CAL-MAINE FOODS INC
10-Ks and 10-Qs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
DC
20549
FORM
For the quarterly period ended
or
For the transition period from ____________ to ____________
Commission File Number:
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization)
(I.R.S Employer Identification No.)
,
,
,
(Address of principal executive offices)
(Zip Code)
(
)
(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
The
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.
☑
☐
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).
☑
☐
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.
☑
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
☐
☑
There were
2
INDEX
Page Number
Part I.
Financial Information
Item 1.
Item 2.
Item 3.
Item 4.
Part II.
Other Information
Item 1.
Item 1A.
Item 2.
Item 5.
Item 6.
3
PART
I.
FINANCIAL
INFORMATION
ITEM 1.
FINANCIAL STATEMENTS
Cal-Maine Foods, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(In thousands, except for par value amounts)
(Unaudited)
August 30, 2025
May 31, 2025
Assets
Current assets:
Cash and cash equivalents
$
$
Investment securities available-for-sale
Trade and other receivables, net
Income tax receivable
Inventories
Prepaid expenses and other current assets
Total current
assets
Property, plant &
equipment, net
Investments in unconsolidated entities
Goodwill
Intangible assets, net
Other long-term assets
Total Assets
$
$
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable
$
$
Accrued wages and benefits
Income taxes payable
Dividends payable
Accrued expenses and other liabilities
Total current
liabilities
Other noncurrent liabilities
Deferred income taxes, net
Total liabilities
Commitments and contingencies - see Note 10
—
—
Stockholders’ equity:
Common stock ($
Paid-in capital
Retained earnings
Accumulated other comprehensive income (loss), net of tax
(
1,007
)
Common stock in treasury at cost –
shares at May 31, 2025
(
85,891
)
(
85,893
)
Total Cal-Maine Foods,
Inc. stockholders’ equity
Noncontrolling interest in consolidated entity
Total stockholders’
equity
Total Liabilities and Stockholders’
Equity
$
$
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
August 30, 2025
August 31, 2024
Net sales
$
$
Cost of sales
Gross profit
Selling, general and administrative
(Gain) loss on involuntary conversions
(
7,488
)
(Gain) loss on disposal of fixed assets
(
1,817
)
Operating income
Other income (expense):
Interest income, net
Other, net
Total other income, net
Income before income taxes
Income tax expense
Net income
Less: Loss attributable to noncontrolling interest
(
233
)
(
386
)
Net income attributable to Cal-Maine Foods, Inc.
$
$
Net income per common share:
Basic
$
$
Diluted
$
$
Weighted average
shares outstanding:
Basic
Diluted
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
August 30, 2025
August 31, 2024
Net income
$
$
Other comprehensive income, before tax:
Unrealized holding gain on available-for-sale securities, net of reclassification
adjustments
Income tax expense related to items of other comprehensive income
(
625
)
(
416
)
Other comprehensive income, net of tax
Comprehensive income
Less: Comprehensive loss attributable to the noncontrolling interest
(
233
)
(
386
)
Comprehensive income attributable to Cal-Maine Foods, Inc.
$
$
See Notes to Condensed Consolidated Financial Statements.
6
Cal-Maine Foods, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
Thirteen Weeks
Ended
August 30, 2025
August 31, 2024
Cash flows from operating activities:
Net income
$
$
Depreciation and amortization
Deferred income taxes
(
14,605
)
Other adjustments, net
(
39,581
)
Net cash provided by operations
Cash flows from investing activities:
Purchases of investment securities
(
270,315
)
(
202,196
)
Sales and maturities of investment securities
Acquisition of businesses, net of cash acquired
(
275,291
)
(
111,521
)
Purchases of property,
plant and equipment
(
45,302
)
(
35,773
)
Net proceeds from disposal of property,
plant and equipment
Net cash used in investing activities
(
409,714
)
(
135,871
)
Cash flows from financing activities:
Payments of dividends
(
114,163
)
(
37,758
)
Purchase of common stock by treasury
(
18
)
(
34
)
Net cash used in financing activities
(
114,181
)
(
37,792
)
Net change in cash, cash equivalents and restricted cash
(
245,291
)
(
56,211
)
Cash, cash equivalents and restricted cash at beginning of period
Cash, cash equivalents and restricted cash at end of period
$
$
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
(“Cal-Maine Foods,”
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
31,
2025
(the
“2025
Annual
Report”).
These
statements
reflect
all
adjustments
that
are,
in
the
opinion
of
management,
necessary
to
a
fair
statement
of
the
results
for
the
interim
periods
presented
and,
in
the
opinion
of
management,
consist
of
adjustments
of a
normal recurring
nature. Operating
results for
the interim
periods are
not necessarily
indicative
of operating
results for the entire fiscal year.
Fiscal Year
The Company’s
fiscal year ends on
the Saturday closest to
May 31. Each of
the three-month periods
ended on August 30, 2025
and August 31, 2024 included
13
Use of Estimates
The
preparation
of the
condensed
consolidated
financial
statements
in
conformity
with GAAP
requires
management
to
make
estimates
and
assumptions
that
affect
the
amounts
reported
in
the
condensed
consolidated
financial
statements
and
accompanying notes. Actual results could differ from those estimates.
Dividends Payable
Dividends are accrued
at the end of each
quarter according to the Company’s
dividend policy adopted by
its Board of Directors
(“Board”).
The Company
pays a
dividend
to holders
of its
Common Stock
(and, prior
to its
conversion
to Common
Stock on
April
14,
2025
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
quarterly
net
income.
Dividends are
paid
to stockholders
of record
as of
the 60th
day
following
the last
day
of
such quarter,
except for
the fourth
fiscal quarter.
For the
fourth quarter,
the Company
pays dividends
to stockholders
of record
on the
65th
day after
the quarter
end. Dividends
are payable
on the
15th day
following the
record date.
Following a
quarter for
which the
Company
does
not
report
net
income
attributable
to
Cal-Maine
Foods,
Inc.,
the
Company
will
not
pay
a
dividend
for
a
subsequent profitable
quarter until the
Company is
profitable on
a cumulative
basis computed
from the
date of the
most recent
quarter for which a dividend was paid. The dividend policy is subject to periodic
review by the Board.
Revenue Recognition
The Company recognizes revenue through the sale of its products
to customers through retail, foodservice and other distribution
channels.
The
majority
of
the
Company’s
revenue
is
derived
from
agreements
or
contracts
with
customers
based
upon
the
customer
ordering
its
products
with
a
single
performance
obligation
of
delivering
the
product.
The
Company
believes
the
performance
obligation
is
met
upon
delivery
and
acceptance
of
the
product
by
its
customers,
which
generally
occurs
upon
shipment
or delivery
to a
customer based
on
the terms
of the
sale. Costs
paid
to third
party brokers
to obtain
agreements are
expensed as the Company’s
agreements are generally less than one year.
Revenues are
recognized in
an amount
that reflects
the net
consideration we
expect to
receive in
exchange for
delivery of
the
products.
