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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
February 25, 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
44,185,774
 
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 March 28, 2023.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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)
 
February 25, 2023
May 28, 2022
Assets
Current assets:
Cash and cash equivalents
$
221,614
$
59,084
Investment securities available-for-sale
423,418
115,429
Trade and other receivables, net
206,920
177,257
Income tax receivable
42,947
42,147
Inventories
290,869
263,316
Prepaid expenses and other current assets
7,599
4,286
Total current
 
assets
1,193,367
661,519
Property, plant &
 
equipment, net
712,512
677,796
Investments in unconsolidated entities
16,146
15,530
Goodwill
44,006
44,006
Intangible assets, net
16,484
18,131
Other long-term assets
9,968
10,507
Total Assets
$
1,992,483
$
1,427,489
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued expenses
$
138,617
$
122,331
Accrued income taxes payable
66,723
25,687
Dividends payable
107,720
36,656
Total current
 
liabilities
313,060
184,674
Other noncurrent liabilities
9,715
10,274
Deferred income taxes, net
134,820
128,196
Total liabilities
457,595
323,144
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
70,977
67,989
Retained earnings
1,497,325
1,065,854
Accumulated other comprehensive loss, net of tax
(3,067)
(1,596)
Common stock in treasury at cost –
26,075
 
shares at February 25, 2023 and
26,121
shares at May 28, 2022
(29,996)
(28,447)
Total Cal-Maine Foods,
 
Inc. stockholders’ equity
1,535,990
1,104,551
Noncontrolling interest in consolidated entity
(1,102)
(206)
Total stockholders’
 
equity
1,534,888
1,104,345
Total Liabilities and Stockholders’
 
Equity
$
1,992,483
$
1,427,489
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
Thirty-nine Weeks Ended
February 25, 2023
February 26, 2022
February 25, 2023
February 26, 2022
Net sales
$
997,493
$
477,485
$
2,457,537
$
1,184,195
Cost of sales
534,467
385,903
1,459,172
1,042,221
Gross profit
463,026
91,582
998,365
141,974
Selling, general and administrative
58,489
52,686
170,048
146,991
Gain on insurance recoveries
(3,220)
(1,095)
(3,220)
(3,225)
(Gain) loss on disposal of fixed assets
(26)
421
36
370
Operating income (loss)
407,783
39,570
831,501
(2,162)
Other income (expense):
Interest income, net
6,126
79
8,959
440
Royalty income
426
326
1,198
877
Patronage dividends
10,239
10,120
10,239
10,120
Equity income of unconsolidated
entities
1,786
1,809
943
2,208
Other, net
(1,473)
1,144
(205)
8,169
Total other income, net
17,104
13,478
21,134
21,814
Income before income taxes
424,887
53,048
852,635
19,652
Income tax expense (benefit)
102,118
13,594
206,438
(2,921)
Net income
322,769
39,454
646,197
22,573
Less: Loss attributable to noncontrolling
interest
(450)
(63)
(896)
(91)
Net income attributable to Cal-Maine
Foods, Inc.
$
323,219
$
39,517
$
647,093
$
22,664
Net income per common share:
Basic
$
6.64
$
0.81
$
13.31
$
0.46
Diluted
$
6.62
$
0.81
$
13.25
$
0.46
Weighted average
 
shares outstanding:
Basic
48,653
48,886
48,634
48,888
Diluted
48,842
49,036
48,832
49,035
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
Thirty-nine Weeks Ended
February 25, 2023
February 26, 2022
February 25, 2023
February 26, 2022
Net income
$
322,769
 
$
 
39,454
 
$
 
646,197
 
$
 
22,573
Other comprehensive income (loss), before
tax:
Unrealized holding gain (loss) on available-
for-sale securities, net of reclassification
adjustments
26
(551)
(1,945)
(1,130)
Income tax benefit (expense) related to
items of other comprehensive income
(6)
134
474
275
Other comprehensive income (loss), net of tax
20
(417)
(1,471)
(855)
Comprehensive income
322,789
39,037
644,726
21,718
Less: Comprehensive loss attributable to the
noncontrolling interest
(450)
(63)
(896)
(91)
Comprehensive income attributable to Cal-
Maine Foods, Inc.
$
323,239
$
39,100
$
645,622
$
21,809
See Notes to Condensed Consolidated Financial Statements.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
6
Cal-Maine Foods, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
 
Thirty-nine Weeks Ended
February 25, 2023
February 26, 2022
Cash flows from operating activities:
Net income
$
646,197
$
22,573
Depreciation and amortization
53,198
50,996
Deferred income taxes
7,098
(3,861)
Gain on insurance recoveries
(3,220)
(3,225)
Net proceeds from insurance settlement - business interruption
3,220
—
Other adjustments, net
16
(45,659)
Net cash provided by operations
706,509
20,824
Cash flows from investing activities:
Purchases of investment securities
(442,583)
(47,135)
Sales and maturities of investment securities
132,686
76,377
Investment in unconsolidated entities
(1,673)
(3,000)
Distributions from unconsolidated entities
—
400
Acquisition of business, net of cash acquired
—
(44,823)
Purchases of property,
 
plant and equipment
(86,168)
(49,170)
Net proceeds from insurance settlement - property,
 
plant and equipment
—
5,380
Net proceeds from disposal of property,
 
plant and equipment
118
661
Net cash used in investing activities
(397,620)
(61,310)
Cash flows from financing activities:
Payments of dividends
(144,559)
—
Purchase of common stock by treasury
(1,633)
(1,120)
Principal payments on finance lease
(167)
(160)
Contributions
—
3
Net cash used in financing activities
(146,359)
(1,277)
Net change in cash and cash equivalents
162,530
(41,763)
Cash and cash equivalents at beginning of period
59,084
57,352
Cash and cash equivalents at end of period
$
221,614
$
15,589
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 May 28,
 
2022 (the
“2022
 
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 and
 
year-to-date periods
ended on February 25, 2023 and February 26, 2022 included
13 weeks
 
and
39 weeks
, respectively.
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
Our investment
 
securities are
 
accounted
 
for in
 
accordance with
 
ASC 320,
 
“Investments -
 
Debt and
 
Equity Securities”
 
(“ASC
320”).
 
The
 
Company
 
considers
 
all
 
its
 
debt
 
securities
 
for
 
which
 
there
 
is
 
a
 
determinable
 
fair
 
market
 
value,
 
and
 
there
 
are
 
no
restrictions
 
on
 
the
 
Company’s
 
ability
 
to
 
sell
 
within
 
the
 
next
 
12
 
months,
 
as
 
available-for-sale.
 
We
 
classify
 
these
 
securities
 
as
current, because the
 
amounts invested are available
 
for current operations.
 
Available-for-sale
 
securities are carried at
 
fair value,
with
 
unrealized
 
gains
 
and
 
losses
 
reported
 
in
 
other
 
comprehensive
 
income
 
until
 
realized.
 
The
 
total
 
of
 
other
 
comprehensive
income
 
for
 
the
 
period
 
is
 
presented
 
as
 
a
 
component
 
of
 
stockholders’
 
equity
 
separately
 
from
 
retained
 
earnings
 
and
 
additional
paid-in
 
capital. 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
 
the allowance for credit losses, limited to the amount that fair
value
 
was
 
less
 
than
 
the
 
amortized
 
cost
 
basis.
 
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.
 
Investments in mutual
 
funds are classified
 
as “Other long-term
assets” in the Company’s Condensed
 
Consolidated Balance Sheets.
Trade Receivables
 
Trade receivables are stated at their carrying
 
values, which include a reserve for credit losses. As of February
 
25, 2023 and May
28,
 
2022,
 
reserves
 
for
 
credit
 
losses
 
were
 
$
709
 
thousand
 
and
 
$
775
 
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
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
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
8
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.
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.
Reclassification
Certain
 
reclassifications
 
were
 
made
 
to
 
the
 
fiscal
 
2022
 
financial
 
statements
 
to
 
conform
 
to
 
the
 
fiscal
 
2023
 
financial
 
statement
presentation. These reclassifications had no effect on
 
income.
Note 2 - Investment
Securities
The following represents the Company’s
 
investment securities as of February 25, 2023 and May 28, 2022 (in
 
thousands):
February 25, 2023
Amortized
Cost
Unrealized
 
Gains
Unrealized
Losses
Estimated
 
Fair Value
Municipal bonds
$
21,158
$
—
$
275
$
20,883
Commercial paper
95,612
—
122
95,490
Corporate bonds
138,004
—
1,664
136,340
US government and agency obligations
94,941
—
299
94,642
Asset backed securities
15,132
—
227
14,905
Treasury bills
61,215
—
57
61,158
Total current
 
investment securities
$
426,062
$
—
$
2,644
$
423,418
Mutual funds
$
2,162
$
—
$
136
$
2,026
Total noncurrent
 
investment securities
$
2,162
$
—
$
136
$
2,026
May 28, 2022
Amortized
 
Cost
Unrealized
 
Gains
Unrealized
Losses
Estimated
 
Fair Value
Municipal bonds
$
10,136
$
—
$
32
$
10,104
Commercial paper
14,940
—
72
14,868
Corporate bonds
74,167
—
483
73,684
Certificates of deposits
1,263
—
18
1,245
US government and agency obligations
2,205
4
—
2,209
Asset backed securities
13,456
—
137
13,319
Total current
 
investment securities
$
116,167
$
4
$
742
$
115,429
Mutual funds
$
3,826
$
—
$
74
$
3,752
Total noncurrent
 
investment securities
$
3,826
$
—
$
74
$
3,752
Available-for-sale
Proceeds from sales
 
and maturities of investment
 
securities available-for-sale
 
were $
132.7
 
million and $
76.4
 
million during the
thirty-nine weeks
 
ended February 25,
 
2023 and
 
February 26,
 
2022, respectively.
 
