 
life as
 
a reduction
 
in net
 
sales. As
 
of September
 
2, 2023
 
and June
 
3, 2023,
 
the balance
 
for
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.
Note 8 - Stock Based Compensation
Total
 
stock-based
 
compensation
 
expense
 
was
 
$
1.0
 
million
 
for
 
the
 
thirteen
 
weeks
 
ended
 
September
 
2,
 
2023
 
and
 
August
 
27,
2022.
Unrecognized compensation
 
expense as
 
a result
 
of non-vested
 
shares of
 
restricted stock
 
outstanding under
 
the Amended
 
and
Restated
 
2012
 
Omnibus
 
Long-Term
 
Incentive
 
Plan
 
at
 
September
 
2,
 
2023
 
of
 
$
6.1
 
million
 
will
 
be
 
recorded
 
over
 
a
 
weighted
average period of
1.9
 
years. Refer to Part II
 
Item 8, Notes to Consolidated
 
Financial Statements and Supplementary Data, Note
14 - Stock Compensation Plans in our 2023 Annual Report for further information on our stock compensation plans.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
13
The Company’s restricted share activity for the thirteen weeks ended September 2, 2023 follows:
Number of
Shares
Weighted
Average Grant
Date Fair Value
Outstanding, June 3, 2023
294,140
$
43.72
Vested
(305)
37.70
Forfeited
(1,329)
44.68
Outstanding, September 2, 2023
292,506
$
43.72
 
Note 9 - Commitments and Contingencies
LEGAL PROCEEDINGS
State of Texas v.
 
Cal-Maine Foods, Inc. d/b/a Wharton; and Wharton County Foods, LLC
 
On April 23,
 
2020, the Company
 
and its subsidiary
 
Wharton County Foods,
 
LLC (“WCF”) were
 
named as defendants
 
in State
of
 
Texas
 
v.
 
Cal-Maine Foods,
 
Inc. d/b/a
 
Wharton; and
 
Wharton County
 
Foods, LLC,
 
Cause No.
 
2020-25427,
 
in the
 
District
Court of
 
Harris County,
 
Texas.
 
The State
 
of Texas
 
(the “State”)
 
asserted claims
 
based on
 
the Company’s
 
and WCF’s
 
alleged
violation
 
of
 
the
 
Texas
 
Deceptive
 
Trade
 
Practices—Consumer
 
Protection
 
Act,
 
Tex.
 
Bus.
 
&
 
Com.
 
Code
 
§§
 
17.41-17.63
(“DTPA”).
 
The
 
State
 
claimed
 
that
 
the
 
Company
 
and
 
WCF
 
offered
 
shell
 
eggs
 
at
 
excessive
 
or
 
exorbitant
 
prices
 
during
 
the
COVID-19
 
state
 
of
 
emergency
 
and
 
made
 
misleading
 
statements
 
about
 
shell
 
egg
 
prices.
 
The
 
State
 
sought
 
temporary
 
and
permanent
 
injunctions
 
against
 
the
 
Company
 
and
 
WCF
 
to
 
prevent
 
further
 
alleged
 
violations
 
of
 
the
 
DTPA,
 
along
 
with
 
over
$
100,000
 
in damages. On August 13, 2020, the court granted the defendants’ motion to dismiss the State’s original petition with
prejudice. On September 11,
 
2020, the State filed a
 
notice of appeal, which was
 
assigned to the Texas
 
Court of Appeals for the
First
 
District.
 
On
 
August
 
16,
 
2022,
 
the
 
appeals
 
court
 
reversed
 
and
 
remanded
 
the
 
case
 
back
 
to
 
the
 
trial
 
court
 
for
 
further
proceedings. On October 31, 2022, the Company and WCF appealed the First District Court’s
 
decision to the Supreme Court of
Texas.
 
On September 29, 2023,
 
the Supreme Court denied
 
the Company’s
 
Petition for Review so
 
the case will be
 
remanded to
the trial court for further proceedings. Management believes the risk of material loss related to this matter to be
 
remote.
 
Bell et al. v. Cal-Maine Foods et al.
 
On April
 
30, 2020,
 
the Company
 
was named
 
as one
 
of several
 
defendants in
 
Bell et
 
al. v.
 
Cal-Maine Foods
 
et al.,
 
Case No.
1:20-cv-461,
 
in
 
the
 
Western
 
District
 
of
 
Texas,
 
Austin
 
Division.
 
The
 
defendants
 
include
 
numerous
 
grocery
 
stores,
 
retailers,
producers, and farms. Plaintiffs assert that defendants violated the DTPA
 
by allegedly demanding exorbitant or excessive prices
for eggs
 
during the
 
COVID-19 state
 
of emergency.
 
Plaintiffs
 
request certification
 
of a
 
class of
 
all consumers
 
who purchased
eggs
 
in
 
Texas
 
sold,
 
distributed,
 
produced,
 
or
 
handled
 
by
 
any
 
of
 
the
 
defendants
 
during
 
the
 
COVID-19
 
state
 
of
 
emergency.
Plaintiffs seek to enjoin the Company and
 
other defendants from selling eggs at a price more
 
than 10% greater than the price of
eggs prior
 
to the
 
declaration of
 
the state
 
of emergency
 
and damages
 
in the
 
amount of
 
$
10,000
 
per violation,
 
or $
250,000
 
for
each violation
 
impacting anyone
 
over 65
 
years old.
 
On December
 
1, 2020,
 
the Company
 
and certain
 
other defendants
 
filed a
motion to
 
dismiss the
 
plaintiffs’ amended
 
class action
 
complaint. The
 
plaintiffs subsequently
 
filed a
 
motion to
 
strike, and
 
the
motion to
 
dismiss and
 
related proceedings were
 
referred to
 
a United
 
States magistrate
 
judge. On
 
July 14,
 
2021, the
 
magistrate
judge
 
issued
 
a
 
report
 
and
 
recommendation
 
to
 
the
 
court
 
that
 
the
 
defendants’
 
motion
 
to
 
dismiss
 
be
 
granted
 
and
 
the
 
case
 
be
dismissed without prejudice for lack of subject matter jurisdiction. On September 20, 2021, the court dismissed the case without
prejudice.
 
On
 
July
 
13,
 
2022,
 
the
 
court
 
denied
 
the
 
plaintiffs’
 
motion
 
to
 
set
 
aside
 
or
 
amend
 
the
 
judgment
 
to
 
amend
 
their
complaint.
On March 15, 2022, plaintiffs
 
filed a second suit against the
 
Company and several defendants in Bell et
 
al. v.
 
Cal-Maine Foods
et al.,
 
Case No.
 
1:22-cv-246, in
 
the Western
 
District of
 
Texas,
 
Austin Division
 
alleging the
 
same assertions
 
as laid
 
out in
 
the
first
 
complaint. On
 
August
 
12,
 
2022,
 
the Company
 
and other
 
defendants in
 
the
 
case
 
filed
 
a
 
motion
 
to dismiss
 
the plaintiffs’
class action
 
complaint. On January
 
9, 2023, the
 
court entered
 
an order and
 
final judgement granting
 
the Company’s
 
motion to
dismiss.
 
On February
 
8, 2023,
 
the plaintiffs
 
appealed the
 
lower court’s
 
judgement to
 
the United
 
States Court
 
of Appeals
 
for the
 
Fifth
Circuit, Case No. 23-50112.
 
The parties filed their respective
 
appellate briefs, but the court
 
has not ruled on
 
these submissions.
Management believes the risk of material loss related to both matters to be remote.
 