The
Company
periodically
offers
sales
incentives
or
other
programs
such
as
rebates,
discounts,
coupons,
volume-
based incentives,
guaranteed sales and
other programs.
The Company
records an estimated
allowance for costs
associated with
these programs, which
is recorded as a
reduction in revenue at
the time of sale
using historical trends
and projected redemption
rates
of
each
program.
The
Company
regularly
reviews
these
estimates
and
any
difference
between
the
estimated
costs
and
actual realization of these programs would be recognized
in the subsequent period.
8
Business Combinations
The Company applies the acquisition
method of accounting, which
requires that once control is obtained,
all the assets acquired
and liabilities assumed,
including amounts
attributable to noncontrolling
interests, are recorded
at their respective
fair values at
the
date
of acquisition.
The
excess
of
the
purchase
price
over
fair
values
of
identifiable
assets
and
liabilities
is
recorded
as
goodwill.
We
use
various
models
and
methods
to
determine
the
fair
values
of
identifiable
assets
and
liabilities,
such
as
top-down
and
bottom-up
approach
for
inventory,
cost
method
and
market
approach
for
property,
and
relief-from-royalty
and
multi-period
excess earnings to value
intangibles. Significant estimates in
valuing certain intangible assets include,
but are not limited to,
the
amount and timing of future cash flows, growth rates, discount rates
and useful lives.
New Accounting Pronouncements and Policies
In December
2023, the
Financial Accounting
Standards Board
(“FASB”)
issued Accounting Standards
Update (“ASU”)
2023-
09,
Income Taxes
(Topic
740) – Improvements to
Income Tax
Disclosures
. This ASU requires that an
entity, on an
annual basis,
disclose
additional
income
tax
information,
primarily
related
to
the
rate
reconciliation
and
income
taxes
paid.
The
ASU
is
intended
to enhance
the transparency
and decision
usefulness of
income tax
disclosures. ASU
2023-09
is effective
for annual
periods
beginning
after
December
15,
2024.
The
Company
is
currently
evaluating
the
impact
of
ASU
2023-09
on
its
consolidated financial statement disclosures.
In
November
2024,
the
FASB
issued
ASU
2024-03,
Income
Statement
—
Reporting
Comprehensive
Income
—
Expense
Disaggregation Disclosures
(Subtopic 220-40)
. The objective of ASU
2024-03 is to improve disclosures
about a public entity’s
expenses, primarily
through additional
disaggregation of
income statement expenses.
Additionally,
in January
2025, the FASB
further
clarified
the
effective
date
of
ASU
2024-03
with
the issuance
of ASU
2025-01.
ASU
2024-03 is
effective
for
annual
periods beginning
after December
15, 2026, and
interim periods
within annual
reporting periods
beginning after
December 15,
2027. Early
adoption is permitted
and may
be applied
either on a
prospective or
retrospective basis. The
Company is
currently
evaluating the impact of ASU 2024-03 on its consolidated financial statement disclosures.
There are no
other new accounting
pronouncements
issued or effective
during the fiscal year
that had or
are expected to have
a
material impact on our consolidated financial statements.
9
Note 2 - Acquisition
Acquisition of Echo Lake Foods, LLC
Effective
, the Company
acquired Echo
Lake Foods, LLC
and certain
related companies
(collectively “Echo
Lake
Foods”). Echo
Lake Foods
is based
in Burlington,
Wisconsin and
produces, packages,
markets and
distributes prepared
foods,
including waffles, pancakes, scrambled eggs, frozen
cooked omelets, egg patties, toast and diced eggs. The Company
accounted
for the acquisition as a business combination.
Pending
the
finalization
of
the
Company’s
valuation,
the
following
table
summarizes
the
consideration
paid
for
Echo
Lake
Foods and the amounts of assets acquired and liabilities assumed recognized
at the acquisition date (in thousands):
Cash consideration paid
$
Recognized amounts of identifiable assets acquired and liabilities assumed
Cash
$
Investment securities available-for-sale
Accounts receivable
Inventories
Prepaid expenses and other current assets
Property, plant &
equipment
Intangible assets
Accounts payable and other current liabilities
(
13,047
)
Total identifiable
net assets
Goodwill
$
Cash and
accounts receivable
acquired
along with
liabilities assumed
were valued
at their
carrying value
which approximates
fair value due to the short maturity of these instruments.
Inventories consisted
primarily of
raw materials,
supplies and
finished goods.
Raw materials
and supplies
were valued
at their
carrying value as
management believes that
their carrying value
best approximates their
fair value. Finished
goods were valued
using both the bottom-up and top-down approach. The
bottom-up approach measures the value of inventory as the value created
by the
target company
(i.e., the
costs incurred,
profit realized,
and tangible
and intangible
assets utilized)
pre-acquisition date.
The top-down
approach measures
the value
of inventory
as the
incremental
inventory value
created by
the market
participant
buyer as part
of its selling
effort to an
end customer (i.e.,
the costs that
will be incurred,
the profit that
will be realized,
and the
tangible and intangible assets that will be utilized) post-acquisition date.
Property,
plant and
equipment were
valued
utilizing
the cost
approach
and
market approach.
Machinery
and equipment
were
valued
utilizing
the
cost
approach
which
is
based
on
replacement
or
reproduction
costs
of
the
assets
and
subtracting
any
depreciation resulting from
physical deterioration and/or
functional or economic
obsolescence. Land and
buildings were valued
utilizing the market approach by using a real estate valuation.
Intangible assets
consisted primarily
of customer
relationships and
a trade name.
Customer relationships
were valued using
the
multi-period excess earnings method and the trade name was valued
using the relief-from-royalty method.
Goodwill
represents
the
excess
of
the
purchase
price
of
the
acquired
business
over
the
acquisition
date
fair
value
of
the
net
assets acquired.
Goodwill
recorded
in
connection
with
the Echo
Lake
Foods
acquisition is
primarily
attributable
to projected
synergies
from integrating
the operations
of Echo
Lake Foods
with the
operations of
the Company.
The Company
recognized
goodwill of $
10
The Company
recorded
transaction costs
of
$
2025, respectively,
as a result of the Echo Lake Foods acquisition.
Note 3 - Investment
Securities Available-for-Sale
The following
represents the
Company’s
investment securities
available-for-sale as
of August
30, 2025
and May
31, 2025
(in
thousands):
August 30, 2025
Amortized
Cost
Unrealized
Gains
Unrealized
Losses
Estimated
Fair Value
Municipal bonds
$
$
$
$
Commercial paper
Corporate bonds
Certificates of deposits
US government and agency obligations
Treasury bills
Total current
investment securities
$
$
$
$
May 31, 2025
Amortized
Cost
Unrealized
Gains
Unrealized
Losses
Estimated
Fair Value
Municipal bonds
$
$
$
$
Commercial paper
Corporate bonds
Certificates of deposits
US government and agency obligations
Treasury bills
Total current
investment securities
$
$
$
$
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 investment securities
at August 30, 2025 are as follows (in thousands):
Estimated Fair Value
Within one year
$
1-5 years
Total
$
Note 4 - 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
•
Level 2
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
significant to the fair value of the assets or liabilities
11
The disclosures of fair value of certain financial assets and liabilities that are recorded
at cost are as follows:
Cash and Cash Equivalents, Accounts Receivable, and Accounts Payable
The carrying amount approximates fair value due to the short maturity of these instruments.