Gross realized
 
gains for
 
the thirty-nine
 
weeks
ended February
 
25, 2023
 
and February
 
26, 2022
 
were $
38
 
thousand and
 
$
181
 
thousand, respectively.
 
Gross realized
 
losses for
the thirty-nine weeks ended February 25, 2023 and
 
February 26, 2022 were $
64
 
thousand and $
67
 
thousand, respectively.
 
There
were
no
 
allowances for credit losses at February 25, 2023 and May 28, 2022.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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 February
 
25, 2023 are as follows (in thousands):
Estimated Fair Value
Within one year
$
345,765
1-5 years
77,653
Total
$
423,418
Noncurrent
 
Proceeds from sales and maturities of noncurrent investment securities
 
were $
1.8
 
million and $
4.9
 
million during the thirty-nine
weeks
 
ended
 
February
 
25,
 
2023
 
and
 
February
 
26,
 
2022,
 
respectively.
 
Gross
 
realized
 
gains
 
for
 
the
 
thirty-nine
 
weeks
ended February 25,
 
2023 and February
 
26, 2022
 
were $
6
 
thousand and
 
$
2.2
 
million, respectively.
 
Gross realized
 
losses for
 
the
thirty-nine
 
weeks
 
ended February
 
25,
 
2023
 
were
 
$
66
 
thousand.
 
There
 
were
no
 
realized
 
losses
 
for
 
the
 
thirty-nine
 
weeks
ended February 26, 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.
Lease obligations:
 
The carrying value of the Company’s lease obligations
 
is at its present value which approximates fair value.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
10
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 February 25, 2023 and May 28,
 
2022 (in thousands):
February 25, 2023
Level 1
Level 2
Level 3
Balance
Assets
Municipal bonds
$
—
$
20,883
$
—
$
20,883
Commercial paper
—
95,490
—
95,490
Corporate bonds
—
136,340
—
136,340
US government and agency obligations
—
94,642
—
94,642
Asset backed securities
—
14,905
—
14,905
Treasury bills
—
61,158
—
61,158
Mutual funds
2,026
—
—
2,026
Total assets measured at fair
 
value
$
2,026
$
423,418
$
—
$
425,444
May 28, 2022
Level 1
Level 2
Level 3
Balance
Assets
Municipal bonds
$
—
$
10,104
$
—
$
10,104
Commercial paper
—
14,868
—
14,868
Corporate bonds
—
73,684
—
73,684
Certificates of deposits
—
1,245
—
1,245
US government and agency obligations
—
2,209
—
2,209
Asset backed securities
—
13,319
—
13,319
Mutual funds
3,752
—
—
3,752
Total assets measured at fair
 
value
$
3,752
$
115,429
$
—
$
119,181
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 February 25, 2023 and
 
May 28, 2022 (in thousands):
 
February 25, 2023
May 28, 2022
Flocks, net of amortization
$
158,209
$
144,051
Eggs and egg products
27,925
26,936
Feed and supplies
104,735
92,329
$
290,869
$
263,316
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 February
25, 2023
 
and May
 
28, 2022
 
consisted of
 
approximately
9.9
 
million and
11.5
 
million pullets
 
and breeders
 
and
43.3
 
million and
42.2
 
million layers, respectively.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
11
Note 5 - Equity
The following reflects
 
equity activity for the
 
thirteen and thirty-nine
 
weeks ended February 25,
 
2023 and February 26,
 
2022 (in
thousands):
Thirteen Weeks
 
Ended February 25, 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 November
26, 2022
$
703
$
48
$
(28,496)
$
70,005
$
(3,087)
$
1,281,784
$
(652)
$
1,320,305
Other comprehensive
income, net of tax
—
—
—
—
20
—
—
20
Stock compensation
plan transactions
—
—
(1,500)
972
—
—
—
(528)
Dividends ($
2.199
per share)
Common
—
—
—
—
—
(97,123)
—
(97,123)
Class A common
—
—
—
—
—
(10,555)
—
(10,555)
Net income (loss)
—
—
—
—
—
323,219
(450)
322,769
Balance at February
25, 2023
$
703
$
48
$
(29,996)
$
70,977
$
(3,067)
$
1,497,325
$
(1,102)
$
1,534,888
Thirteen Weeks
 
Ended February 26, 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 November
27, 2021
$
703
$
48
$
(27,450)
$
66,019
$
(996)
$
959,124
$
(25)
$
997,423
Other comprehensive
loss, net of tax
—
—
—
—
(417)
—
—
(417)
Stock compensation
plan transactions
—
—
(989)
890
—
—
—
(99)
Dividends ($
0.125
per share)
Common
—
—
—
—
—
(5,518)
—
(5,518)
Class A common
—
—
—
—
—
(600)
—
(600)
Net income (loss)
—
—
—
—
—
39,517
(63)
39,454
Balance at February
26, 2022
$
703
$
48
$
(28,439)
$
66,909
$
(1,413)
$
992,523
$
(88)
$
1,030,243
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
12
Thirty-nine Weeks Ended
 
February 25, 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 May 28,
2022
$
703
$
48
$
(28,447)
$
67,989
$
(1,596)
$
1,065,854
$
(206)
$
1,104,345
Other comprehensive
loss, net of tax
—
—
—
—
(1,471)
—
—
(1,471)
Stock compensation
plan transactions
—
—
(1,549)
2,988
—
—
—
1,439
Dividends ($
5.756
per share)
Common
—
—
—
—
—
(194,478)
—
(194,478)
Class A common
—
—
—
—
—
(21,144)
—
(21,144)
Net income (loss)
—
—
—
—
—
647,093
(896)
646,197
Balance at February
25, 2023
$
703
$
48
$
(29,996)
$
70,977
$
(3,067)
$
1,497,325
$
(1,102)
$
1,534,888
Thirty-nine Weeks Ended
 
February 26, 2022
Cal-Maine Foods, Inc. Stockholders
Common Stock
Class A
Treasury
Paid In
Accum. Other
Retained
Noncontrollin
g
Amount
Amount
Amount
Capital
Comp. Loss
Earnings
Interest
Total
Balance at May 29,
2021
$
 
703
$
 
48
$
 
(27,433)
$
 
64,044
$
 
(558)
$
 
975,977
$
 
—
$
 
1,012,781
Other comprehensive
loss, net of tax
—
—
—
—
(855)
—
—
(855)
Stock compensation
plan transactions
—
—
(1,006)
2,865
—
—
—
1,859
Contributions
—
—
—
—
—
—
3
3
Dividends ($
0.125
per share)
Common
—
—
—
—
—
(5,518)
—
(5,518)
Class A common
—
—
—
—
—
(600)
—
(600)
Net income (loss)
—
—
—
—
—
22,664
(91)
22,573
Balance at February
26, 2022
$
703
$
48
$
(28,439)
$
66,909
$
(1,413)
$
992,523
(88)
$
1,030,243
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.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
13
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
Thirty-nine Weeks Ended
February 25, 2023
February 26, 2022
February 25, 2023
February 26, 2022
Numerator
Net income
$
322,769
$
39,454
$
646,197
$
22,573
Less: Loss attributable to noncontrolling
interest
(450)
(63)
(896)
(91)
Net income attributable to Cal-Maine
Foods, Inc.
$
323,219
$
39,517
$
647,093
$
22,664
Denominator
Weighted-average
 
common shares
outstanding, basic
48,653
48,886
48,634
48,888
Effect of dilutive restricted shares
189
150
198
147
Weighted-average
 
common shares
outstanding, diluted
48,842
49,036
48,832
49,035
Net income per common share attributable to
Cal-Maine Foods, Inc.
Basic
$
6.64
$
0.81
$
13.31
$
0.46
Diluted
$
6.62
$
0.81
$
13.25
$
0.46
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 primarily
 
sold at prices
 
related to
 
independently quoted
 
wholesale market
 
prices or
 
formulas related
 
to our costs
of
 
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
 
returns
 
and
 
refunds
 
by
 
using
 
historical
return
 
data
 
and
 
comparing
 
to current
 
period
 
sales and
 
accounts receivable.
 