 
14
Kraft Foods Global, Inc. et al. v. United Egg Producers, Inc. et al.
 
As previously
 
reported, on
 
September 25,
 
2008, the
 
Company was
 
named as
 
one of
 
several defendants
 
in numerous
 
antitrust
cases involving
 
the United
 
States shell
 
egg industry.
 
The Company
 
settled all
 
of these
 
cases, except
 
for the
 
claims of
 
certain
plaintiffs who sought substantial damages allegedly arising from the purchase of egg
 
products (as opposed to shell eggs). These
remaining plaintiffs are
 
Kraft Food Global,
 
Inc., General Mills, Inc.,
 
and Nestle USA, Inc.
 
(the “Egg Products Plaintiffs”)
 
and,
until a subsequent settlement was reached as described below, The Kellogg Company.
On September
 
13, 2019,
 
the case
 
with the
 
Egg Products
 
Plaintiffs was
 
remanded from
 
a multi-district
 
litigation proceeding
 
in
the
 
United
 
States
 
District
 
Court
 
for
 
the
 
Eastern
 
District
 
of
 
Pennsylvania,
 
In
 
re
 
Processed
 
Egg
 
Products
 
Antitrust
 
Litigation,
MDL No. 2002, to the United States District Court for
 
the Northern District of Illinois, Kraft Foods Global, Inc. et
 
al. v. United
Egg
 
Producers,
 
Inc.
 
et
 
al.,
 
Case
 
No.
 
1:11-cv-8808,
 
for
 
trial.
 
The
 
Egg
 
Products
 
Plaintiffs
 
allege
 
that
 
the
 
Company
 
and
 
other
defendants
 
violated
 
Section
 
1
 
of
 
the
 
Sherman
 
Act,
 
15.
 
U.S.C.
 
§
 
1,
 
by
 
agreeing
 
to
 
limit
 
the
 
production
 
of
 
eggs
 
and
 
thereby
illegally to raise the prices that plaintiffs paid for processed egg products. In particular, the Egg Products Plaintiffs are attacking
certain features of the United
 
Egg Producers animal-welfare guidelines and program
 
used by the Company and many
 
other egg
producers. The Egg
 
Products Plaintiffs
 
seek to
 
enjoin the
 
Company and other
 
defendants from engaging
 
in antitrust violations
and seek treble money damages. On May 2, 2022, the court
 
set trial for October 24, 2022, but on September 20, 2022,
 
the court
cancelled the trial date due to COVID-19 protocols and converted the trial date to a status hearing
 
to reschedule the jury trial. A
preliminary pre-trial order was filed by the parties on August 22, 2023, and trial is now set for October 17, 2023.
 
In addition,
 
on October
 
24, 2019,
 
the Company
 
entered into
 
a confidential
 
settlement agreement
 
with The
 
Kellogg Company
dismissing
 
all
 
claims
 
against
 
the
 
Company
 
for
 
an
 
amount
 
that
 
did
 
not
 
have
 
a
 
material
 
impact
 
on
 
the
 
Company’s
 
financial
condition or results of operations. On November 11, 2019, a stipulation for dismissal was filed with the court, and on March 28,
2022, the court dismissed the Company with prejudice.
The Company intends to continue to defend the remaining case with the Egg Products Plaintiffs
 
as vigorously as possible based
on
 
defenses
 
which
 
the
 
Company
 
believes
 
are
 
meritorious
 
and
 
provable.
 
Adjustments,
 
if
 
any,
 
which
 
might
 
result
 
from
 
the
resolution of
 
this remaining
 
matter with
 
the Egg
 
Products Plaintiffs
 
have not
 
been reflected
 
in the
 
financial statements.
 
While
management
 
believes
 
that
 
there
 
is
 
still
 
a
 
reasonable
 
possibility
 
of
 
a
 
material
 
adverse
 
outcome
 
from
 
the
 
case
 
with
 
the
 
Egg
Products Plaintiffs,
 
at the present
 
time, it is
 
not possible to
 
estimate the amount
 
of monetary exposure,
 
if any,
 
to the Company
due
 
to
 
a range
 
of
 
factors, including
 
the following,
 
among others:
 
two earlier
 
trials based
 
on
 
substantially the
 
same facts
 
and
legal arguments
 
resulted in
 
findings of
 
no conspiracy
 
and/or damages;
 
this trial
 
will be
 
before a
 
different judge
 
and jury
 
in a
different
 
court than
 
prior related
 
cases; there
 
are significant
 
factual issues
 
to be
 
resolved; and
 
there are
 
requests for
 
damages
other than compensatory damages (i.e., injunction and treble money damages).
State of Oklahoma Watershed Pollution Litigation
On June
 
18, 2005, the
 
State of Oklahoma
 
filed suit, in
 
the United States
 
District Court for
 
the Northern District
 
of Oklahoma,
against Cal-Maine
 
Foods, Inc.
 
and Tyson
 
Foods, Inc.,
 
Cobb-Vantress,
 
Inc., Cargill,
 
Inc., George’s,
 
Inc., Peterson
 
Farms, Inc.
and
 
Simmons Foods,
 
Inc.,
 
and
 
certain
 
of
 
their affiliates.
 
The
 
State of
 
Oklahoma claims
 
that
 
through
 
the disposal
 
of
 
chicken
litter the defendants
 
polluted the Illinois
 
River Watershed.
 
This watershed provides
 
water to eastern
 
Oklahoma. The complaint
sought
 
injunctive relief
 
and
 
monetary damages,
 
but
 
the
 
claim for
 
monetary damages
 
was
 
dismissed by
 
the
 
court. Cal-Maine
Foods,
 
Inc.
 
discontinued
 
operations
 
in
 
the
 
watershed
 
in
 
or
 
around
 
2005.
 
Since
 
the
 
litigation
 
began,
 
Cal-Maine
 
Foods,
 
Inc.
purchased
100
%
 
of
 
the
 
membership
 
interests
 
of
 
Benton
 
County
 
Foods,
 
LLC,
 
which
 
is
 
an
 
ongoing
 
commercial
 
shell
 
egg
operation within
 
the Illinois
 
River Watershed.
 
Benton County
 
Foods, LLC
 
is not
 
a defendant
 
in the
 
litigation. We
 
also have
 
a
number of small contract producers that operate in the area.
 
15
The non-jury trial in the case began in September 2009 and concluded in February 2010. On January 18, 2023, the court entered
findings of fact
 
and conclusions of
 
law in favor
 
of the State
 
of Oklahoma, but
 
no penalties were
 
assessed. The court
 
found the
defendants
 
liable
 
for
 
state
 
law
 
nuisance,
 
federal
 
common
 
law
 
nuisance,
 
and
 
state
 
law
 
trespass.
 
The
 
court
 
also
 
found
 
the
producers
 
vicariously
 
liable for
 
the
 
actions of
 
their
 
contract producers.
 
The
 
court directed
 
the
 
parties
 
to
 
confer
 
in attempt
 
to
reach agreement
 
on appropriate
 
remedies. On
 
June 12,
 
2023, the
 
court ordered
 
the parties
 
to mediate
 
before the
 
Tenth
 
Circuit
Chief
 
Judge
 
Deanell
 
Reece
 
Tacha
 
and
 
instructed
 
the
 
parties
 
to
 
file
 
a
 
joint
 
status
 
report
 
14
 
days
 
following
 
mediation.
 