Assets and Liabilities Measured at Fair
Value
on a Recurring Basis
In accordance with
the fair value hierarchy
described above, the
following table shows the
fair value of our
financial assets and
liabilities
that
are
required
to
be
measured
at
fair
value
on
a
recurring
basis
as
of
August
30,
2025
and
May
31,
2025
(in
thousands):
August 30, 2025
Level 1
Level 2
Level 3
Balance
Assets
Municipal bonds
$
$
$
$
Commercial paper
Corporate bonds
Certificates of deposits
US government and agency obligations
Treasury bills
Total assets measured at fair
value
$
$
$
$
Liabilities
Contingent consideration
$
$
$
$
Total liabilities measured
at fair value
$
$
$
$
May 31, 2025
Level 1
Level 2
Level 3
Balance
Assets
Municipal bonds
$
$
$
$
Commercial paper
Corporate bonds
Certificates of deposits
US government and agency obligations
Treasury bills
Total assets measured at fair
value
$
$
$
$
Liabilities
Contingent consideration
$
$
$
$
Total liabilities measured
at fair value
$
$
$
$
Investment securities – available-for-sale are all classified as Level 2 and 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.
Contingent consideration
classified as
Level 3
consists of
the potential
obligation to
pay an
earnout to
Fassio Egg
Farms, Inc.
(“Fassio”) contingent
on the
acquired
business meeting
certain return
on profitability
milestones over
a
three-year
commenced on the
date of the acquisition
in the second
quarter of fiscal
2024. The fair
value of the
contingent consideration is
estimated using a discounted
cash flow model. Key assumptions
and unobservable inputs that require
significant judgment used
in the
estimate include
weighted average
cost of
capital, egg
prices, projected
revenue and
expenses over
the period
for which
the
contingent
consideration
is
measured,
and
the
probability
assessments
with
respect
to
the
likelihood
of
achieving
the
forecasted
projections. There
were
ended August 30, 2025.
12
Note 5 - Inventories
Inventories consisted of the following as of August 30, 2025 and May 31,
2025 (in thousands):
August 30, 2025
May 31, 2025
Flocks, net of amortization
$
$
Feed and supplies
Raw materials and finished goods inventory
$
$
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
August
30, 2025 and May
31, 2025 consisted of
approximately
Note 6 - Equity
The following reflects equity activity for the thirteen weeks ended
August 30, 2025 and August 31, 2024 (in thousands):
Thirteen Weeks
Ended August 30, 2025
Cal-Maine Foods, Inc. Stockholders
Treasury
Paid In
Accum. Other
Retained
Noncontrolling
Amount
Amount
Capital
Comp. Gain (Loss)
Earnings
Interest
Total
Balance at May 31, 2025
$
$
(
85,893
)
$
$
(
1,007
)
$
$
$
Other comprehensive
income, net of tax
—
—
—
—
—
Stock compensation plan
transactions
—
—
—
Dividends ($
—
—
—
—
(
66,457
)
—
(
66,457
)
Net income (loss)
—
—
—
—
(
233
)
Balance at August 30, 2025
$
$
(
85,891
)
$
$
$
$
$
Thirteen Weeks
Ended August 31, 2024
Cal-Maine Foods, Inc. Stockholders
Class A
Treasury
Paid In
Accum. Other
Retained
Noncontrolling
Amount
Amount
Amount
Capital
Comp. Loss
Earnings
Interest
Total
Balance at June 1,
2024
$
$
$
(
31,597
)
$
$
(
1,773
)
$
$
(
3,104
)
$
Other comprehensive
income, net of tax
—
—
—
—
—
—
Stock compensation
plan transactions
(
35
)
—
—
—
Dividends ($
share)
Common
—
—
—
—
—
(
45,075
)
—
(
45,075
)
Class A common
—
—
—
—
—
(
4,891
)
—
(
4,891
)
Net income (loss)
—
—
—
—
—
(
386
)
Balance at August 31,
2024
$
$
$
(
31,632
)
$
$
(
474
)
$
$
(
3,490
)
$
Note 7 - Net Income per Common Share
Basic net
income per
share attributable
to Cal-Maine
Foods, Inc.
is based
on the
weighted average
shares of
Common Stock
(and when
they were
outstanding shares
of Class
A Common
Stock) outstanding.
All shares
of Class
A Common
Stock were
13
converted into
Common Stock
on April
14, 2025.
Diluted net
income per
share attributable
to Cal-Maine
Foods, Inc.
is based
on weighted-average
shares of
Common Stock
outstanding during
the relevant
period adjusted
for the
dilutive effect
of share-
based awards.
The
following
table
provides
a
reconciliation
of
the
numerators
and
denominators
used
to
determine
basic
and
diluted
net
income per common share attributable to Cal-Maine Foods, Inc.
(amounts in thousands, except per share data):
Thirteen Weeks
Ended
August 30, 2025
August 31, 2024
Numerator
Net income
$
$
Less: Loss attributable to noncontrolling interest
(
233
)
(
386
)
Net income attributable to Cal-Maine Foods, Inc.
$
$
Denominator
Weighted-average
common shares outstanding, basic
Effect of dilutive restricted shares
Weighted-average
common shares outstanding, diluted
Net income per common share attributable to Cal-Maine Foods, Inc.
Basic
$
$
Diluted
$
$
Note 8 - Stock Based Compensation
Total
stock-based compensation
expense was
$
August 31, 2024, respectively.
Unrecognized
compensation expense
as a
result of
non-vested shares
of equity-based
awards outstanding
under the
Amended
and
Restated 2012
Omnibus Long-Term
Incentive
Plan at
August
30,
2025
of $
average period of
13 – Stock-Based Compensation in our 2025 Annual Report for further
information on our stock compensation plans.
The Company’s equity-based award
activity for the thirteen weeks ended August 30, 2025 was as follows:
Number of
Shares
Weighted
Average Grant
Date Fair Value
Outstanding, May 31, 2025
$
Granted
Vested
(
529
)
Forfeited
(
793
)
Outstanding, August 30, 2025
$
14
Note 9 – Segment Reporting
The Company has
shell eggs,
prepared foods and egg products. The Company is managed on a consolidated basis.
The Company’s
operating segment
is determined
on the
basis of
our organizational
structure and
information that
is regularly
reviewed by
our Chief
Operating Decision Maker
(“CODM”). The
Company’s
CODM is Sherman
Miller, President
and Chief
Executive Officer.