The allowance
 
is recorded
 
as a
 
reduction
 
in sales
with a corresponding reduction in trade accounts receivable.
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 the
 
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.’’
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
14
Disaggregation of Revenue
The following table provides revenue disaggregated by product category
 
(in thousands):
Thirteen Weeks
 
Ended
Thirty-nine Weeks Ended
February 25, 2023
February 26, 2022
February 25, 2023
February 26, 2022
Conventional shell egg sales
$
689,022
$
280,633
$
1,656,528
$
683,805
Specialty shell egg sales
272,205
182,945
700,803
462,320
Egg products
32,582
12,749
88,274
33,516
Other
3,684
1,158
11,932
4,554
$
997,493
$
477,485
$
2,457,537
$
1,184,195
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 February
 
25, 2023
 
and May
 
28, 2022,
 
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
 
$
3.1
 
and
 
$
3.0
 
million
 
for
 
the
 
thirty-nine
 
weeks
 
ended
 
February
 
25,
 
2023
 
and
February 26, 2022, respectively.
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
 
February
 
25,
 
2023
 
of
 
$
8.4
 
million
 
will
 
be
 
recorded
 
over
 
a
 
weighted
average period of
2.3
 
years. Refer to Part
 
II Item 8,
 
Notes to Consolidated
 
Financial Statements and
 
Supplementary Data, Note
16: Stock Compensation Plans in our 2022 Annual Report for further informat
 
ion on our stock compensation plans.
The Company’s restricted share activity
 
for the thirty-nine weeks ended February 25, 2023 follows:
Number of
Shares
Weighted
Average Grant
Date Fair Value
Outstanding, May 28, 2022
317,844
$
39.12
Granted
84,969
54.10
Vested
(97,954)
38.25
Forfeited
(8,480)
39.22
Outstanding, February 25, 2023
296,379
$
43.70
Note 9 - Commitments and Contingencies
 
Financial Instruments
The
 
Company
 
maintained
 
standby
 
letters
 
of
 
credit
 
(“LOCs”)
 
totaling
 
$
4.1
 
million
 
at
 
February
 
25,
 
2023,
 
which
 
were
 
issued
under
 
the
 
Company's
 
senior
 
secured
 
revolving
 
credit
 
facility.
 
The
 
outstanding
 
LOCs
 
are
 
for
 
the
 
benefit
 
of
 
certain
 
insurance
companies and are not recorded as a liability on the consolidated balance
 
sheets.
 
 
 
 
 
15
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 filed a
 
petition for review to
 
the Supreme Court of
 
Texas
 
appealing
the
 
First
 
District
 
court’s
 
decision.
 
On
 
February
 
6,
 
2023,
 
the
 
State
 
of
 
Texas
 
filed
 
their
 
response
 
to
 
defendant’s
 
petition
 
for
review.
 
On
 
February
 
21,
 
2023,
 
the
 
Company
 
and
 
WCF
 
filed
 
their
 
reply
 
brief
 
in
 
support
 
of
 
defendant’s
 
petition
 
for
 
review.
Appellate briefs are not yet due. 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
 
are
 
to
 
file
 
their
 
respective
 
appellate
 
briefs,
 
but
 
they
 
are
 
not
 
yet
 
due.
 
Management
believes the risk of material loss related to both matters to be remote.
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
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
 
 
16
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.
On
 
December
 
8,
 
2022,
 
the
 
court
 
held
 
a
 
status
 
hearing.
 
The
 
parties
 
subsequently
 
submitted
 
an
 
updated
 
proposed
 
pre-trial
schedule and the Court has set the trial for October 16, 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.
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
 
by
 
March
 
17,
 
2023.
 
On
 
March
 
17,
 
2023,
 
a
 
status
 
hearing
 
was
 
held,
 
and
 
the
 
court
extended the
 
time period by
 
which the parties
 
must reach an
 
agreement to June
 
16, 2023. The
 
defendants have been
 
conferring
with the
 
State regarding
 
appropriate remedies.
 
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 early stage
of negotiations
 
with the
 
State on
 
appropriate remedies,
 
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.
17
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 May
 
28, 2022
(the “2022 Annual Report”), and the accompanying financial statements and
 
notes included in Part II Item 8 of the 2022 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
 
2022
 
Annual
 
Report
 
(ii)
 
the
 
risks
 
and
 
hazards
 
inherent
 
in
 
the
 
shell
 
egg
 
business
 
(including
 
disease,
 
pests,
 
weather
conditions,
 
and
 
potential
 
for
 
product
 
recall),
 
including
 
but
 
not
 
limited
 
to
 
the
 
current
 
outbreak
 
of
 
highly
 
pathogenic
 
avian
influenza
 
(“HPAI”)
 
affecting
 
poultry
 
in
 
the
 
United
 
States
 
(“U.S.”),
 
Canada
 
and
 
other
 
countries
 
that
 
was
 
first
 
detected
 
in
commercial flocks in
 
the U.S. in February
 
2022, (iii) changes
 
in the demand
 
for and market prices
 
of shell eggs
 
and feed costs,
(iv) our
 
ability to
 
predict and
 
meet demand
 
for cage-free
 
and other
 
specialty eggs,
 
(v) risks,
 
changes, or
 
obligations that
 
could
result from
 
our future
 
acquisition of
 
new flocks
 
or businesses
 
and risks
 
or changes
 
that may
 
cause conditions
 
to completing
 
a
pending acquisition not
 
to be met, (vi) risks
 
relating to increased costs,
 
rising inflation and rising
 
interest rates, which generally
have
 
been
 
exacerbated
 
by
 
Russia’s
 
invasion
 
of
 
Ukraine
 
starting
 
February
 
2022,
 
(vii)
 
our
 
ability
 
to
 
retain
 
existing
 
customers,
acquire new
 
customers and
 
grow our
 
product mix,
 
(viii) adverse
 
results in
 
pending litigation
 
matters and
 
(ix) risks
 
relating to
the evolving
 
COVID-19 pandemic. 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
 
under
 
one
 
reportable
 
segment.
 
We
 
are
 
the
largest
 
producer
 
and
 
distributor
 
of
 
fresh
 
shell
 
eggs
 
in
 
the
 
U.S.
 
Our
 
total
 
flock
 
of
 
approximately
 
43.3
 
million
 
layers
 
and
 
9.9
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 customers
 
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.
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
18
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.
We
 
are
 
also
 
focused
 
on
 
additional
 
ways
 
to
 
enhance
 
our
 
product
 
mix
 
and
 
support
 
new
 
opportunities
 
in
 
the
 
restaurant,
institutional
 
and
 
industrial
 
food
 
products
 
arena.
 
On
 
October
 
4,
 
2021,
 
Cal-Maine
 
Foods
 
announced
 
a
 
strategic
 
investment
 
of
$18.5
 
million
 
in
 
debt
 
and
 
equity
 
in
 
Meadow
 
Creek
 
Foods,
 
LLC
 
(“MeadowCreek”),
 
an
 
egg
 
products
 
operation
 
located
 
in
Neosho,
 
Missouri,
 
focused
 
on offering
 
hard-cooked
 
eggs.
 
Cal-Maine
 
Foods
 
serves
 
as
 
the
 
preferred
 
provider
 
of
 
specialty and
conventional
 
eggs
 
used
 
by
 
MeadowCreek
 
to
 
manufacture
 
egg
 
products.
 
On
 
December
 
13,
 
2022,
 
our
 
Board
 
of
 
Directors
approved
 
an additional
 
$13.8 million
 
investment to
 
expand the
 
Company’s
 
controlling interest
 
and fund
 
additional equipment
and
 
working
 
capital
 
needs
 
to support
 
growth
 
opportunities
 
for
 
MeadowCreek.
 
As demand
 
for
 
hard-cooked
 
eggs
 
continues to
grow,
 
the
 
funds
 
will
 
be
 
used
 
for
 
additional
 
refrigerated
 
storage
 
space
 
and
 
expanded
 
capacity
 
for
 
cooking
 
and
 
packaging
 
to
better serve MeadowCreek’s
 
customers. MeadowCreek began operations during the third quarter of fiscal 2023.
The
 
Company
 
has
 
joined
 
in
 
the
 
formation
 
of
 
a
 
new
 
egg
 
farmer
 
cooperative
 
in
 
the
 
western
 
United
 
States.
 