While
management believes there
 
is a
 
reasonable possibility of
 
a material loss
 
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 a
 
range of
 
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
 
ongoing
 
negotiations
 
and
 
mediation
 
with
 
the
 
State
 
of
Oklahoma, and uncertainty regarding what our proportionate share
 
of any remedy would be, although
 
we believe that our share
compared to the other defendants is small.
Other Matters
In addition to the above, the Company is involved in various other claims and litigation incidental to its business. Although the
outcome of these matters cannot be determined with certainty, management, upon the advice of counsel, is of the opinion that
the final outcome should not have a material effect on the Company’s consolidated results of operations or financial position.
Note 10 - Subsequent Events
Effective
 
on
 
September
 
28,
 
2023,
 
the
 
Company
 
entered
 
into
 
a
 
definitive
 
agreement
 
to
 
acquire
 
substantially
 
all
 
the
 
assets
 
of
Fassio
 
Egg
 
Farms,
 
Inc.
 
(“Fassio”),
 
related
 
to
 
its
 
commercial
 
shell
 
egg
 
production
 
and
 
processing
 
business.
 
The
 
assets
 
to
 
be
acquired, subject to the completion of
 
this transaction, include commercial shell egg
 
production and processing facilities with a
current capacity
 
of approximately
1.2
 
million laying
 
hens, primarily
 
cage-free, a
 
feed mill,
 
pullets, a
 
fertilizer production
 
and
composting operation and land located in Erda, Utah, outside Salt Lake City.
 
16
ITEM
 
2.
 
MANAGEMENT’S
DISCUSSION
AND
 
ANALYSIS
 
OF
 
FINANCIAL
 
CONDITION
 
AND
 
RESULTS
 
OF
OPERATIONS
The following
 
should be
 
read in
 
conjunction with
 
Management’s
 
Discussion and
 
Analysis of
 
Financial Condition
 
and Results
of Operations included
 
in Part II
 
Item 7 of
 
the Company’s
 
Annual Report on
 
Form 10-K for
 
its fiscal year
 
ended June 3,
 
2023
(the “2023 Annual Report”), and the accompanying financial statements and notes included in Part II Item 8 of the 2023 Annual
Report and in
 
of this Quarterly Report on Form 10-Q (“Quarterly Report”).
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 Part
 
I Item
 
1A of
 
the 2023
Annual Report,
 
the risk
 
factors (if
 
any) set
 
forth in
 
Part II
 
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
 
and higher
 
and potentially
further increases in, inflation
 
and 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.
GENERAL
Cal-Maine
 
Foods,
 
Inc.
 
(the
 
“Company,”
 
“we,”
 
“us,”
 
“our”)
 
is
 
primarily
 
engaged
 
in
 
the
 
production,
 
grading,
 
packaging,
marketing and
 
distribution of
 
fresh shell
 
eggs. Our
 
operations are
 
fully integrated
 
and we
 
have one
 
operating and
 
reportable
segment.
 
We
 
are
 
the
 
largest
 
producer
 
and
 
distributor
 
of
 
fresh
 
shell
 
eggs
 
in
 
the
 
U.S.
 
Our
 
total
 
flock
 
of
 
approximately
 
41.9
million layers and
 
10.0 million pullets
 
and breeders is
 
the largest in
 
the U.S. We
 
sell most of
 
our shell eggs
 
to a diverse
 
group
of customers, including
 
national and regional
 
grocery store chains,
 
club stores, companies
 
servicing independent supermarkets
in
 
the
 
U.S.,
 
food
 
service
 
distributors,
 
and
 
egg
 
product
 
consumers
 
located
 
primarily
 
in
 
states
 
across
 
the
 
southwestern,
southeastern, mid-western and mid-Atlantic regions of the U.S.
 
Our operating
 
results are
 
materially impacted
 
by market
 
prices for
 
eggs and
 
feed grains
 
(corn
 
and soybean
 
meal), which
 
are
highly
 
volatile,
 
independent
 
of
 
each
 
other,
 
and
 
out
 
of
 
our
 
control.
 
Generally,
 
higher
 
market
 
prices
 
for
 
eggs
 
have
 
a
 
positive
impact
 
on
 
our
 
financial
 
results
 
while
 
higher
 
market
 
prices
 
for
 
feed
 
grains
 
have
 
a
 
negative
 
impact
 
on
 
our
 
financial
 
results.
Although we
 
use a
 
variety of pricing
 
mechanisms in pricing
 
agreements with our
 
customers, we sell
 
most of
 
our conventional
shell eggs
 
based on
 
formulas that
 
consider,
 
in varying
 
ways, independently
 
quoted regional
 
wholesale market
 
prices for
 
shell
eggs
 
or
 
formulas
 
related
 
to
 
our
 
costs
 
of
 
production
 
which
 
include
 
the
 
cost
 
of
 
corn
 
and
 
soybean
 
meal.
 
We
 
do
 
not
 
sell
 
eggs
directly to consumers or set the prices at which eggs are sold to consumers.
17
Retail
 
sales
 
of
 
shell
 
eggs
 
historically
 
have
 
been
 
highest
 
during
 
the
 
fall
 
and
 
winter
 
months
 
and
 
lowest
 
during
 
the
 
summer
months. Prices
 
for shell
 
eggs fluctuate
 
in response
 
to seasonal
 
demand factors
 
and a
 
natural increase
 
in egg
 
production during
the
 
spring
 
and
 
early
 
summer.
 
Historically,
 
shell
 
egg
 
prices
 
tend
 
to
 
increase
 
with
 
the
 
start
 
of
 
the
 
school
 
year
 
and
 
tend
 
to
 
be
highest
 
prior
 
to
 
holiday
 
periods,
 
particularly
 
Thanksgiving,
 
Christmas
 
and
 
Easter.
 
Consequently,
 
and
 
all
 
other
 
things
 
being
equal, we would expect to
 
experience lower selling prices, sales volumes
 
and net income (and may
 
incur net losses) in our
 
first
and
 
fourth
 
fiscal
 
quarters
 
ending
 
in
 
August/September
 
and
 
May/June,
 
respectively.
 
Because
 
of
 
the
 
seasonal
 
and
 
quarterly
fluctuations,
 
comparisons
 
of
 
our
 
sales
 
and
 
operating
 
results
 
between
 
different
 
quarters
 
within
 
a
 
single
 
fiscal
 
year
 
are
 
not
necessarily meaningful comparisons.
We
 
routinely
 
fill
 
our
 
storage
 
bins
 
during
 
harvest
 
season
 
when
 
prices
 
for
 
feed
 
ingredients
 
are
 
generally
 
lower.
 
To
 
ensure
continued availability
 
of feed
 
ingredients, we
 
may enter
 
into contracts
 
for future
 
purchases of
 
corn and
 
soybean meal,
 
and as
part
 
of
 
these
 
contracts,
 
we
 
may
 
lock-in
 
the
 
basis
 
portion
 
of
 
our
 
grain
 
purchases
 
several
 
months
 
in
 
advance.
 
Basis
 
is
 
the
difference between
 
the local
 
cash price
 
for grain
 
and the
 
applicable futures
 
price. A
 
basis contract
 
is a
 
common transaction
 
in
the grain
 
market that
 
allows us
 
to lock-in
 
a basis
 
level for
 
a specific
 
delivery period
 
and wait
 
to set
 
the futures
 
price at
 
a later
date. Furthermore,
 
due to
 
the more
 
limited supply
 
for organic
 
ingredients,
 
we may
 
commit to
 
purchase organic
 
ingredients in
advance to help ensure supply. Ordinarily,
 
we do not enter into long-term contracts beyond a year to purchase corn and soybean
meal
 
or
 
hedge
 
against
 
increases
 
in
 
the
 
prices
 
of
 
corn
 
and
 
soybean
 
meal.
 