The CODM reviews net income,
which is reported on the
Condensed Consolidated Statements of
Income, to
assess the
performance of,
and make
decisions on
how to
allocate resources
to, the
segment. The
CODM utilizes
consolidated
expense information
regularly provided
in the CODM
package in
order to
assist with assessing
performance and
deciding how
to
allocate
resources,
which
align
with
the
consolidated
expense
categories
as
disclosed
on
the
face
of
the
Condensed
Consolidated Statements
of Income.
The measure
of segment
assets is
reported on
the Condensed
Consolidated Balance
Sheet
as Total assets.
Revenue
primarily
derives
from
the
sales
of
shell
eggs,
prepared
foods,
and
egg
products
throughout
the
Unites
States.
The
Company’s
shell
egg
product
offerings
include
specialty
and
conventional
shell
eggs.
Specialty
shell
eggs
include
cage-free,
organic,
brown,
free-range,
pasture-raised
and
nutritionally
enhanced
eggs.
Conventional
shell
eggs
sales
represent
all
other
shell egg sales not sold as specialty shell eggs. The Company’s
prepared foods include offerings such as pre-cooked
egg patties,
omelets,
folded
and
scrambled
egg
formats,
hard-cooked
eggs,
pancakes,
waffles,
and
specialty
wraps.
Egg
products
include
liquid and frozen egg products.
Other sales represent feed sales, miscellaneous byproducts and resale products.
The following table provides revenue disaggregated by product category
(in thousands):
Thirteen Weeks
Ended
August 30, 2025
August 31, 2024
Conventional shell egg sales
$
$
Specialty shell egg sales
Prepared foods
Egg products
Other
$
$
The following table provides revenue disaggregated by sales channel
(in thousands):
Thirteen Weeks
Ended
August 30, 2025
August 31, 2024
Retail
$
$
Foodservice
Other
$
$
Retail customers include primarily national
and regional grocery store chains,
club stores, and companies servicing independent
supermarkets
in
the
U.S.
Foodservice
customers
include
primarily
companies
that
sell
food
products
and
related
items
to
restaurants, convenience stores, healthcare and education facilities and hotels.
Note 10 - Commitments and Contingencies
LEGAL PROCEEDINGS
Civil Investigative Demand
In
March
2025,
the
Company
received
a
Civil
Investigative
Demand
(“CID”)
from
the
Department
of
Justice
(“DOJ”)
in
connection with
an antitrust investigation
to determine whether
there is, has
been or may
be a violation
of the antitrust
laws by
anticompetitive
conduct
by
and
among
egg
producers.
In August
2025,
the
Company
received
a
subpoena
from
the
State
of
New York
requesting information
and documents
related to its
investigation of
anticompetitive conduct
and high
egg prices
in
the
egg
industry.
The
Company
is
complying
with
the
CID
and
the
subpoena
and
cooperating
with
the
investigations.
15
Management
cannot
predict
the
eventual
scope,
duration
or
outcome
of
these
investigations
and
is
unable
to
estimate
the
amount or range of potential losses, if any,
at this time.
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
$
prejudice. On September
11, 2020,
the State filed a
notice of appeal,
which was assigned to
the Texas
Court of Appeals
for the
First
District.
On
August
16,
2022,
the
appeals
court
reversed
and
remanded
the
case
back
to
the
trial
court
for
further
proceedings. On October 31, 2022,
the Company and WCF appealed
the First District Court’s
decision to the Supreme Court
of
Texas.
On September
29, 2023,
the Supreme
Court of
Texas
denied the
Company’s
Petition for
Review and
remanded to
the
trial
court
for
further
proceedings.
On
November
30,
2024,
the
State
filed
an
amended
petition,
primarily
to
address
a
procedural
deficiency
that
required
the
State
to
generally
plead
it
was
seeking
monetary
relief
over
$
restitution,
civil
penalties,
attorney’s
fees
and
costs.
Pre-trial
proceedings
are
progressing
in
accordance
with
the
court’s
schedule. Management believes the risk of material loss related to this matter to
be remote.
Kraft Foods Global, Inc. et al. v.
United Egg Producers, Inc. et al.
On September
25, 2008,
the Company
was named
as one
of several
defendants in
numerous antitrust
cases involving
the U.S.
shell
egg
industry.
The
Company
settled
all of
these
cases,
except
for
the
claims
of
certain
plaintiffs
who
sought
substantial
damages
allegedly
arising from
the purchase
of egg
products (as
opposed
to shell
eggs). These
remaining
plaintiffs
are Kraft
Food Global,
Inc., General
Mills, Inc.,
and Nestle
USA, Inc.
(the “Egg
Products Plaintiffs”)
and, until
a subsequent
settlement
was reached as described below,
The Kellogg Company.
On September
13, 2019,
the case
with the
Egg Products
Plaintiffs was
remanded from
a multi-district
litigation proceeding
in
the
United
States
District
Court
for
the
Eastern
District
of
Pennsylvania,
In
re
Processed
Egg
Products
Antitrust
Litigation,
MDL No. 2002, to
the United States District Court
for the Northern District
of Illinois, Kraft Foods Global,
Inc. et al. v.
United
Egg
Producers,
Inc.
et
al., Case
No.
1:11-cv-8808,
for
trial. The
Egg
Products
Plaintiffs
alleged
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
attacked
certain features of
the United Egg
Producers animal-welfare guidelines
and program used by
the Company and
many other egg
producers.
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 trial of this case began
on October 17, 2023. On December
1, 2023, the jury returned a decision
awarding the Egg Products
Plaintiffs $
defendants,
jointly
and
severally,
totaling
$
motion for judgment as
a matter of law or
for a new trial, and a
motion to alter or amend
the judgment. On December 13,
2024,
the
court
granted
defendants’
November
20,
2024
motion
to
stay
enforcement
of
the
judgment
and
entered
an
agreed
order
requiring the
defendants to
post security
during post-judgment
proceedings and
appeal, and
stayed proceedings
to enforce
the
judgment until the disposition
of the post-judgment motions
and ultimate appeals. On
December 17, 2024, the
Company posted
a
bond in
the approximate
amount of
$
appeal the trial
court’s
decision. Another defendant
posted a bond
for the remaining
amount. The Company
intends to continue
to vigorously defend the claims asserted by the Egg Products Plaintiffs.
If the
jury’s
decision is
ultimately upheld,
the Company
would be
jointly and
severally liable
with other
defendants for
treble
damages,
or
$
Plaintiffs’
reasonable
attorneys’
fees.
During
our
second
fiscal
quarter
of
2024,
we
recorded
an
accrued
expense
of
$
million
in selling,
general and
administrative
expenses in
the Company’s
Condensed
Consolidated Statements
of Income
and
classified
as
other
noncurrent
liabilities
in
the
Company’s
Condensed
Consolidated
Balance
Sheets.
Although
less
than
the
bond
posted
by
the
Company,
the
accrual
represents
our
estimate
of
the
Company’s
proportional
share
of
the
reasonably
16
possible ultimate damages award,
excluding the Egg Product
Plaintiffs’ attorneys’ fees
that we believe would
be approximately
offset
by
the
credits
noted
above.