ProEgg,
 
Inc.
(“ProEgg”)
 
is
 
comprised
 
of
 
leading
 
egg
 
production
 
companies,
 
including
 
Cal-Maine
 
Foods,
 
servicing
 
retail
 
and
 
foodservice
shell egg customers in 13 western states. ProEgg is a producer-owned
 
cooperative organized under the Capper-Volstead
 
Act.
Our
 
membership
 
in
 
ProEgg
 
is
 
expected
 
to
 
provide
 
benefits
 
for
 
its
 
customers,
 
including
 
supply
 
chain
 
stability
 
and
 
enhanced
reliability.
 
Initially,
 
Cal-Maine Foods’
 
customer relationships
 
and customer
 
support are
 
expected to
 
remain the
 
same. At some
point in the future, it is anticipated
 
that each producer member will sell
 
through ProEgg the shell eggs
 
it produces for sale in the
western
 
states
 
covered
 
by
 
the
 
cooperative.
 
Customers
 
would
 
have
 
a
 
single
 
point
 
of
 
contact
 
for
 
their
 
shell
 
egg
 
purchases,
 
as
ProEgg would have a dedicated team to market and sell the members’ combined
 
egg production in the region.
The Company’s
 
top priority in joining
 
as a member of
 
ProEgg is serving
 
our valued customers in
 
this important market
 
region.
During
 
this
 
initial
 
phase,
 
we
 
will
 
continue
 
our
 
work
 
to
 
confirm
 
that
 
our
 
participation
 
in
 
this
 
new
 
cooperative
 
is
 
in
 
the
 
best
interest of
 
our customers
 
and aligns
 
with our
 
long-term interests.
 
This consideration
 
will take
 
place before
 
moving to
 
the next
phase of membership, and we expect this process to be completed on
 
or before the end of calendar year 2023.
HPAI
We
 
are closely
 
monitoring
 
the current
 
outbreak of
 
HPAI
 
that was
 
first detected
 
in commercial
 
flocks in
 
the U.S.
 
in February
2022.
 
Outbreaks in
 
commercial flocks
 
in the
 
U.S. have
 
most recently
 
occurred
 
during
 
each month
 
from September
 
to March
2023.
 
The
 
current
 
HPAI
 
epidemic
 
has
 
surpassed
 
the
 
prior
 
2014-2015
 
outbreak
 
in
 
terms
 
of
 
its
 
duration
 
and
 
the
 
number
 
of
affected
 
hens
 
in
 
the
 
U.S.,
 
and
 
HPAI
 
continues
 
to
 
circulate
 
throughout
 
the
 
wild
 
bird
 
population
 
in
 
the
 
U.S.
 
and
 
abroad.
According to
 
the U.S.
 
Centers for
 
Disease Control
 
and Prevention,
 
these detections
 
do not
 
present an
 
immediate public
 
health
concern.
 
There
 
have
 
been
 
no positive
 
tests for
 
HPAI
 
at
 
any
 
Cal-Maine
 
Foods’
 
owned
 
or contracted
 
production
 
facility as
 
of
March 28,
 
2023. The
 
USDA division
 
of Animal
 
and Plant
 
Health Inspection
 
Service (“APHIS”)
 
reported
 
on March
 
27, 2023
that
 
approximately
 
43.3
 
million
 
commercial
 
layer
 
hens
 
and
 
1.0
 
million
 
pullets
 
have
 
been
 
depopulated
 
due
 
to
 
HPAI
 
since
February 2022. We
 
believe the HPAI
 
outbreak will continue
 
to exert downward
 
pressure on the
 
overall supply of
 
eggs, and the
19
duration of those
 
effects will depend
 
in part on the
 
timing of replenishment
 
of the U.S.
 
layer hen flock.
 
Prior to the outbreak
 
of
HPAI
 
in February
 
2022,
 
the layer
 
hen flock
 
five-year
 
average from
 
2017 through
 
2021 was
 
comprised
 
of approximately
 
328
million hens.
 
According to
 
a LEAP Market
 
Analytics report
 
dated March
 
21, 2023,
 
the layer
 
hen inventory
 
is not
 
projected to
exceed this 328
 
million mark again until
 
January of 2024.
 
Layer hen numbers reported
 
by the USDA as
 
of March 1, 2023
 
were
312.9
 
million,
 
which
 
represents
 
a
 
decrease
 
of
 
3.8%
 
compared
 
with
 
the
 
layer
 
hen
 
inventory
 
a
 
year
 
ago.
 
However,
 
the
 
USDA
reported
 
that
 
the
 
hatch
 
from
 
October
 
2022
 
through
 
February
 
2023
 
increased
 
4.5%
 
as
 
compared
 
with
 
the
 
prior-year
 
period,
indicating that layer flocks may increase in the future.
While no
 
farm is
 
immune from
 
HPAI,
 
we believe
 
we have implemented
 
and continue
 
to maintain
 
robust biosecurity
 
programs
across our locations. We
 
are also working closely with federal, state and local government
 
officials and focused industry groups
to mitigate the risk of this and future outbreaks and effectively manage
 
our response, if needed.
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.
 
In California
 
and Massachusetts,
 
which
 
collectively represent
 
14% of
 
the total
 
U.S. population
 
according to
 
the
2020 U.S. Census,
 
cage-free legislation went
 
into effect January
 
1, 2022. However,
 
these laws are subject
 
to judicial challenge,
and in October
 
2022 the U.S.
 
Supreme Court
 
heard oral arguments
 
in a case
 
challenging California’s
 
law that requires
 
the sale
of only cage-free eggs in
 
that state. A decision in that case
 
is expected in the summer of 2023.
 
These laws have already affected
and,
 
if
 
upheld,
 
will
 
continue
 
to
 
affect
 
sourcing,
 
production
 
and
 
pricing
 
of
 
eggs
 
(conventional
 
as
 
well
 
as
 
specialty)
 
as
 
the
national demand for cage-free production
 
could be greater than the
 
current supply,
 
which would increase the prices
 
of cage-free
eggs,
 
unless
 
more
 
cage-free
 
production
 
capacity
 
is
 
constructed.
 
Likewise,
 
the
 
national
 
supply
 
for
 
eggs
 
from
 
conventional
production could exceed consumer demand, which would decrease the
 
prices
 
of conventional eggs.
A significant number
 
of our customers
 
have previously announced
 
goals to offer
 
cage-free eggs exclusively
 
on or before
 
2026,
subject in
 
most cases
 
to availability
 
of supply,
 
affordability and
 
customer 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,
 
however,
 
engaging
 
with
 
our
 
customers
 
in
 
an
 
effort
 
to
 
achieve
 
a
 
smooth
transition
 
in
 
meeting
 
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. 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
 
2022
 
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.”
EXECUTIVE OVERVIEW
For the third quarter
 
of fiscal 2023,
 
we recorded a gross
 
profit of $463.0 million
 
compared to $91.6 million
 
for the same period
of
 
fiscal
 
2022,
 
with
 
the
 
increase
 
due
 
primarily
 
to
 
higher
 
shell
 
egg
 
prices,
 
partially
 
offset
 
by
 
the
 
increased
 
cost
 
of
 
feed
ingredients and other farm production costs as well as increased processing
 
,
 
packaging and warehouse costs.
 
Our
 
net
 
average selling
 
price per
 
dozen for
 
the
 
third quarter
 
of fiscal
 
2023
 
was $3.298
 
compared
 
to $1.
 
612
 
in
 
the prior-year
period. Conventional
 
egg prices
 
per dozen
 
were $3.678
 
compared to
 
$1.458 for
 
the prior-year
 
period, and
 
specialty egg
 
prices
per dozen
 
were $2.616
 
compared to
 
$1.923 for
 
the prior-year
 
period. Conventional
 
egg prices
 
increased in
 
the third
 
quarter of
fiscal 2023 primarily due to decreased supply caused by the HPAI
 
outbreak combined with robust customer demand,
 
which was
bolstered by
 
the peak
 
winter holiday
 
season. See
 
the discussion
 
under the
 
heading “HPAI”
 
above. The
 
daily average
 
price for
the Urner
 
Barry southeast
 
large index
 
for the
 
third quarter
 
of fiscal
 
2023 increased
 
129.8% from
 
the comparable
 
period in
 
the
prior
 
year.
 
Conventional
 
egg
 
prices
 
exceeding
 
specialty
 
egg
 
prices
 
has
 
occurred
 
for
 
the
 
past
 
four
 
quarters
 
but
 
is
 
atypical
historically.
 
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 2022 Annual Report.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
20
Our total
 
dozens sold
 
increased 1.3%
 
to 291.4
 
million dozen
 
shell eggs
 
for the
 
third quarter
 
of fiscal
 
2023 compared
 
to 287.7
million dozen for
 
the same period
 
of fiscal 2022.
 