Corn
 
and
 
soybean
 
meal
 
are
 
commodities
 
and
 
are
subject
 
to
 
volatile
 
price
 
changes
 
due
 
to
 
weather,
 
various
 
supply
 
and
 
demand
 
factors,
 
transportation
 
and
 
storage
 
costs,
speculators, agricultural, energy and trade policies in the U.S. and internationally,
 
and most recently the Russia-Ukraine war.
An important competitive advantage for Cal-Maine Foods is our ability to meet
 
our customers’ evolving needs with a favorable
product
 
mix
 
of
 
conventional
 
and
 
specialty
 
eggs,
 
including
 
cage-free,
 
organic
 
and
 
other
 
specialty
 
offerings,
 
as
 
well
 
as
 
egg
products.
 
We
 
have
 
also
 
enhanced
 
our
 
efforts
 
to
 
provide
 
free-range
 
and
 
pasture-raised
 
eggs
 
that
 
meet
 
consumers’
 
evolving
choice
 
preferences.
 
While
 
a
 
small
 
part
 
of
 
our
 
current
 
business,
 
the
 
free-range
 
and
 
pasture-raised
 
eggs
 
we
 
produce
 
and
 
sell
represent attractive offerings to a subset
 
of consumers, and therefore our customers, and help
 
us continue to serve as the trusted
provider of quality food choices.
CAGE-FREE EGGS
Ten
 
states have
 
passed
 
legislation or
 
regulations mandating
 
minimum space
 
or
 
cage-free requirements
 
for
 
egg production
 
or
mandated
 
the
 
sale
 
of
 
only
 
cage-free
 
eggs
 
and
 
egg
 
products
 
in
 
their
 
states,
 
with
 
implementation
 
of
 
these
 
laws
 
ranging
 
from
January 2022
 
to January
 
2026. These
 
states represent
 
approximately 27%
 
of
 
the U.S.
 
total
 
population according
 
to the
 
2020
U.S. Census.
 
California, Massachusetts,
 
and Colorado,
 
which collectively
 
represent approximately
 
16% of
 
the total
 
estimated
U.S. population,
 
have cage-free
 
legislation in
 
effect currently.
 
In May
 
2023, the
 
U.S. Supreme
 
Court upheld
 
as constitutional
California’s
 
law
 
that
 
requires
 
the
 
sale
 
of
 
only
 
cage-free
 
eggs
 
in
 
that
 
state
 
and
 
regardless
 
of
 
the
 
state
 
in
 
which
 
the
 
eggs
 
are
produced. Although
 
we do
 
not sell
 
the majority
 
of our
 
eggs in
 
these ten
 
states, these
 
state laws
 
have impacted
 
egg production
practices nationally.
A
 
significant
 
number
 
of
 
our
 
customers
 
previously
 
announced
 
goals
 
to
 
offer
 
cage-free
 
eggs
 
exclusively
 
on
 
or
 
before
 
2026,
subject in
 
most cases to
 
availability of supply,
 
affordability and
 
consumer demand, among
 
other contingencies. Some
 
of these
customers have
 
recently changed
 
those goals
 
to offer
 
70% cage-free
 
eggs by
 
the end
 
of 2030.
 
Our customers
 
typically do
 
not
commit to long-term purchases of specific quantities or
 
types of eggs with us, and as
 
a result, it is difficult to
 
accurately predict
customer
 
requirements
 
for
 
cage-free
 
eggs.
 
We
 
are
 
focused
 
on
 
adjusting
 
our
 
cage-free
 
production
 
capacity
 
with
 
a
 
goal
 
of
meeting
 
the
 
future
 
needs
 
of
 
our
 
customers
 
in
 
light
 
of
 
changing
 
state
 
requirements
 
and
 
our
 
customer’s
 
goals.
 
As
 
always,
 
we
strive to
 
offer a
 
product mix
 
that aligns
 
with current
 
and anticipated
 
customer purchase
 
decisions. We
 
are engaging
 
with our
customers to
 
help them
 
meet their
 
announced goals
 
and needs.
 
We
 
have invested
 
significant capital
 
in recent
 
years to
 
acquire
and construct cage-free facilities, and we expect our focus for
 
future expansion will continue to include cage-free facilities. Our
volume
 
of
 
cage-free
 
egg
 
sales
 
has
 
continued
 
to
 
increase
 
and
 
account
 
for
 
a
 
larger
 
share
 
of
 
our
 
product
 
mix.
 
Cage-free
 
egg
revenue represented approximately 33.0% of our total net shell egg revenue for the first quarter of fiscal year 2024. At the same
time,
 
we
 
understand
 
the importance
 
of
 
our
 
continued
 
ability to
 
provide conventional
 
eggs
 
in order
 
to
 
provide our
 
customers
with a variety of egg choices and to address hunger in our communities.
 
For
 
additional
 
information,
 
see
 
the
 
2023
 
Annual
 
Report,
 
Part
 
I
 
Item
 
1,
 
“Business
 
–
 
Specialty
 
Eggs,”
 
“Business
 
–
 
Growth
Strategy” and
 
“Business –
 
Government Regulation,”
 
and the
 
first risk
 
factor in
 
Part I
 
Item 1A,
 
“Risk Factors”
 
under the
 
sub-
heading “Legal and Regulatory Risk Factors.”
ACQUISITION
After the
 
end of
 
the fiscal
 
quarter,
 
we entered
 
into a
 
definitive agreement
 
to acquire
 
substantially all
 
the assets
 
of Fassio
 
Egg
Farms,
 
Inc.
 
(“Fassio”),
 
related
 
to
 
its
 
commercial
 
shell
 
egg
 
production
 
and
 
processing
 
business.
 
The
 
assets
 
to
 
be
 
acquired,
18
subject to
 
the completion
 
of the
 
transaction, include
 
commercial shell
 
egg production
 
and processing
 
facilities with
 
a current
capacity
 
of
 
approximately
 
1.2
 
million
 
laying
 
hens,
 
primarily
 
cage-free,
 
a
 
feed
 
mill,
 
pullets,
 
a
 
fertilizer
 
production
 
and
composting
 
operation
 
and
 
land
 
located
 
in
 
Erda,
 
Utah,
 
outside
 
Salt
 
Lake
 
City.
 
We
 
expect
 
the
 
transaction
 
to
 
close
 
during
 
the
second quarter of fiscal 2024,
 
subject to customary closing conditions. Once
 
completed, the acquisition will expand our
 
market
presence in Utah and the western United States.
HPAI;
 
EGG SUPPLY OUTLOOK
The most recent
 
outbreak of highly
 
pathogenic avian influenza (“HPAI”)
 
impacted our business
 
and financial results primarily
during the fourth quarter of fiscal 2022
 
and continuing through the first part of our
 
fourth quarter of fiscal 2023.
 
For additional
information, see
 
the 2023
 
Annual Report,
 
Part II
 
Item 7
 
“Management’s
 
Discussion and
 
Analysis of
 
Financial Condition
 
and
Results of Operations –
 
HPAI.”
 
While the last occurrence
 
in a commercial egg
 
laying flock was in
 
December 2022, there have
been
 
occurrences in
 
other
 
avian populations
 
in
 
the
 
U.S.
 
since then.
 
HPAI
 
is
 
still present
 
in
 
the
 
wild bird
 
population and
 
the
extent
 
of
 
possible
 
future
 
outbreaks,
 
particularly
 
during
 
the
 
upcoming
 
fall
 
migration
 
season,
 
cannot
 
be
 
predicted.
 