We
have
entered
into
a
judgment
allocation
and
joint
defense
agreement
with
the
other
defendants remaining in the
case. Our accrual may change
in the future to the extent
we are successful in further
proceedings in
the litigation.
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
%
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 jointly
and severally
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. On
June 12,
2023, the
court ordered
the
parties to mediate
before retired Tenth
Circuit Chief Judge
Deanell Reece Tacha,
but the mediation
was unsuccessful. On
June
26, 2024,
the district
court denied
defendants’ motion
to dismiss
the case.
On September
13, 2024,
a status
hearing
was held
and the court scheduled an evidentiary
hearing for December 3, 2024,
to determine whether any legal
remedy is available based
on the now
14-year-old record
and changed
circumstances of the
Illinois River watershed.
On June 17,
2025, the court
entered
an opinion
and order
that found
that the
State satisfied
its burden
to show
that conditions
in the
Illinois River
watershed have
not materially changed
since the original trial
and the case was
not moot. On
July 9, 2025, the
State of Oklahoma filed
its form
of proposed
final judgment
and brief
in support
thereof seeking
over $100
million in
total fines
from all
defendants, including
approximately
$
defendants filed
their form of proposed
final judgment and
brief in support
thereof seeking no
monetary fines or
penalties. The
court has not
ruled on these
submissions but is
expected to enter
a final judgment
imposing fines and
potentially non-monetary
remedies,
if
any,
in
the
future.
information available as
of September 30,
2025, management expects
that the ultimate
resolution of this
litigation will result
in
a loss to the Company, if any,
that is substantially less than the amount sought from the Company by the State of
Oklahoma.
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
31, 2025
(the “2025 Annual Report”), and the accompanying financial statements and
notes included in Part II Item 8 of the 2025 Annual
Report and in
This Quarterly
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
business,
including
potential
future
supply
of
and
demand
for
our
products,
potential
future
corn
and
soybean
price
trends,
potential future
impact on our
business of the
resurgence in United
States (“U.S.”) commercial
table egg
layer flocks of
highly
pathogenic avian influenza (“HPAI”),
estimated future production data, expected
construction schedules, projected construction
costs, potential future
impact on our business
of inflation and changing
interest rates, potential future
impact on our business
of
new legislation,
rules or
policies, potential
outcomes of
legal proceedings,
including loss
contingency accruals
and factors
that
may result
in changes
in the
amounts recorded,
other projected
operating data,
including anticipated
results of
operations
and
financial condition, and
potential future cash
returns to stockholders
including the timing
and amount of
any repurchases under
our
share
repurchase
program.
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
Risk Factors
of our 2025
Annual Report,
as well as
those included
in other
reports we
file from
time to
time with
the
United
States
Securities
and
Exchange
Commission
(“SEC”)
(including
our
Quarterly
Reports
on
Form
10-Q
and
Current
Reports on Form 8-K), (ii)
the risks and hazards inherent
in the shell egg business (including
disease, pests, weather conditions,
and potential for product recall),
including but not limited to the
current outbreak of HPAI
affecting poultry in the
U.S., Canada
and other countries that was first
detected in commercial flocks in
the U.S. in November 2023 and that
first impacted our flocks
in December 2023,
(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 recent or future
acquisition
of
new
flocks
or
businesses,
such
as
our
acquisition
of
Echo
Lake
Foods
completed
June
2,
2025,
and
risks
or
changes that
may cause
conditions to
completing a
pending acquisition
not to
be met,
(vi) our
ability to
successfully integrate
and
manage
the
business
of
Echo
Lake
Foods
and
realize
the
expected
benefits
of
the
acquisition,
including
synergies,
cost
savings,
reduction
in
earnings
volatility,
margin
expansion,
financial
returns,
expanded
customer
relationships,
or
sales
or
growth opportunities,
(vii) our ability
to retain existing
customers, acquire
new customers and
grow our product
mix including
our
prepared
foods
product
offerings,
(viii)
the
impacts
and
potential
future
impacts
of government,
customer
and
consumer
reactions to recent high market
prices for eggs, (ix) potential
impacts to our business as
a result of our Company
ceasing to be a
“controlled company”
under the rules
of The Nasdaq
Stock Market on
April 14, 2025,
(x) risks relating
to potential changes
in
inflation, interest
rates and
trade and
tariff policies,
(xi) adverse
results in
pending litigation
and other
legal matters,
and (xii)
global instability,
including as a
result of the
war in Ukraine,
the conflicts involving
Israel and
Iran, and attacks
on shipping
in
the
Red
Sea.
The
actual
timing,
number
and
value
of
shares
repurchased
under
our
share
repurchase
program
will
be
determined
by management
in its
discretion
and will
depend
on a
number
of factors,
including but
not limited
to, the
market
price
of our
Common Stock
and
general
market and
economic
conditions.
The share
repurchase
program
may be
suspended,
modified
or
discontinued
at
any
time
without
prior
notice.
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 made only
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.
COMPANY
OVERVIEW
Cal-Maine Foods,
Inc. (“Cal-Maine
Foods,” the
“Company,”
“we,” “us,”
“our”) is
the largest
egg company
in the
U.S. and
a
leading
player
in
the
egg-based
food
industry.
With
a
strong
national
footprint,
Cal-Maine
Foods
provides
nutritious,
affordable, and sustainable protein to millions of households every
day.
The Company’s
portfolio spans the
full egg value
ladder—from conventional
to specialty,
including cage-free, organic,
brown,
free-range,
pasture-raised,
and
nutritionally
enhanced
eggs—serving
both
retail
and
foodservice
customers
nationwide.
Cal-
18
Maine
Foods
also
participates
in
the
growing
prepared
foods
sector,
with
offerings
such
as
pre-cooked
egg
patties,
omelets,
folded
and scrambled
egg formats,
hard-cooked
eggs,
pancakes, waffles,
and
specialty wraps.
Our
branded portfolio
includes
Eggland’s Best®, Land O’Lakes®, Farmhouse
Eggs®, 4Grain®, Sunups®, MeadowCreek Foods®, and Crepini®.
Our operations are fully integrated,
and we have one operating and reportable
segment. Our total flock as of
August 30, 2025 of
approximately
48.5
million
layers
and
11.1
million
pullets
and
breeders
is
the
largest
in
the
U.S.
We
sell
our
products
to
a
diverse group of
customers, including national
and regional grocery
store chains,
club stores, companies
servicing independent
supermarkets
in
the
U.S.,
and
foodservice
distributors
serving
restaurants,
convenience
stores,
healthcare
and
education
facilities and hotels throughout the majority of the U.S. and
aim to maintain efficient, state-of-the-art operations
located close to
our customers.
Our
strategy
includes
three
primary
priorities:
expanding
specialty
eggs
and
prepared
foods,
pursuing
disciplined
growth
through acquisitions and leveraging our scale, vertical integration, operational
excellence and financial strength.
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.
Our
pricing for
shell eggs
is negotiated
with our
customers on
individual terms.