For the third quarter
 
of fiscal 2023,
 
conventional dozens sold
 
decreased 2.7%
and specialty
 
dozens sold increased
 
9.4% as compared
 
to the same
 
quarter in fiscal
 
2022. Demand
 
for specialty eggs
 
increased
in the
 
third quarter
 
of fiscal
 
2023 compared
 
to the
 
same prior
 
year period
 
due primarily
 
to the
 
higher prices
 
for conventional
eggs. Further, demand for specialty eggs continued
 
to increase as retailers continued to shift to selling cage-free products.
Our farm production
 
costs per dozen
 
produced for the
 
third quarter of
 
fiscal 2023 increased
 
18.2%, or $0.166,
 
compared to the
third quarter of fiscal 2022.
 
This increase was primarily due
 
to increased feed ingredient
 
costs as well as increased facility
 
costs
and higher amortization
 
of our flocks.
 
For the third quarter of
 
fiscal 2023, the average
 
Chicago Board of Trade
 
(“CBOT”) daily
market
 
price
 
was
 
$6.67
 
per
 
bushel
 
for
 
corn
 
and
 
$473
 
per
 
ton
 
for
 
soybean
 
meal,
 
representing
 
increases
 
of
 
8.8%
 
and
 
14.8%,
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 2022 Annual
 
Report.
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
Thirty-nine Weeks Ended
February 25, 2023
February 26, 2022
February 25, 2023
February 26, 2022
Net sales
100.0
%
100.0
%
100.0
%
100.0
%
Cost of sales
53.6
%
80.8
%
59.4
%
88.0
%
Gross profit
46.4
%
19.2
%
40.6
%
12.0
%
Selling, general and administrative
5.9
%
11.0
%
6.9
%
12.4
%
Gain on insurance recoveries
(0.3)
%
(0.2)
%
(0.1)
%
(0.3)
%
(Gain) loss on disposal of fixed assets
—
%
0.1
%
—
%
—
%
Operating income (loss)
40.8
%
8.3
%
33.8
%
(0.1)
%
Total other income, net
1.7
%
2.8
%
0.9
%
1.8
%
Income before income taxes
42.5
%
11.1
%
34.7
%
1.7
%
Income tax expense (benefit)
10.2
%
2.8
%
8.4
%
(0.2)
%
Net income
32.3
%
8.3
%
26.3
%
1.9
%
NET SALES
Total
 
net sales for the
 
third quarter of fiscal
 
2023 were $997.5 million
 
compared to $477.5 million
 
for the same period
 
of fiscal
2022.
Net shell
 
egg sales
 
represented 96.
 
7% and
 
97.3% of
 
total net
 
sales for
 
the third
 
quarters
 
of fiscal
 
2023 and
 
2022, respectively.
Shell
 
egg
 
sales classified
 
as “Other”
 
represent
 
sales
 
of
 
miscellaneous
 
byproducts
 
and
 
resale products
 
included
 
with our
 
shell
egg operations.
 
Total
 
net
 
sales
 
for
 
the
 
thirty-nine
 
weeks
 
ended
 
February
 
25,
 
2023
 
were
 
$2.46
 
billion,
 
compared
 
to
 
$1.18
 
billion
 
for
 
the
comparable period of fiscal 2022.
Net
 
shell
 
egg
 
sales
 
represented
 
96.4%
 
and
 
97.2%
 
of
 
total
 
net
 
sales
 
for
 
the
 
thirty-nine
 
weeks
 
ended
 
February
 
25,
 
2023
 
and
February 26, 2022, respectively.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
21
The table below presents an analysis of our conventional and specialty shell egg
 
sales (in thousands, except percentage data):
Thirteen Weeks
 
Ended
Thirty-nine Weeks Ended
February 25, 2023
February 26, 2022
February 25, 2023
February 26, 2022
Total net sales
$
997,493
$
477,485
$
2,457,537
$
1,184,195
Conventional
$
689,022
71.4
%
$
280,633
60.4
%
$
1,656,528
69.9
%
$
683,805
59.4
%
Specialty
272,205
28.2
%
182,945
39.4
%
700,803
29.6
%
462,320
40.2
%
Egg sales, net
961,227
99.6
%
463,578
99.8
%
2,357,331
99.5
%
1,146,125
99.6
%
Other
3,684
0.4
%
1,158
0.2
%
11,932
0.5
%
4,554
0.4
%
Net shell egg sales
$
964,911
100.0
%
$
464,736
100.0
%
$
2,369,263
100.0
%
$
1,150,679
100.0
%
Net shell egg sales as a
percent of total net sales
96.7
%
97.3
%
96.4
%
97.2
%
Dozens sold:
Conventional
187,357
64.3
%
192,511
66.9
%
555,045
65.2
%
568,511
70.0
%
Specialty
104,059
35.7
%
95,140
33.1
%
295,774
34.8
%
243,310
30.0
%
Total dozens sold
291,416
100.0
%
287,651
100.0
%
850,819
100.0
%
811,821
100.0
%
Net average selling price
per dozen:
Conventional
$
3.678
$
1.458
$
2.984
$
1.203
Specialty
$
2.616
$
1.923
$
2.369
$
1.900
All shell eggs
$
3.298
$
1.612
$
2.771
$
1.412
Egg products sales:
 
Egg products net sales
32,582
12,749
88,274
33,516
Pounds sold
16,796
15,947
49,000
47,225
Net average selling price
per pound
1.940
0.799
1.802
0.710
Shell egg net sales
Third Quarter – Fiscal 2023
 
vs. Fiscal 2022
-
In the
 
third quarter
 
of fiscal
 
2023,
 
conventional egg
 
sales increased
 
$408.4 million,
 
or 145.5%,
 
compared to
 
the third
quarter
 
of
 
fiscal
 
2022,
 
primarily
 
due
 
to
 
the
 
increase
 
in
 
the
 
prices
 
for
 
conventional
 
shell
 
eggs,
 
slightly
 
offset
 
by
 
a
decrease
 
in
 
volume
 
of
 
conventional
 
shell
 
eggs
 
sold.
 
Changes
 
in
 
prices
 
resulted
 
in
 
a
 
$415.9
 
million
 
increase
 
and
 
the
change in volume resulted in a $7.5 million decrease in net sales, respectively.
-
Conventional egg
 
prices increased
 
in the
 
third quarter
 
of fiscal
 
2023
 
primarily due
 
to decreased
 
supply caused
 
by the
HPAI
 
outbreak,
 
discussed
 
above,
 
while
 
customer
 
demand,
 
bolstered
 
by
 
the
 
peak
 
winter
 
holiday
 
season,
 
remained
robust.
-
Specialty egg
 
sales increased $89.3
 
million, or 48.8%,
 
in the third
 
quarter of fiscal
 
2023 compared to
 
the third quarter
of
 
fiscal
 
2022,
 
primarily
 
due
 
to
 
a
 
36.0%
 
increase
 
in
 
the
 
prices
 
for
 
specialty
 
eggs,
 
which
 
resulted
 
in
 
a
 
$72.1
 
million
increase
 
in
 
net
 
sales,
 
and
 
a
 
9.4%
 
increase
 
in
 
the
 
volume
 
of
 
specialty
 
eggs
 
sold,
 
which
 
resulted
 
in
 
a
 
$17.2
 
million
increase in net sales.
 
-
Net average selling prices
 
of specialty eggs increased
 
in response to rising feed
 
and other input costs as well
 
as current
market conditions due to HPAI.
-
Demand
 
for
 
specialty
 
eggs
 
increased
 
as
 
conventional
 
egg
 
prices
 
rose.
 
Our
 
sales
 
volume
 
benefited
 
as
 
we
 
sold
 
9.4%
more
 
specialty
 
eggs
 
by
 
volume
 
in
 
the
 
third
 
quarter
 
of
 
fiscal
 
2023
 
versus
 
the
 
prior-year
 
period,
 
through
 
use
 
of
 
our
higher cage-free production capacity.
-
Cage-free egg sales
 
for the third quarter
 
of fiscal 2023 represented
 
17.8%
 
of our total net
 
shell egg sales versus
 
24.0%
for the
 
same prior year
 
period due
 
to the higher
 
conventional egg
 
prices causing
 
conventional egg
 
sales to represent
 
a
 
22
higher
 
proportion
 
of
 
our
 
total
 
sales.
 