There
 
have
been no
 
positive tests
 
for HPAI
 
at any
 
of Cal-Maine
 
Foods’ owned
 
or contracted
 
production facilities
 
as of
 
October 3,
 
2023.
Based on USDA data,
 
we believe that the
 
U.S. layer hen flock,
 
which declined as a
 
result of flock depletions due
 
to HPAI,
 
has
largely recovered but remains slightly lower than the five-year average.
Layer hen numbers
 
reported by the
 
USDA as of
 
September 1, 2023,
 
were 318.2 million,
 
which represents an
 
increase of 3.1%
compared with
 
the
 
layer hen
 
inventory
 
a year
 
ago. The
 
USDA also
 
reported
 
that
 
the hatch
 
from April
 
2023
 
through August
2023 increased 2.0% as compared with the prior-year period, indicating that layer flocks may continue to increase in the future.
 
EXECUTIVE OVERVIEW
For the first quarter
 
of fiscal 2024, we
 
recorded a gross profit
 
of $45.4 million compared
 
to $217.5 million for
 
the same period
of fiscal 2023, with
 
the decrease due primarily
 
to lower conventional shell
 
egg prices and increased
 
labor costs, partially offset
by lower farm production costs due to the decrease in feed ingredient prices.
Our
 
net
 
average selling
 
price
 
per
 
dozen for
 
the first
 
quarter
 
of
 
fiscal 2024
 
was
 
$1.589
 
compared
 
to $2.275
 
in
 
the prior-year
period. Conventional egg
 
prices per dozen
 
were $1.241
 
compared to $2.368
 
for the prior-year
 
period, and specialty
 
egg prices
per dozen were $2.278 compared
 
to $2.101 for the prior-year
 
period. Conventional egg prices were
 
lower in the first
 
quarter of
fiscal 2024
 
compared to
 
the prior-year
 
period as
 
overall egg
 
supply recovers
 
from the
 
most recent
 
HPAI
 
outbreak. The
 
daily
average price for the Urner Barry southeast large index for the first quarter of fiscal 2024 decreased 48.7% from the comparable
period in the
 
prior year.
 
In the first
 
quarter of fiscal 2024,
 
specialty egg prices exceeded
 
conventional egg prices as
 
opposed to
the first
 
quarter of
 
fiscal 2023,
 
returning to
 
a historically
 
normal relative
 
position. Conventional
 
egg prices
 
generally respond
more quickly
 
to market
 
conditions because
 
we sell
 
the majority
 
of our
 
conventional shell
 
eggs based
 
on formulas
 
that adjust
periodically and
 
take into
 
account, in
 
varying ways,
 
independently quoted
 
regional wholesale
 
market prices
 
for shell
 
eggs or
formulas related to our
 
costs of production. The
 
majority of our specialty
 
eggs are typically sold
 
at prices and terms
 
negotiated
directly with
 
customers and
 
therefore do
 
not fluctuate
 
as much
 
as conventional
 
pricing. For
 
information about
 
historical shell
egg prices, see Part I Item I of our 2023 Annual Report.
 
Our total
 
dozens sold
 
decreased 0.8%
 
to 273.1
 
million dozen
 
shell eggs
 
for the
 
first quarter
 
of fiscal
 
2024 compared
 
to 275.3
million dozen for
 
the same period
 
of fiscal 2023.
 
For the first
 
quarter of fiscal
 
2024, conventional dozens
 
sold increased 1.0%
and specialty dozens sold decreased 4.2% as compared
 
to the same quarter in fiscal 2023. Demand
 
for specialty eggs decreased
in
 
the
 
first
 
quarter
 
of
 
fiscal
 
2024
 
compared
 
to
 
the
 
same
 
prior
 
year
 
period
 
due
 
primarily
 
to
 
the
 
large
 
decrease
 
in
 
prices
 
for
conventional eggs compared to the prior four quarters.
 
Our farm
 
production costs
 
per dozen
 
produced for
 
the first
 
quarter of
 
fiscal 2024
 
decreased 1.0%,
 
or $0.01,
 
compared to
 
the
first quarter of
 
fiscal 2023. However,
 
feed costs per
 
dozen produced decreased 10.5%
 
or $0.07 compared
 
to the first
 
quarter of
fiscal 2023
 
primarily due
 
to reduced
 
corn prices,
 
our primary
 
feed ingredient.
 
For the
 
first quarter
 
of fiscal
 
2024, the
 
average
Chicago
 
Board
 
of
 
Trade
 
(“CBOT”)
 
daily
 
market
 
price
 
was
 
$5.30
 
per
 
bushel
 
for
 
corn
 
and
 
$422
 
per
 
ton
 
for
 
soybean
 
meal,
representing decreases of 20.2% and 7.4%, respectively,
 
compared to the average daily CBOT prices for the
 
comparable period
in the prior year. For information about historical corn and soybean meal prices, see Part I Item I of our 2023 Annual Report.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
19
RESULTS OF OPERATIONS
The following table sets
 
forth, for the periods
 
indicated, certain items from
 
our Condensed Consolidated Statements
 
of Income
expressed as a percentage of net sales.
Thirteen Weeks Ended
September 2, 2023
August 27, 2022
Net sales
100.0
%
100.0
%
Cost of sales
90.1
%
67.0
%
Gross profit
9.9
%
33.0
%
Selling, general and administrative
11.3
%
8.1
%
Operating income (loss)
(1.4)
%
24.9
%
Total other income, net
1.6
%
0.2
%
Income before income taxes
0.2
%
25.1
%
Income tax expense
0.1
%
6.1
%
Net income
0.1
%
19.0
%
Less: Loss attributable to noncontrolling interest
(0.1)
%
—
%
Net income attributable to Cal-Maine Foods, Inc.
0.2
%
19.0
%
NET SALES
Total net
 
sales for the first
 
quarter of fiscal 2024
 
were $459.3 million compared
 
to $658.3 million for
 
the same period of
 
fiscal
2023.
Net shell
 
egg sales
 
represented 95.2%
 
and 95.8%
 
of total
 
net sales
 
for the
 
first quarters
 
of fiscal
 
2024 and
 
2023, respectively.
Shell egg
 
sales classified
 
as “Other”
 
represent sales
 
of miscellaneous
 
byproducts and
 
resale products
 
included with
 
our shell
egg operations.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
20
The table below presents an analysis of our conventional and specialty shell egg sales (in thousands, except percentage data):
Thirteen Weeks Ended
September 2, 2023
August 27, 2022
Total net sales
$
459,344
$
658,344
Conventional
$
225,280
51.6
%
$
425,589
67.5
%
Specialty
208,681
47.7
%
200,820
31.8
%
Egg sales, net
433,961
99.3
%
626,409
99.3
%
Other
3,160
0.7
%
4,295
0.7
%
Net shell egg sales
$
437,121
100.0
%
$
630,704
100.0
%
Net shell egg sales as a percent of total net sales
95.2
%
95.8
%
Dozens sold:
Conventional
181,530
66.5
%
179,712
65.3
%
Specialty
91,596
33.5
%
95,605
34.7
%
Total dozens sold
273,126
100.0
%
275,317
100.0
%
Net average selling price per dozen:
Conventional
$
1.241
$
2.368
Specialty
$
2.278
$
2.101
All shell eggs
$
1.589
$
2.275
Egg products sales:
 
Egg products net sales
$
22,223
$
27,640
Pounds sold
19,353
16,502
Net average selling price per pound
$
1.148
$
1.675
Shell egg net sales
First Quarter – Fiscal 2024 vs. Fiscal 2023
-
In
 
the first
 
quarter of
 
fiscal 2024,
 
conventional egg
 
sales decreased
 
$200.3 million,
 
or
 
47.1%, compared
 
to the
 
first
quarter
 
of
 
fiscal
 
2023,
 
primarily
 
due
 
to
 
a
 
47.6%
 
decrease
 
in
 
the
 
prices
 
for
 
conventional
 
eggs,
 
which
 
resulted
 
in
 
a
$204.6 million decrease in net sales, partially offset by a 1.0% increase in the volume of conventional eggs sold, which
resulted in a $4.3 million increase in net sales.
-
Conventional egg prices decreased
 
in the first quarter
 
of fiscal 2024 compared
 
to the first quarter
 
of fiscal 2023 as
 
the
U.S.
 
egg supply
 
recovers from
 
the most
 
recent HPAI
 
outbreak that
 
impacted our
 
results primarily
 
during the
 
fourth
quarter of fiscal 2022 and continuing through the first part of our fourth quarter of fiscal 2023.
 