We
sell our
shell eggs
at prices
based on
formulas
that take into
account, in varying
ways, independently
quoted regional wholesale
market prices for
shell eggs, formulas
related
to
our
costs
of
production,
such
as
grain-based
and
variations
of
cost-plus
arrangements,
or
hybrid
models
including
cost
of
production and wholesale market prices.
The majority
of our
conventional eggs
are priced
and sold
under frameworks
that generally
utilize market-based
formulas tied
to independently
quoted regional
wholesale market
quotes. The
majority of
our specialty
eggs are
sold under
frameworks that
do not utilize market-based
formulas, although we do
have some customers that prefer
market-based pricing for cage-free
eggs.
As
a
result,
specialty
egg
prices
typically
do
not
fluctuate
as
much
as
conventional
pricing.
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
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 global
instability that
could disrupt
the
supply chain.
An important competitive advantage
for Cal-Maine Foods is
our ability to meet
our customers’ evolving needs
with a favorable
mix of
branded and
private-label products
of conventional
and specialty
eggs, including
cage-free, organic,
brown, free-range,
pasture-raised and nutritionally-enhanced eggs as well as prepared
foods and egg products.
HPAI
Outbreaks of
HPAI
have continued
to occur
in U.S.
poultry flocks.
Since the
HPAI
outbreaks in
2015, there
were no
reported
significant
outbreaks
of
HPAI
in
the
commercial
table
egg
layer
flocks
until
the
February
–
December
2022
time
period.
Thereafter,
there were
no HPAI
cases affecting
commercial
layers until
November
2023. In
calendar year
2024,
40.2 million
commercial
layer
hens
and
pullets
were
depopulated
due
to
HPAI,
and
in
calendar
year
2025,
an
additional
42.4
million
19
commercial layer
hens and
pullets were depopulated
due to HPAI
as of
September 30,
2025. The
United States
Department of
Agriculture
(the
“USDA”)
reported
that
the
estimated
table-egg
layer
flock
as
of
August
1,
2025
was
approximately
296.9
million, compared to
301.9 million, 314.2 million,
308.7 million and
321.5 million as of
August 1, 2024, 2023,
2022 and 2021,
respectively.
HPAI
is currently widespread in the wild
bird population worldwide. Further,
according to the U.S. Centers for Disease Control
and
Prevention
(“CDC”),
as
of
September
18,
2025,
there
were
outbreaks
in
1,080
herds
of
dairy
cows
in
18
states,
and
70
human cases
in the
U.S., almost
entirely among
poultry and
dairy workers.
In 2024,
one of
the human
cases resulted
in severe
illness
after
the
patient
was
exposed
to
sick
and
dead
birds
in
backyard
flocks.
The
patient,
who
was
reported
to
have
underlying health
conditions, died
in January
2025. There
have been
no reported
cases of
person-to-person
spread. According
to
the
CDC,
the
human
health
risk
to
the
U.S.
public
from
the
HPAI
virus
is
considered
to
be
low.
We
remain
dedicated
to
robust
biosecurity
programs
across
our
locations
and
have
invested
more
than
$80
million
in
biosecurity
technology,
equipment,
supplies,
procedures,
and
training
across
our
locations since
the
last major
HPAI
outbreak
in 2015.
However,
no
farm is
immune from
HPAI.
For example,
during the
third and
fourth quarters
of fiscal
2024, we
experienced HPAI
outbreaks
within
our
facilities
located
in
Kansas
and
Texas,
which
are
now
fully
operational.
The
extent
of
possible
future
outbreaks
among U.S. commercial
egg layer flocks,
with heightened risk during
migration seasons, cannot
be predicted. According
to the
USDA, HPAI
cannot be transmitted
through safely handled
and properly cooked
eggs. There is
no known risk
related to HPAI
associated with
eggs that
are currently
in the
market and
no eggs
have been
recalled. For
additional information,
see the
2025
Annual
Report,
Part
II
Item
7
“Management’s
Discussion
and
Analysis
of
Financial
Condition
and
Results
of
Operations
–
HPAI.”
We
have taken
proactive steps
to help
mitigate the
tight egg
supply situation
across the
country.
Our efforts
resulted in
a 10%
increase
in our
average number
of layer
hens (reflecting
re-start of
prior year
facility outages
and both
organic
and inorganic
expansion)
and
a
77%
increase
in
our
total
chicks
hatched
during
the
first
quarter
of
fiscal
2026
compared
to
the
prior-year
quarter.
Our breeder flocks increased
46% as of the
end of the first
quarter of fiscal
2026 compared to
the end of
the prior-year
quarter.
We
also continue
to invest
in expansion
projects within
our current
operations that
are expected
to add
approximately
1.1 million cage-free layer hens and 250,000 pullets by the end of calendar
2025.
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
2030.
These
states
represent
approximately
27%
of
the
U.S.
total
population
according
to
the 2020
U.S.
Census.
California,
Massachusetts,
Colorado,
Michigan,
Oregon,
Washington,
and
Nevada,
which
collectively
represent
approximately 23% of the total estimated U.S. population,
have cage-free legislation currently in effect.
A significant number of
our customers have announced
goals to either exclusively offer
cage-free eggs or significantly
increase
the
volume
of
cage-free
egg
sales
in
the
future,
subject
in
most
cases
to
availability
of
supply,
affordability
and
consumer
demand,
among
other
contingencies.
Our
customers
typically
do
not
commit
to
long-term
purchases
of
specific
quantities or
types
of
eggs
with
us,
and
as
a
result,
it
is
difficult
to
accurately
predict
customer
requirements
for
cage-free
eggs.
We
are
focused
on
adjusting
our
cage-free
production
capacity
with
a
goal
of
meeting
the
future
needs
of
our
customers
in
light
of
changing state requirements
and our
customers’ goals.
As always, we
strive to offer
a product
mix that aligns
with current
and
anticipated
customer
purchase
decisions.
We
are
engaging
with
our
customers
to
help
them
meet
their
announced
goals
and
needs. We
have invested significant capital
in recent years to acquire
and construct cage-free facilities, and
we expect our focus
for future
expansion will
continue to
include cage-free
facilities. Our
volume of
cage-free egg
sales has
continued to
increase
and
account for
a larger
share of
our product
mix. Cage-free
egg
revenue represented
approximately
27.3% of
our total
shell
egg revenue for the
first quarter of fiscal year
2026. 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
2025
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.”
ACQUISITIONS
Effective
June
2,
2025,
the
Company
acquired
Echo
Lake
Foods,
LLC
(formerly
Echo Lake
Foods,
Inc.)
and
certain
related
companies
(collectively
“Echo
Lake
Foods”).
Echo
Lake
Foods
is
based
in
Burlington,
Wisconsin
and
produces,
packages,
markets and
distributes prepared
foods, including
waffles, pancakes,
scrambled eggs,
frozen cooked
omelets, egg
patties, toast
and
diced
eggs.