Cage-free
 
dozens
 
sold
 
increased
 
14.9%
 
in
 
the
 
third
 
quarter
 
of
 
fiscal
 
2023
 
as
compared to the third quarter
 
of fiscal 2022 as the
 
higher conventional egg prices drove
 
demand for specialty eggs
 
and
we utilized our expanded cage-free production capacity.
Thirty-nine weeks – Fiscal 2023 vs. Fiscal 2022
-
For
 
the
 
thirty-nine
 
weeks
 
ended
 
February
 
25,
 
2023,
 
conventional
 
egg
 
sales
 
increased
 
$972.7
 
million,
 
or
 
142.3%,
compared
 
to
 
the
 
same
 
period
 
of
 
fiscal
 
2022,
 
primarily
 
due
 
to
 
the
 
increase
 
in
 
the
 
prices
 
for
 
conventional
 
shell
 
eggs,
slightly offset
 
by the decrease
 
in the volume
 
of conventional eggs
 
sold. Changes in
 
prices
 
resulted in a
 
$988.5 million
increase and the change in volume resulted in a $16.2 million decrease in net
 
sales, respectively.
-
Specialty egg
 
sales increased
 
$238.5 million,
 
or 51.6%,
 
for the
 
thirty-nine weeks
 
ended February
 
25, 2023
 
compared
to the
 
same period of
 
fiscal 2022,
 
primarily due
 
to a 24.7%
 
increase in
 
the prices
 
for specialty
 
eggs.
 
Additionally,
 
the
volume
 
of specialty
 
dozens
 
sold
 
increased
 
21.6%
 
compared
 
to
 
the
 
same
 
prior
 
year
 
period,
 
mainly
 
due
 
to
 
the higher
conventional egg prices.
 
Changes in specialty
 
egg prices resulted
 
in a $138.7 million
 
increase in net sales
 
and changes
in volume resulted in a $99.7 million increase,
 
respectively.
 
Egg products net sales
Third Quarter – Fiscal 2023
 
vs. Fiscal 2022
-
Egg products
 
net sales
 
increased $19.8
 
million, or
 
155.6%, for
 
the third
 
quarter of
 
fiscal 2023
 
compared to
 
the same
period of
 
fiscal 2022,
 
primarily due
 
to a
 
142.8% selling
 
price increase,
 
which had
 
a $19.2
 
million positive
 
impact on
net sales.
-
Our egg products net average selling price increased in the third quarter
 
of fiscal 2023, compared to the third quarter of
fiscal 2022 as the supply of shell eggs
 
used to produce egg products decreased
 
due to the HPAI
 
outbreak that started in
February 2022.
 
Thirty-nine weeks – Fiscal 2023 vs. Fiscal 2022
-
Egg products
 
net sales
 
increased $54.8
 
million or
 
163.4%, primarily
 
due to
 
a 153.8%
 
selling price
 
increase compared
to the first thirty-nine weeks of fiscal 2022, which had a $53.5 million
 
positive impact on net sales.
-
Our egg products net average selling price increased
 
in the thirty-nine weeks ended February 25, 2023
 
compared to the
same
 
period
 
in
 
fiscal
 
2022
 
as
 
the
 
supply
 
of
 
shell
 
eggs
 
used
 
to
 
produce
 
egg
 
products
 
decreased
 
due
 
to
 
the
 
HPAI
outbreak that started in February 2022.
COST OF SALES
Costs of sales
 
for the
 
third quarter of
 
fiscal 2023
 
were $534.5 million
 
compared to $385.9
 
million for the
 
same period of
 
fiscal
2022. Cost of
 
sales for the
 
thirty-nine weeks
 
ended February 25,
 
2023 were $1,459.2
 
million compared
 
to $1,042.2 million
 
for
the same period of fiscal 2022.
Cost of
 
sales consists
 
of
 
costs directly
 
related
 
to producing,
 
processing
 
and
 
packing
 
shell eggs,
 
purchases
 
of
 
shell
 
eggs from
outside producers, processing and packing
 
of liquid and frozen egg products and other non-egg
 
costs. Farm production costs are
those costs
 
incurred at
 
the egg
 
production facility,
 
including feed,
 
facility,
 
hen amortization
 
and other
 
related farm
 
production
costs.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
23
The following table presents the
 
key variables affecting our cost of sales (in thousands, except cost per
 
dozen data):
Thirteen Weeks
 
Ended
Thirty-nine Weeks Ended
February 25, 2023
February 26, 2022
%
Change
February 25, 2023
February 26, 2022
%
Change
Cost of Sales:
Farm production
$
280,384
$
239,389
17.1
%
$
823,043
$
668,855
23.1
%
Processing, packaging,
and warehouse
87,037
77,116
12.9
252,093
211,649
19.1
Egg purchases and other
(including change in
inventory)
135,003
59,135
128.3
301,274
133,968
124.9
Total shell eggs
502,424
375,640
33.8
1,376,410
1,014,472
35.7
Egg products
32,043
10,263
212.2
82,762
27,749
198.3
Total
$
534,467
$
385,903
38.5
%
$
1,459,172
$
1,042,221
40.0
%
Farm production costs
(per dozen produced)
Feed
$
0.679
$
0.562
20.8
%
$
0.677
$
0.546
24.0
%
Other
$
0.399
$
0.350
14.0
%
$
0.388
$
0.350
10.9
%
Total
$
1.078
$
0.912
18.2
%
$
1.065
$
0.896
18.9
%
Outside egg purchases
(average cost per dozen)
$
3.72
$
1.75
112.6
%
$
3.20
$
1.57
103.8
%
Dozens produced
263,174
264,433
(0.5)
%
782,186
757,677
3.2
%
Percent produced to sold
90.3%
91.9%
(1.7)
%
91.9%
93.3%
(1.5)
%
Farm Production
Third Quarter – Fiscal 2023
 
vs. Fiscal 2022
-
Feed
 
costs
 
per
 
dozen
 
produced
 
increased
 
20.8%
 
in
 
the
 
third
 
quarter
 
of
 
fiscal
 
2023
 
compared
 
to
 
the
 
third
 
quarter
 
of
fiscal 2022.
 
This increase was
 
primarily due
 
to increased
 
prices for corn,
 
our primary feed
 
ingredient.
 
Basis levels for
corn and soybean meal ran significantly higher in our area of operations
 
compared to our prior year third fiscal quarter,
adding to our expense.
-
For the third
 
quarter of fiscal
 
2023, the average
 
daily CBOT
 
market price was
 
$6.67 per bushel
 
for corn and
 
$473 per
ton of soybean
 
meal, representing increases
 
of 8.8% and
 
14.8%, respectively,
 
as compared to the
 
average daily CBOT
prices for the third quarter of fiscal 2022.
 
-
Other
 
farm
 
production
 
costs
 
increased
 
due
 
to
 
higher
 
facility
 
and
 
flock
 
amortization.
 
Facility
 
costs
 
increased
 
due
primarily
 
to
 
increased
 
labor
 
costs.
 
Labor
 
costs
 
increased
 
36%
 
due
 
to
 
increased
 
use
 
of
 
contract
 
labor
 
and
 
increased
wages raised in response to labor shortages.
-
Flock amortization
 
increased primarily
 
from higher
 
feed costs,
 
which began
 
to rise
 
in our
 
third quarter
 
of fiscal
 
2021
due to
 
increased feed
 
ingredient prices
 
discussed above,
 
and which
 
remained high
 
in the
 
third quarter
 
of fiscal
 
2023.
Feed
 
costs
 
are
 
capitalized
 
in
 
our
 
flocks
 
during
 
pullet
 
production
 
and
 
increased
 
our
 
amortization
 
expense.
 
We
 
also
experienced higher amortization costs from an increase in our cage-free
 
production, which has higher capitalized costs.
Thirty-nine weeks – Fiscal 2023 vs. Fiscal 2022
-
Feed
 
costs
 
per
 
dozen
 
produced
 
increased
 
24.0%
 
in
 
the
 
thirty-nine
 
weeks
 
ended
 
February
 
25,
 
2023
 
compared
 
to
 
the
same period
 
of fiscal
 
2022, primarily
 
due to higher
 
feed ingredient prices
 
.
 
Basis levels for
 
corn and soybean
 
meal ran
significantly higher in our area of operations compared to our prior year third
 
fiscal quarter, adding to our expense.
-
Other
 
farm
 
production
 
costs
 
increased
 
due
 
to
 
higher
 
facility
 
and
 
flock
 
amortization.
 
Facility
 
costs
 
increased
 
due
primarily
 
to
 
increased
 
labor
 
costs.
 
Labor
 
costs
 
increased
 
28%
 
due
 
to
 
increased
 
use
 
of
 
contract
 
labor
 
and
 
increased
wages raised in response to labor shortages.
 
 
24
-
Flock amortization increa
 
sed primarily from
 
higher capitalized feed
 
costs as well as
 
higher amortization
 
costs from an
increase in our cage-free production.
Supplies of corn and
 
soybean remained tight relative to
 
demand in the third quarter
 
of fiscal 2023,
 
as evidenced by a low stock-
to-use ratio for corn,
 
as a result of
 
weather-related shortfalls in
 
production and yields, ongoing
 
supply chain disruptions and
 
the
Russia-Ukraine
 
war
 
and
 
its
 
impact
 
on
 
the
 
export
 
markets.
 