-
Specialty egg
 
sales increased
 
$7.9 million, or
 
3.9%, in
 
the first
 
quarter of fiscal
 
2024 compared
 
to the first
 
quarter of
fiscal
 
2023,
 
primarily
 
due
 
to
 
an
 
8.4%
 
increase
 
in
 
the
 
prices
 
for
 
specialty
 
eggs,
 
which
 
resulted
 
in
 
a
 
$16.2
 
million
increase in net sales,
 
partially offset by
 
a 4.2% decrease in
 
the volume of specialty
 
eggs sold, which resulted
 
in a $8.4
million decrease in net sales.
 
-
Net average selling prices of specialty eggs increased in response to higher input costs and market conditions.
-
Demand for
 
specialty eggs
 
decreased as
 
conventional egg
 
prices were
 
significantly lower
 
in the
 
first quarter
 
of fiscal
2024 compared to the first quarter of fiscal 2023.
 
-
Cage-free egg
 
revenue for
 
the first
 
quarter of
 
fiscal 2024
 
represented 33.0%
 
of our
 
total net
 
shell egg
 
revenue versus
19.4% for
 
the same
 
prior year
 
period due
 
to the
 
lower conventional
 
egg prices
 
causing conventional
 
egg revenue
 
to
represent a smaller proportion of our total sales.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
21
Egg products net sales
First Quarter – Fiscal 2024 vs. Fiscal 2023
-
Egg
 
products
 
net
 
sales
 
decreased
 
$5.4
 
million,
 
or
 
19.6%,
 
for
 
the
 
first
 
quarter
 
of
 
fiscal
 
2024
 
compared
 
to
 
the
 
same
period of
 
fiscal 2023,
 
primarily due
 
to a
 
31.5% selling
 
price decrease,
 
which had
 
a $10.2
 
million negative
 
impact on
net sales.
-
Our egg products net average selling price
 
decreased in the first quarter of
 
fiscal 2024, compared to the first
 
quarter of
fiscal 2023 as the supply of shell eggs used to produce egg products recovers from the most recent HPAI outbreak.
 
COST OF SALES
Costs of sales
 
for the first
 
quarter of fiscal
 
2024 were $413.9
 
million compared to
 
$440.9 million for
 
the same period
 
of fiscal
2023.
 
The following table presents the key variables affecting our cost of sales (in thousands, except cost per dozen data):
Thirteen Weeks Ended
September 2, 2023
August 27, 2022
%
Change
Cost of Sales:
Farm production
$
253,507
$
266,651
(4.9)
%
Processing, packaging, and warehouse
81,906
81,417
0.6
Egg purchases and other (including change in inventory)
60,797
68,298
(11.0)
Total shell eggs
396,210
416,366
(4.8)
Egg products
17,701
24,488
(27.7)
Total
$
413,911
$
440,854
(6.1)
%
Farm production costs (per dozen produced)
Feed
$
0.597
$
0.667
(10.5)
%
Other
$
0.439
$
0.379
15.8
%
Total
$
1.036
$
1.046
(1.0)
%
Outside egg purchases (average cost per dozen)
$
1.65
$
2.57
(35.8)
%
Dozens produced
250,356
257,654
(2.8)
%
Percent produced to sold
91.7%
93.6%
(2.0)
%
Farm Production
First Quarter – Fiscal 2024 vs. Fiscal 2023
-
Feed costs per dozen produced decreased 10.5% in the first quarter of fiscal 2024 compared to the first quarter of fiscal
2023. This decrease
 
was primarily due to
 
lower prices for corn,
 
our primary feed
 
ingredient. Basis levels for
 
corn and
soybean meal were lower in our areas of operations compared to our prior year first fiscal quarter. The decrease in feed
cost per
 
dozen resulted
 
in a
 
decrease in
 
cost of
 
sales of
 
$17.5 million
 
for the
 
first quarter
 
of fiscal
 
2024 compared
 
to
the prior period quarter.
-
For the first
 
quarter of fiscal
 
2024, the average
 
daily CBOT market
 
price was $5.30
 
per bushel for
 
corn and $422
 
per
ton of soybean meal, representing decreases of 20.2% and
 
7.4%, respectively, as compared
 
to the average daily CBOT
prices for the first quarter of fiscal 2023.
 
-
Other farm production costs increased primarily due to higher flock amortization and
 
facility costs. Flock amortization
increased
 
primarily
 
from
 
higher
 
capitalized
 
feed
 
costs
 
as
 
well
 
as
 
higher
 
amortization
 
costs
 
from
 
an
 
increase
 
in
 
our
cage-free production.
 
Cage-free dozens
 
sold increased
 
12.6% in
 
the first
 
quarter of
 
fiscal 2024
 
compared to
 
the first
quarter of fiscal 2023.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
22
-
Facility
 
costs
 
increased
 
due
 
primarily
 
to
 
increased
 
labor
 
costs.
 
Labor
 
costs
 
increased
 
16.5%
 
compared
 
to
 
the
 
first
quarter of fiscal 2023 primarily due to increase in contract labor in response to labor shortages.
Current indications
 
for corn
 
project an
 
overall better
 
stocks-to-use ratio;
 
however,
 
until this
 
year’s harvest
 
is complete
 
and as
long
 
as
 
outside
 
factors
 
remain
 
uncertain
 
(including
 
weather
 
patterns
 
and
 
the
 
Russia-Ukraine
 
war
 
and
 
its
 
effect
 
on
 
export
markets), volatility could remain. Soybean meal supply has remained tight relative to demand in the first quarter of fiscal
 
2024.
Processing, packaging, and warehouse
First Quarter – Fiscal 2024 vs. Fiscal 2023
-
Processing, packaging, and warehouse costs remained relatively consistent compared to the first quarter of fiscal 2023.
On a per dozen basis, costs in this category increased due to the decrease in processing volume.
 