The
acquisition
contributed
$70.5
million
to
prepared
foods
revenue
and
increased
cost
of
sales
by
$51.7
20
million
for
the
first
quarter
of
fiscal
2026.
Integration
efforts
are
ongoing,
with
synergies
expected
to
be
realized
from
egg
purchasing and other operational
efficiencies. The acquisition
has expanded our prepared foods
product line and customer base.
See further
discussion
in
Quarterly Report.
During the
third quarter
of fiscal
2025, we
acquired certain
assets of
Deal-Rite Foods,
Inc. and
certain of
its affiliates
(“Deal-
Rite”). The assets acquired
included two feed mills,
storage facilities, usable grain,
vehicles, related equipment
and a retail feed
sales business
located in
North Carolina.
The acquired
assets will
produce and
deliver feed
to our
nearby shell
egg production
operations.
During
the
second
quarter
of
fiscal
2025,
we
completed
a
strategic
investment
with
Crepini
LLC,
establishing
a
new
egg
products and
prepared foods
venture. Crepini
LLC, founded
in 2007, grew
its brand
throughout the
U.S. and
Mexico featuring
egg
wraps,
protein
pancakes,
crepes,
and
wrap-ups,
which
are
sold
online
and
in
over
3,500
retail
stores.
The
new
entity,
located
in
Hopewell
Junction,
New
York,
operates
as
Crepini
Foods
LLC
(“Crepini”).
We
capitalized
Crepini
with
approximately
$6.75 million
in cash
to purchase
additional equipment
and other
assets and
fund working
capital in
exchange
for a 51% interest in the new venture. Crepini LLC contributed
its existing assets and business in exchange for a 49% interest
in
the new venture.
In
fiscal
2022,
we
announced
a
strategic
investment
in
a
new
entity,
MeadowCreek
Food,
LLC
(“MeadowCreek”),
which
became a majority-owned subsidiary of the Company.
During the fourth quarter of fiscal 2023, MeadowCreek
began operations
with
a
focus
on
being
a
leading
provider
of
hard-cooked
eggs.
During
the
second
quarter
of
fiscal
2025,
we
acquired
the
remaining ownership interests in MeadowCreek and it became a wholly-owned
subsidiary of the Company.
During the
first quarter
of fiscal
2025,
we acquired
substantially all
the commercial
shell egg
production,
processing and
egg
products
breaking
assets
of
ISE
America,
Inc.
and
certain
of
its
affiliates
(“ISE”).
The
assets
acquired
included
commercial
shell
egg
production
and
processing
facilities
with
a
capacity
at
the
time
of
acquisition
of
approximately
4.7
million
laying
hens, including
1.0 million cage-free,
and 1.2 million
pullets, feed mills,
approximately 4,000
acres of land,
inventories and an
egg products breaking facility.
The acquired assets also include an extensive customer
distribution network across the Northeast
and Mid-Atlantic
states, and
production operations
in Maryland,
New Jersey,
Delaware and
South Carolina.
These production
assets
are
our
first
in
Maryland,
New
Jersey
and
Delaware.
We
believe
this
acquisition
provides
us
with
an
opportunity
to
significantly enhance our market reach in the Northeast and Mid-Atlantic states.
EXECUTIVE OVERVIEW
For
the
first
quarter
of
fiscal
2026,
we
recorded
a
gross
profit
of
$311.3
million,
compared
to
$247.2
million
for
the
same
period
of fiscal
2025,
primarily driven
by an
increase
in the
net average
selling price
of shell
eggs,
particularly
conventional
eggs, and
higher specialty
egg volumes, as
well as lower
feed ingredient
prices and
the acquisition of
Echo Lake Foods
during
fiscal 2026.
Our
net
average
selling
price
per
dozen
for
the
first
quarter
of
fiscal
2026
was
$2.486
compared
to
$2.392
in
the
prior-year
period.
Average
conventional
egg
prices
per
dozen
were
$2.539
compared
to
$2.424
for
the
prior-year
period,
and
average
specialty egg
prices per
dozen were $2.396
compared to
$2.335 for the
prior-year period.
Although lower
than recent quarters,
egg prices in the first quarter of fiscal 2026
were higher compared to the prior-year period primarily due to
the decreased supply
as
the
industry
continues
to
recover
from
the
HPAI
outbreaks
in
late
calendar
year
2024
and
early
2025.
According
to
the
USDA, the
monthly average
size of
the layer
hen flock
from June
2025
through August
2025
(which most
closely aligns
with
our
first
fiscal
quarter)
was
approximately
291.4
million
hens,
representing
a
decrease
of
12.1
million
layers,
or
4.0%,
compared
to the
same period
in the
prior year.
The daily
average price
for the
Urner Barry
southeast large
index for
the first
quarter
of
fiscal
2026
increased
0.6%
and
the
USDA
daily
average
price
for
large
shell
eggs
increased
0.1%
from
the
comparable period in the prior
year. For
more information about historical
shell egg prices, see Part I,
Item 1. “Business – Price
for Shell Eggs” of our 2025 Annual Report.
Our dozens
sold for
the first
quarter
of fiscal
2026
increased 2.5%
compared
to the
first quarter
of fiscal
2025.
Demand was
consistent during
the first
fiscal quarter
of 2025
and 2026,
which is
typically a
period of
lower seasonal
demand. In
addition,
the first quarter of fiscal
2026 benefited from our
facilities in Kansas and Texas
being fully operational during
the quarter and a
full quarter of production capacity from the acquisition of the commercial
shell egg production and processing business of ISE.
Our
farm
production
costs per
dozen
produced
for
the
first
quarter
of
fiscal
2026
increased
1.7%,
or
$0.02
compared
to
the
prior
year period,
primarily
due to
higher other
farm production
costs. Other
farm
production
costs increased
8.8%
primarily
due to high
facility costs compared
to the comparable
period in the
prior year.
Feed costs per
dozen produced
decreased 4.3%,
or $0.02
in the
first quarter
of fiscal
2026,
compared to
the first
quarter of
fiscal 2025,
primarily due
to lower
feed ingredient
21
prices. For
information about historical
corn and soybean
meal prices, see
Part I, Item
1. “Business –
Feed Costs for
Shell Egg
Production”
of
our
2025
Annual
Report.
Our
prepared
foods
cost
of
sales
increased
$55.1
million
quarter-over-quarter,
primarily due to the acquisition of Echo Lake Foods.
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
August 30, 2025
August 31, 2024
Net sales
100.0
%
100.0
%
Cost of sales
66.3
%
68.5
%
Gross profit
33.7
%
31.5
%
Selling, general and administrative
7.5
%
7.9
%
(Gain) loss on involuntary conversions
(0.8)
%
—
%
(Gain) loss on disposal of fixed assets
—
%
(0.2)
%
Operating income
27.0
%
23.8
%
Total other income, net
1.5
%
1.4
%
Income before income taxes
28.5
%
25.2
%
Income tax expense
7.0
%
6.2
%
Net income
21.5
%
19.0
%
Less: Loss attributable to noncontrolling interest
—
%
—
%
Net income attributable to Cal-Maine Foods, Inc.