For
 
fiscal
 
2023,
 
we
 
expect
 
continued
 
corn
 
and
 
soybean
 
upward
pricing pressures and further market volatility to affect
 
feed costs.
 
Processing, packaging, and warehouse
Third Quarter – Fiscal 2023
 
vs. Fiscal 2022
-
Cost of
 
packaging materials
 
increased 10.9%
 
compared to
 
the third
 
quarter of
 
fiscal 2022
 
due to
 
rising inflation
 
and
labor costs.
-
Labor costs increased 14.2%
 
due to wage increases and increased use of contract labor in response to labor shortages
 
.
Thirty-nine weeks – Fiscal 2023 vs. Fiscal 2022
-
Cost of packaging materials
 
increased 15.5%
 
compared to the thirty-nine
 
weeks ended February 26, 2022
 
due to rising
inflation and labor costs.
-
Labor costs
 
increased 13.7%
 
due to
 
wage increases
 
in response
 
to labor
 
shortages, primarily
 
due to
 
the pandemic
 
and
its effects.
-
Dozens
 
processed
 
increased
 
3.2%
 
compared
 
to
 
the
 
thirty-nine
 
weeks
 
ended
 
February
 
26,
 
2022,
 
which
 
resulted
 
in
 
a
$7.3 million increase in costs.
Egg purchases and other (including change in inventory)
Third Quarter – Fiscal 2023
 
vs. Fiscal 2022
-
Costs in this
 
category increased
 
primarily due to
 
higher egg prices
 
as well as
 
an increase in
 
the volume of
 
outside egg
purchases, causing the percentage of produced to sold to decrease to 90.3%
 
from 91.9%.
Thirty-nine weeks – Fiscal 2023 vs. Fiscal 2022
-
Costs in this
 
category increased
 
primarily due to
 
higher egg prices
 
as well as
 
an increase in
 
the volume of
 
outside egg
purchases, as our percentage of produced to sold decreased to 91.9% from 93.3%.
GROSS PROFIT
 
Gross
 
profit
 
for
 
the
 
third
 
quarter
 
of
 
fiscal
 
2023
 
was
 
$463.0
 
million
 
compared
 
to
 
$91.6
 
million
 
for
 
the
 
same
 
period
 
of
 
fiscal
2022.
 
The increase
 
of $371.4
 
million was
 
primarily due
 
to higher
 
egg prices
 
as well
 
as the
 
increased volume
 
of specialty
 
eggs
sold, partially offset
 
by the increased cost of
 
feed ingredients and processing,
 
packaging and warehouse costs
 
and the decreased
volume of conventional egg sales.
Gross profit
 
for
 
the thirty-nine
 
weeks ended
 
February
 
25, 2023
 
was $998.4
 
million
 
compared
 
to $142.0
 
million
 
for the
 
same
period of fiscal
 
2022. The increase
 
of $856.4 million
 
was primarily due
 
to higher egg
 
prices as well as
 
the increased volume
 
of
specialty eggs sold, partially offset by the increased
 
cost of feed ingredients and processing, packaging and warehouse costs and
the decreased volume of conventional egg sales.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
25
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
February 25, 2023
February 26, 2022
$ Change
% Change
Specialty egg expense
$
15,689
$
17,318
$
(1,629)
(9.4)
%
Delivery expense
19,453
16,440
3,013
18.3
%
Payroll, taxes and benefits
14,325
11,398
2,927
25.7
%
Stock compensation expense
1,059
1,007
52
5.2
%
Other expenses
7,963
6,523
1,440
22.1
%
Total
$
58,489
$
52,686
$
5,803
11.0
%
Third Quarter – Fiscal 2023
 
vs. Fiscal 2022
Specialty egg expense
-
Specialty
 
egg
 
expense
 
decreased
 
primarily
 
due
 
to
 
a
 
significant
 
reduction
 
in
 
advertising
 
costs.
 
The
 
higher
 
prices
 
for
conventional eggs and the comparatively lower prices for specialty
 
eggs diminished the need to promote specialty eggs
in the third quarter of fiscal 2023.
Delivery expense
-
The
 
increased
 
delivery
 
expense
 
is
 
primarily
 
due
 
to
 
an
 
increase
 
in
 
contract
 
trucking
 
expenses
 
of
 
approximately
 
$2.0
million in the third quarter of fiscal 2023 compared to the third quarter of fiscal 2022.
Payroll, taxes and benefits expense
-
The
 
increase
 
in payroll,
 
taxes and
 
benefits
 
expense
 
is due
 
to
 
an
 
increase
 
in
 
the accrual
 
for
 
anticipated
 
performance-
based bonuses.
Other expense
-
The increase in other expense is primarily due to inflationary pressure increasing
 
costs.
Thirty-nine Weeks Ended
February 25, 2023
February 26, 2022
$ Change
% Change
Specialty egg expense
$
43,429
$
45,295
$
(1,866)
(4.1)
%
Delivery expense
57,544
44,771
12,773
28.5
%
Payroll, taxes and benefits
39,139
32,640
6,499
19.9
%
Stock compensation expense
3,071
2,983
88
3.0
%
Other expenses
26,865
21,302
5,563
26.1
%
Total
$
170,048
$
146,991
$
23,057
15.7
%
Thirty-nine weeks – Fiscal 2023 vs. Fiscal 2022
Specialty egg expense
-
Specialty egg
 
expense, which includes
 
franchise fees, advertising
 
and promotion
 
costs, generally
 
aligns with specialty
egg
 
volumes,
 
which
 
were
 
up
 
21.6%
 
for
 
fiscal
 
2023
 
compared
 
to
 
fiscal
 
2022.
 
However,
 
our
 
specialty
 
egg
 
expense
decreased by
 
4.1%, primarily
 
due to
 
a significant
 
reduction in
 
advertising expense
 
as well
 
as increased
 
sales to
 
other
Eggland’s
 
Best,
 
Inc.
 
(“EB”)
 
franchisees,
 
including
 
unconsolidated
 
affiliates,
 
Specialty
 
Eggs,
 
LLC
 
and
 
Southwest
Specialty
 
Eggs,
 
LLC.
 
Additionally,
 
the
 
higher
 
prices
 
for
 
conventional
 
eggs
 
and
 
the
 
comparatively
 
lower
 
prices
 
for
specialty eggs diminished the
 
need to promote specialty
 
eggs; as a result, EB temporarily
 
reduced the related franchise
fees for certain specialty egg products to encourage continued production of
 
these products.
 
 
 
26
Delivery expense
-
The increased
 
delivery expense
 
is primarily
 
due to
 
an increase
 
in fuel
 
and labor
 
costs for
 
both our
 
fleet and
 
contract
trucking.
 
Compared
 
to
 
fiscal
 
2022,
 
contract
 
trucking
 
and
 
labor
 
expenses
 
increased
 
approximately
 
$9.2
 
million
 
for
fiscal 2023.
Payroll, taxes and benefits expense
-
The
 
increase
 
in
 
payroll,
 
taxes
 
and
 
benefits
 
expense
 
is
 
primarily
 
due
 
to
 
an
 
increase
 
in
 
the
 
accrual
 
for
 
anticipated
performance-based bonuses and increased wages for all employees
 
due to the inflationary market.
Other expenses
-
The increase in other expense is primarily due to increased
 
legal expenses of approximately $3.6 million.
OPERATING
 
INCOME (LOSS)
For the
 
third quarter
 
of fiscal
 
2023, we
 
recorded operating
 
income of
 
$407.8 million
 
compared to
 
$39.6 million
 
for the
 
same
period of fiscal 2022.
For the thirty-nine
 
weeks ended February
 
25, 2023, we
 
recorded operating
 
income of $831.5
 
million compared
 
to an operating
loss of $2.2 million for the same period of fiscal 2022.
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
 
third quarter
 
of fiscal
 
2023,
 
we earned
 
$6.3 million
 
of interest
 
income compared
 
to $205
 
thousand for
 
the same
 
period
of
 
fiscal
 
2022.
 
The
 
increase
 
resulted
 
from
 
significantly
 
higher
 
investment
 
balances
 
and
 
higher
 
interest
 
rates.
 
The
 
Company
recorded interest expense of
 
$143 thousand and
 
$126 thousand for the
 
third quarters ended February
 
25, 2023 and February
 
26,
2022,
 
respectively.
For the
 
thirty-nine weeks
 
ended February
 
25, 2023,
 
we earned
 
$9.4 million
 
of interest
 
income compared
 
to $702
 
thousand for
the
 
same
 
period of
 
fiscal
 
2022.
 