Egg purchases and other (including change in inventory)
First Quarter – Fiscal 2024 vs. Fiscal 2023
-
Costs in
 
this category
 
decreased primarily
 
due to
 
lower shell
 
egg prices
 
as the
 
average cost
 
per dozen
 
of outside
 
egg
purchases decreased 35.8% compared to first quarter of fiscal 2023. The decrease was partially offset by an increase in
the volume of outside egg purchases, causing the percentage of produced to sold to decrease to 91.7% from 93.6%.
GROSS PROFIT
 
Gross profit for the first quarter of fiscal 2024 was $45.4 million compared to $217.5 million for the same period of fiscal 2023.
The decrease of $172.1 million was primarily due to lower conventional egg prices and increased labor costs, partially offset by
lower farm production costs due to the decrease in feed ingredient prices.
SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES
Selling,
 
general,
 
and
 
administrative
 
(“SGA”)
 
expenses
 
include
 
costs
 
of
 
marketing,
 
distribution,
 
accounting
 
and
 
corporate
overhead. The following table presents an analysis of our SGA expenses (in thousands):
Thirteen Weeks Ended
September 2, 2023
August 27, 2022
$ Change
% Change
Specialty egg expense
$
12,005
$
13,067
$
(1,062)
(8.1)
%
Delivery expense
17,691
19,916
(2,225)
(11.2)
%
Payroll, taxes and benefits
12,066
10,987
1,079
9.8
%
Stock compensation expense
1,040
1,025
15
1.5
%
Other expenses
9,444
8,612
832
9.7
%
Total
$
52,246
$
53,607
$
(1,361)
(2.5)
%
First Quarter – Fiscal 2024 vs. Fiscal 2023
Specialty egg expense
-
Specialty
 
egg
 
expense
 
decreased
 
primarily
 
due
 
to
 
a
 
reduction
 
in
 
franchise
 
fees
 
to
 
Eggland’s
 
Best,
 
Inc.
 
as
 
well
 
as
reduced sales volume of specialty eggs.
Delivery expense
-
The decreased delivery expense is primarily due to a decrease in fuel and contract trucking expenses in the first quarter
of fiscal 2024 compared to the first quarter of fiscal 2023.
Payroll, taxes and benefits expense
-
The increase
 
in payroll,
 
taxes and
 
benefits expense
 
is due
 
to an
 
increase in
 
salaries and
 
wages compared
 
to the
 
first
quarter of fiscal year 2023.
Other expense
-
The increase in
 
other expense is
 
primarily due an
 
increase in legal
 
fees in the
 
first quarter of
 
fiscal 2024 compared
 
to
the first quarter of fiscal 2023.
 
 
 
 
 
 
 
 
 
23
OPERATING
 
INCOME (LOSS)
For the first quarter
 
of fiscal 2024, we
 
recorded operating loss of
 
$6.8 million compared to
 
operating income of $163.9
 
million
for the same period of fiscal 2023.
OTHER INCOME (EXPENSE)
 
Total
 
other
 
income
 
(expense)
 
consists
 
of
 
items
 
not
 
directly
 
charged
 
or
 
related
 
to
 
operations,
 
such
 
as
 
interest
 
income
 
and
expense, royalty income, equity income or loss of unconsolidated entities, and patronage income, among other items.
For the first
 
quarter of
 
fiscal 2024, we
 
earned $7.5 million
 
of interest income
 
compared to $1.1
 
million for the
 
same period of
fiscal
 
2023.
 
The
 
increase
 
resulted
 
from
 
significantly
 
higher
 
investment
 
balances
 
and
 
higher
 
interest
 
rates.
 
The
 
Company
recorded interest
 
expense of
 
$142 thousand
 
and $148
 
thousand for
 
the first
 
quarters ended
 
September 2,
 
2023 and
 
August 27,
2022, respectively.
INCOME TAXES
For the first quarter of fiscal
 
2024, pre-tax income was $733 thousand
 
compared to $165.5 million for the
 
same period of fiscal
2023. We
 
recorded income tax expense of $322
 
thousand for the first quarter of
 
fiscal 2024, which reflects an effective
 
tax rate
of 43.9%.
 
Income tax expense
 
was $40.3 million
 
for the comparable
 
period of fiscal
 
2023, which reflects
 
an effective tax
 
rate
of 24.4%.
 
The increase
 
in the
 
effective
 
tax rate
 
for first
 
quarter of
 
fiscal 2024
 
is primarily
 
due to
 
the loss
 
attributable to
 
our
noncontrolling interest. Taxable income for the
 
first quarter of fiscal 2024 was $1.2 million and excludes the loss
 
attributable to
noncontrolling interest of $515 thousand, which represents an effective tax rate of 25.7%.
At September 2, 2023, the Company had an income tax receivable of $33.8 million compared to an income tax receivable of
$67.0 million at June 3, 2023. The change is primarily due to receipt during the first quarter of fiscal 2024 of a $33.2 million
federal tax refund plus associated federal interest income related to the carryback of fiscal 2021 taxable net operating losses.
Our effective tax rate differs
 
from the federal statutory income tax rate
 
due to state income taxes, certain
 
federal tax credits and
certain
 
items
 
included
 
in
 
income
 
for
 
financial
 
reporting
 
purposes
 
that
 
are
 
not
 
included
 
in
 
taxable
 
income
 
for
 
income
 
tax
purposes,
 
including
 
tax
 
exempt
 
interest
 
income,
 
certain
 
nondeductible
 
expenses
 
and
 
net
 
income
 
or
 
loss
 
attributable
 
to
 
our
noncontrolling interest.
NET INCOME ATTRIBUTABLE
 
TO CAL-MAINE FOODS, INC.
Net income
 
attributable to
 
Cal-Maine Foods,
 
Inc. for
 
the first
 
quarter ended
 
September 2,
 
2023, was
 
$926 thousand,
 
or $0.02
per basic and
 
diluted common share,
 
compared to net
 
income attributable to
 
Cal-Maine Foods, Inc.
 
of $125.3 million
 
or $2.58
per basic and $2.57 per diluted common share for the same period of fiscal 2023.
LIQUIDITY AND CAPITAL RESOURCES
 
Working Capital and Current Ratio
Our working capital
 
at September 2,
 
2023 was $937.7 million,
 
compared to $942.2
 
million at June
 
3, 2023. The
 
calculation of
working capital
 
is defined
 
as current
 
assets less
 
current liabilities.
 
Our current
 
ratio was
 
8.4 at
 
September 2,
 
2023, compared
with 6.2 at June 3, 2023. The current ratio is calculated by dividing current assets by current liabilities.
Cash Flows from Operating Activities
For the
 
thirteen weeks
 
ended September
 
2, 2023,
 
$23.7 million
 
in net
 
cash was
 
provided by
 
operating activities,
 
compared to
$172.8
 
million
 
provided
 
by
 
operating
 
activities
 
for
 
the
 
comparable
 
period
 
in
 
fiscal
 
2023.
 
The
 
decrease
 
in
 
cash
 
flow
 
from
operating activities resulted primarily from lower selling prices for conventional eggs compared to the prior-year period.
Cash Flows from Investing Activities
We
 
continue to
 
invest in
 
our facilities,
 
with $26.7
 
million used
 
to purchase
 
or construct
 
property,
 
plant and
 
equipment for
 
the
thirteen weeks ended
 
September 2, 2023,
 
compared to $27.7
 
million in the
 
same period of
 
fiscal 2023. Sales
 
and maturities of
investment
 
securities
 
were
 
$135.8
 
million
 
in
 
the
 
first
 
quarter
 
of
 
fiscal
 
2024,
 
compared
 
to
 
$20.3
 
million
 
in
 
fiscal
 
2023.
 
The
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
24
increase in sales
 
and maturities of
 
investment securities is
 
primarily due to
 
the maturities of
 
short-term investments during
 
the
period.
 
Cash Flows from Financing Activities
We
 
paid
 
dividends of
 
$37.0 million
 
for
 
the thirteen
 
weeks ended
 
September 2,
 
2023 compared
 
to $36.7
 
million
 
in the
 
same
prior-year period.
As of September 2, 2023,
 
cash increased $67.5 million since June
 
3, 2023, compared to an
 
increase of $76.9 million during the
same period of fiscal 2023.
Credit Facility
We
 
had no long-term
 
debt outstanding at
 
September 2, 2023
 
or June 3,
 
2023. On November
 
15, 2021, we
 
entered into a
 
credit
agreement
 
that
 
provides for
 
a
 
senior
 
secured revolving
 
credit
 
facility (the
 
“Credit
 
Facility”), in
 
an
 
initial aggregate
 
principal
amount
 
of
 
up
 
to
 
$250
 
million with
 
a
 
five-year
 
term. As
 
of
 
September 2,
 
2023,
 
no
 
amounts were
 
borrowed under
 
the
 
Credit
Facility. We
 
have $4.3 million in outstanding
 
standby letters of credit issued
 
under our Credit Facility for
 
the benefit of certain
insurance companies.
 