The
 
increase
 
resulted
 
from significantly
 
higher
 
investment
 
balances
 
and higher
 
interest rates.
The
 
Company
 
recorded
 
interest
 
expense
 
of
 
$433
 
thousand
 
and
 
$262
 
thousand
 
for
 
the
 
thirty-nine
 
weeks
 
ended
 
February
 
25,
2023 and February 26, 2022, respectively.
Other, net for the
 
third quarter ended February 25, 2023
 
was an expense of $1.5 million
 
compared to income of $1.1 million
 
for
the
 
same
 
period
 
of
 
fiscal
 
2022.
 
The
 
majority
 
of
 
the
 
decrease
 
is
 
due
 
to
 
a
 
$2
 
million
 
impairment
 
of
 
an
 
investment
 
in
 
an
unconsolidated entity in the third quarter of fiscal 2023.
Other,
 
net for
 
the thirty-nine
 
weeks ended
 
February
 
25, 2023
 
was an
 
expense
 
of $205
 
thousand
 
compared
 
to income
 
of $8.2
million for the same
 
period of fiscal 2022. The majority
 
of the decrease is due
 
to our acquisition in fiscal 2022
 
of the remaining
50% membership
 
interest in
 
Red River
 
Valley
 
Egg Farm,
 
LLC (“Red
 
River”) as
 
we recognized
 
a $4.5
 
million gain
 
due to
 
the
remeasurement
 
of
 
our
 
equity
 
investment,
 
along
 
with
 
the
 
$1.4
 
million
 
payment
 
received
 
in
 
fiscal
 
2022
 
related
 
to
 
review
 
and
adjustment
 
of
 
our
 
various
 
marketing
 
agreements.
 
Additionally,
 
the
 
Company
 
recorded
 
a
 
$2
 
million
 
impairment
 
of
 
an
investment in an unconsolidated entity in the third quarter of fiscal 2023.
INCOME TAXES
For the third
 
quarter of fiscal
 
2023, pre-tax income
 
was $424.9 million
 
compared to $53.0
 
million for the
 
same period of
 
fiscal
2022. We
 
recorded income tax expense of $102.1
 
million for the third quarter of fiscal
 
2023, which reflects an effective
 
tax rate
of 24.0%.
 
Income tax
 
expense was $13.6
 
million for
 
the comparable
 
period of fiscal
 
2022, which
 
reflects an effective
 
tax rate
of 25.6%.
 
For the thirty-nine
 
weeks ended February
 
25, 2023, pre-tax income
 
was $852.6 million
 
compared to $19.7 million
 
for the same
period of
 
fiscal 2022.
 
We
 
recorded income
 
tax expense
 
of $206.4
 
million, which
 
reflects an
 
effective
 
tax rate
 
of 24.2%.
 
We
recorded an income tax benefit of $2.9 million
 
in the prior year period, which includes the discrete
 
tax benefit of $8.3 million in
connection with the Red River
 
acquisition.
 
Excluding the discrete tax benefit, income
 
tax expense for the comparable period
 
of
fiscal 2022 was $5.3 million with an adjusted effective tax
 
rate of 27.3%.
 
 
 
 
 
27
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 third
 
quarter ended
 
February 25,
 
2023,
 
was $323.2
 
million, or
 
$6.64
per basic
 
and $6.62
 
per diluted
 
common share,
 
compared to
 
net income
 
attributable to
 
Cal-Maine Foods,
 
Inc. of
 
$39.5 million
or $0.81 per basic and diluted common share for the same period of fiscal
 
2022.
Net
 
income
 
attributable
 
to
 
Cal-Maine
 
Foods,
 
Inc.
 
for
 
the thirty-nine
 
weeks
 
ended February
 
25,
 
2023,
 
was $647.1
 
million,
 
or
$13.31 per basic and $13.25 per diluted share, compared
 
to net income attributable to Cal-Maine Foods, Inc.
 
of $22.6 million or
$0.46 per basic and diluted share for the same period of fiscal 2022.
LIQUIDITY AND CAPITAL
 
RESOURCES
 
Working
 
Capital and Current Ratio
Our working capital
 
at February 25,
 
2023 was $880.3 million,
 
compared to $476.8
 
million at May 28,
 
2022. The calculation
 
of
working
 
capital
 
is defined
 
as current
 
assets less
 
current
 
liabilities. Our
 
current
 
ratio
 
was 3.8
 
at February
 
25, 2023,
 
compared
with 3.6 at May 28, 2022. The current ratio is calculated by dividing
 
current assets by current liabilities.
Cash Flows from Operating Activities
For the
 
thirty-nine weeks
 
ended February
 
25, 2023,
 
$706.5 million
 
in net
 
cash was
 
provided by
 
operating activities,
 
compared
to
 
$20.8
 
million
 
provided
 
by
 
operating
 
activities
 
for
 
the
 
comparable
 
period
 
in
 
fiscal
 
2022.
 
The
 
increase
 
in
 
cash
 
flow
 
from
operating
 
activities
 
resulted
 
primarily
 
from
 
higher
 
selling
 
prices
 
for
 
conventional
 
and
 
specialty
 
eggs
 
as
 
well
 
as
 
increased
volume of
 
specialty egg
 
sales, partially
 
offset by
 
increased costs of
 
feed ingredients
 
and processing,
 
packaging and
 
warehouse
costs compared to the prior-year period.
Cash Flows from Investing Activities
We
 
continue
 
to invest
 
in our
 
facilities,
 
with
 
$86.2
 
million used
 
to purchase
 
property,
 
plant and
 
equipment
 
for
 
the
 
thirty-nine
weeks
 
ended
 
February
 
25,
 
2023,
 
compared
 
to
 
$49.2
 
million
 
in
 
the
 
same
 
period
 
of
 
fiscal
 
2022.
 
Purchases
 
of
 
investment
securities
 
were
 
$442.6
 
million
 
in
 
the
 
third
 
quarter
 
of
 
fiscal
 
2023,
 
compared
 
to
 
$47.1
 
million
 
in
 
fiscal
 
2022.
 
The
 
increase
 
in
purchases of
 
investment securities
 
is primarily
 
due to
 
the utilization
 
of increased
 
liquidity resulting
 
from increased
 
cash flows
provided by operating activities noted above.
 
During the thirty-nine weeks ended February 26,
 
2022, we acquired the remaining
50% membership interest in Red River for $48.5 million.
Cash Flows from Financing Activities
We paid dividends
 
of $144.6 million for the thirty-nine weeks ended February 25, 2023.
As of February 25, 2023, cash increased $162.5 million since May 28,
 
2022, compared to a decrease of $41.8 million during the
same period of fiscal 2022.
Credit Facility
We
 
had no long-term
 
debt outstanding at
 
February 25, 2023
 
or May 28,
 
2022. 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
 
February
 
25,
 
2023,
 
no
 
amounts
 
were
 
borrowed
 
under
 
the
 
Credit
Facility. We
 
have $4.1 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
 
the Financial Statements,
 
Note 10 –
 
Credit Facility included
 
in our 2022
Annual Report for further information regarding our long-term debt.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
28
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 February 25, 2023 (in thousands):
Project(s) Type
Projected
 
Completion
Projected Cost
Spent as of February
25, 2023
Remaining
Projected Cost
Cage-Free Layer & Pullet Houses
Fiscal 2024
42,591
4,830
37,761
Cage-Free Layer & Pullet Houses
Fiscal 2025
40,099
26,350
13,749
Cage-Free Layer & Pullet Houses
Fiscal 2026
38,883
15,894
22,989
Cage-Free Layer & Pullet Houses
Fiscal 2027
56,923
13,617
43,306
$
178,496
$
60,691
$
117,805
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
2022 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
 
thirty-nine weeks ended February 25, 2023 from
the information provided in Part II Item 7A Quantitative and Qualitative Disclosures About
 
Market Risk in our 2022 Annual
Report.
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 February 25, 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 February
 
25, 2023
that has materially affected, or is reasonably likely to materially affect,
 
our internal control over financial reporting.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
29
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
 
2022
 
Annual
Report,
 
Part
 
I
 
Item
 
3
 
Legal
 
Proceedings,
 
and
 
Part
 
II
 
Item 8,
 
Notes
 
to
 
Consolidated
 
Financial
 
Statements
 
and
 
Supplementary
Data, Note
 
18: 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 2022 Annual
 
Report.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
 
PROCEEDS
 
The following table is a summary of our third quarter 2023 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
11/27/22 to 12/24/22
—
$
—
—
—
12/25/22 to 01/21/23
(29,344)
54.10
—
—
01/22/23 to 02/25/23
—
—
—
—
(29,344)
$
54.10
—
—
(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.
 
 
30
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:
 
March 28, 2023
/s/ Max P.
 
Bowman
Max P.
 
Bowman
Vice President, Chief Financial
 
Officer
(Principal Financial Officer)
໿
Date:
 
March 28, 2023
/s/ Matthew S. Glover
Matthew S. Glover
Vice President – Accounting
(Principal Accounting Officer)
໿