Refer to
 
Part II
 
Item 8,
 
Notes to
 
Consolidated Financial
 
Statements and
 
Supplementary Data,
 
Note 10
 
-
Credit Facility included in our 2023 Annual Report for further information regarding our long-term debt.
Material Cash Requirements
We
 
continue
 
to
 
monitor
 
the
 
increasing
 
demand
 
for
 
cage-free
 
eggs
 
and
 
to
 
engage
 
with
 
our
 
customers
 
in
 
efforts
 
to
 
achieve
 
a
smooth transition toward
 
their announced timelines
 
for cage-free egg
 
sales. The
 
following table presents
 
material construction
projects approved as of September 2, 2023 (in thousands):
Project(s) Type
Projected
 
Completion
Projected Cost
Spent as of
September 2, 2023
Remaining
Projected Cost
Cage-Free Layer & Pullet Houses
Fiscal 2024
54,702
23,221
31,481
Cage-Free Layer & Pullet Houses
Fiscal 2025
40,099
29,471
10,628
Feed Mill
Fiscal 2025
10,800
36
10,764
Cage-Free Layer & Pullet Houses
Fiscal 2026
38,883
24,623
14,260
Cage-Free Layer & Pullet Houses
Fiscal 2027
56,923
24,311
32,612
$
201,407
$
101,662
$
99,745
We believe our current cash balances, investments, cash flows from operations, and Credit Facility will be sufficient to fund our
current cash needs for at least the next 12 months.
 
IMPACT OF RECENTLY
 
ISSUED/ADOPTED ACCOUNTING STANDARDS
For
 
information
 
on
 
changes
 
in
 
accounting
 
principles
 
and
 
new
 
accounting
 
policies,
 
see
 
of the Notes to Condensed
 
Consolidated Financial Statements included in this Quarterly Report.
CRITICAL ACCOUNTING ESTIMATES
 
Critical accounting
 
estimates are
 
those estimates
 
made in
 
accordance with
 
U.S. generally
 
accepted accounting
 
principles that
involve
 
a
 
significant
 
level
 
of
 
estimation
 
uncertainty
 
and
 
have
 
had
 
or
 
are
 
reasonably
 
likely
 
to
 
have
 
a
 
material
 
impact
 
on
 
our
financial condition
 
or results
 
of operations.
 
There have
 
been no
 
changes to
 
our critical
 
accounting estimates
 
identified in
 
our
2023 Annual Report.
ITEM 3. QUANTITATIVE
 
AND QUALITATIVE
 
DISCLOSURES ABOUT MARKET RISK
There have been no material changes in our exposure to market risk during the thirteen weeks ended September 2, 2023 from
the information provided in Part II Item 7A Quantitative and Qualitative Disclosures About Market Risk in our 2023 Annual
Report.
25
ITEM 4.
 
CONTROLS
AND
PROCEDURES
Disclosure Controls and Procedures
Our disclosure controls
 
and procedures are
 
designed to
 
provide reasonable assurance
 
that information required
 
to be disclosed
by us in the reports we file
 
or submit under the Exchange Act is recorded,
 
processed, summarized and reported, within the time
periods specified
 
in the
 
Securities and
 
Exchange Commission’s
 
rules and
 
forms. Disclosure controls
 
and procedures
 
include,
without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports
 
that
we file or submit under
 
the Exchange Act is accumulated and
 
communicated to management, including our principal
 
executive
and
 
principal
 
financial
 
officers,
 
or
 
persons
 
performing
 
similar
 
functions,
 
as
 
appropriate
 
to
 
allow
 
timely
 
decisions
 
regarding
required disclosure. Based on an evaluation of our disclosure controls and procedures conducted by our Chief Executive Officer
and
 
Chief
 
Financial
 
Officer,
 
together
 
with
 
other
 
financial
 
officers,
 
such
 
officers
 
concluded
 
that
 
our
 
disclosure
 
controls
 
and
procedures were effective as of September 2, 2023 at the reasonable assurance level.
Changes in Internal Control Over Financial Reporting
There was no
 
change in our
 
internal control over
 
financial reporting that
 
occurred during the
 
quarter ended September
 
2, 2023
that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
26
PART
 
II. OTHER INFORMATION
ITEM 1.
 
LEGAL PROCEEDINGS
Refer
 
to
 
the
 
discussion
 
of
 
certain
 
legal
 
proceedings
 
involving
 
the
 
Company
 
and/or
 
its
 
subsidiaries
 
in
 
(i)
 
our
 
2023
 
Annual
Report,
 
Part I
 
Item 3
 
Legal Proceedings,
 
and Part
 
II
 
Item 8,
 
Notes
 
to Consolidated
 
Financial
 
Statements and
 
Supplementary
Data, Note 16 - Commitments and Contingencies, and (ii) in this Quarterly Report
 
in
of the Notes to Condensed Consolidated Financial Statements, which discussions are incorporated herein by reference.
ITEM 1A.
 
RISK
FACTORS
There have been no material changes in the risk factors previously disclosed in the Company’s 2023 Annual Report.
ITEM 2.
 
UNREGISTERED SALES
 
OF EQUITY
 
SECURITIES, USE
 
OF PROCEEDS,
 
AND ISSUER
 
PURCHASES
OF EQUITY SECURITIES
 
The following table is a summary of our first quarter 2024 share repurchases:
Issuer Purchases of Equity Securities
Total Number of
Maximum Number
Shares Purchased
of Shares that
Total Number
Average
as Part of Publicly
May Yet
 
Be
of Shares
Price Paid
Announced Plans
Purchased Under the
Period
Purchased (1)
per Share
Or Programs
Plans or Programs
06/04/23 to 07/01/23
—
$
—
—
—
07/02/23 to 07/29/23
106
44.75
—
—
07/30/23 to 09/02/23
—
—
—
—
106
$
44.75
—
—
(1)
 
As permitted under our Amended and Restated 2012 Omnibus Long-Term
 
Incentive Plan, these shares were withheld by us to satisfy tax withholding
 
 
obligations for employees in connection with the vesting of restricted common stock.
ITEM 6. EXHIBITS
Exhibits
No.
Description
3.1
3.2
31.1*
31.2*
32**
101.SCH*+
Inline XBRL Taxonomy Extension Schema Document
101.CAL*+
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*+
Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*+
Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*+
Inline XBRL Taxonomy Extension Presentation Linkbase Document
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
 
*
Filed herewith as an Exhibit.
 
**
Furnished herewith as an Exhibit.
+
Submitted electronically with this Quarterly Report.
 
 
27
SIGNATURES
Pursuant to the
 
requirements of the
 
Securities Exchange Act
 
of 1934, the
 
registrant has duly
 
caused this report
 
to be signed
 
on
its behalf by the undersigned, thereunto duly authorized.
CAL-MAINE FOODS, INC.
(Registrant)
Date:
 
October 3, 2023
/s/ Max P.
 
Bowman
Max P.
 
Bowman
Vice President, Chief Financial Officer
(Principal Financial Officer)
໿
Date:
 
October 3, 2023
/s/ Matthew S. Glover
Matthew S. Glover
Vice President – Accounting
(Principal Accounting Officer)
໿