21.5
%
19.0
%
NET SALES
Total
net sales for the
first quarter of fiscal
2026 were $922.6
million, compared to
$785.9 million for
the same period of
fiscal
2025.
Shell egg
sales represented
85.6% and
94.4% of
total net
sales for
the first
quarters
of fiscal
2026 and
2025, respectively.
The
Company’s
shell
egg
offerings,
for
both
branded
and
private-label
products,
include
specialty
and
conventional
shell
eggs.
Specialty
shell
eggs
include
cage-free,
organic,
brown,
free-range,
pasture-raised
and
nutritionally
enhanced
shell
eggs.
Conventional shell
eggs sales represent
all other shell
egg sales not
sold as specialty
shell eggs.
The Company’s
prepared food
offerings
include
items
such
as
pre-cooked
egg
patties,
omelets,
folded
and
scrambled
egg
formats,
hard-cooked
eggs,
pancakes, waffles, and specialty wraps. Egg product
offerings include liquid and frozen egg products. Other
sales represent feed
sales, miscellaneous byproducts and resale products.
The table below presents net sales in key categories (in thousands, except percentage
data):
Thirteen Weeks
Ended
August 30, 2025
August 31, 2024
% Change
Shell Eggs
$
789,397
$
741,513
6.5
%
Prepared foods
83,936
8,938
839.1
Egg products
37,107
26,237
41.4
Other
12,162
9,183
32.4
Total net sales
$
922,602
$
785,871
17.4
%
22
The table below presents an analysis of our shell egg sales (in thousands,
except percentage data):
Thirteen Weeks
Ended
August 30, 2025
August 31, 2024
Shell egg sales
Conventional
$
505,941
64.1
%
$
484,736
65.4
%
Specialty
283,456
35.9
256,777
34.6
%
Total shell egg sales
$
789,397
100.0
%
$
741,513
100.0
%
Dozens sold
Conventional
199,293
62.8
%
199,989
64.5
%
Specialty
118,294
37.2
109,990
35.5
Total dozens sold
317,587
100.0
%
309,979
100.0
%
Net average selling price per dozen
Conventional
$
2.539
$
2.424
Specialty
$
2.396
$
2.335
All shell eggs
$
2.486
$
2.392
Shell egg sales
First Quarter – Fiscal 2026
vs. Fiscal 2025
-
In
the
first
quarter
of
fiscal
2026,
conventional
egg
sales
increased
$21.2
million,
or
4.4%,
compared
to
the
first
quarter of
fiscal 2025,
primarily due
to a
4.7% increase
in the
prices for
conventional eggs,
which resulted
in a
$22.9
million increase in net sales.
-
Specialty egg sales increased $26.7 million, or
10.4%, in the first quarter of fiscal 2026
compared to the first quarter of
fiscal 2025, primarily
due to a 7.5%
increase in the volume
of specialty dozens
sold, which resulted
in a $19.4 million
increase in
net sales
and a
2.6% increase
in prices
for specialty
eggs, which
resulted in
a $7.2
million increase
in net
sales.
-
Specialty egg
sales benefited
in the
first quarter
of fiscal
2026 from
increased specialty
egg production
due primarily
to
our
facilities
in
Kansas
and
Texas
being
fully
operational
during
the
quarter
as
well
as
organic
and
inorganic
growth.
-
See “Executive
Overview” above for
additional discussion of
factors impacting shell
egg sales for
the first quarters
of
fiscal 2026 and 2025.
During
first quarter
fiscal 2026,
a higher
proportion of
our conventional
eggs were
sold on
a hybrid
pricing model
that takes
into account both our
cost of production as
well as wholesale market
prices, instead of
solely market-based pricing,
in response
to
customer
demand.
We
believe
the
hybrid
pricing
arrangement
may
help
some
customers
better
plan
and
manage
their
businesses and
reinforces our
role as
a trusted
supplier.
Although hybrid
pricing may
reduce our
profitability when
egg prices
are
high,
compared
to
pure
market-based
pricing,
it
could
enhance
our
profitability
when
egg
prices
are
low,
and
lead
to
reduced volatility in our financial
results. A majority of our conventional
eggs continue to be priced and
sold under frameworks
that generally utilize market-based formulas tied to independently quoted
regional wholesale market quotes.
Prepared foods sales
First Quarter – Fiscal 2026
vs. Fiscal 2025
-
The
acquisition
of Echo
Lake
Foods
positively
impacted
our
net sales
with
an
increase of
$70.5
million
in revenue,
compared to the first quarter of fiscal 2025.
23
Egg products sales
First Quarter – Fiscal 2026 vs. Fiscal 2025
-
Egg products sales increased $10.9
million or 41.4%, in the first
quarter of fiscal 2026, compared
to the first quarter of
fiscal
2025,
primarily
due
to
a
37.8%
increase
in
the
net
average
selling
price
per
pound
sold,
resulting
in
a
$10.2
million increase in net sales.
COST OF SALES
Cost of
sales consists
of
costs directly
related
to producing,
processing
and
packing
shell eggs,
purchases
of
shell
eggs from
outside
sources,
processing and
packing of
prepared foods
and
egg products
,
and other
non-egg
costs. Farm
production
costs
are
those costs
incurred
at
our egg
production
facilities,
including
feed,
facility (including
labor), hen
amortization
and other
related farm production costs.
The following table presents our cost of sales (in thousands):
Thirteen Weeks
Ended
August 30, 2025
August 31, 2024
%
Change
Cost of sales
Farm production
$
259,927
$
241,701
7.5
%
Processing, packaging, and warehouse - shell eggs
101,147
91,711
10.3
Egg purchases and other cost of sales
163,594
168,449
(2.9)
Prepared foods
65,214
10,115
544.7
Egg products
21,406
26,677
(19.8)
Total cost of sales
$
611,288
$
538,653
13.5
%
Farm production costs (per dozen produced)
Feed
$
0.473
$
0.494
(4.3)
%
Other
$
0.458
$
0.421
8.8
%
Total farm production
cost
$
0.931
$
0.915
1.7
%
Dozens produced
282,374
266,839
5.8
%
Percent produced to sold
88.9%
86.1%
3.3
%
First Quarter – Fiscal 2026
vs. Fiscal 2025
-
Feed costs decreased 4.3% in the
first quarter of fiscal 2026, compared
to the first quarter of fiscal 2025.
This decrease
was primarily
due
to
lower prices
for
soybean
meal,
one
of our
primary
feed
ingredients.
The
decrease
in
feed
cost
resulted in
a decrease
in cost
of sales
of $5.9
million for
the first
quarter of
fiscal 2026
compared to
the prior
period
quarter.
-
For the
first quarter
of fiscal
2026, the
average Chicago
Board of
Trade
(“CBOT”) daily
market price
was $4.23
per
bushel
for
corn
and
$281.75
per
ton
for
soybean
meal,
representing
an
increase
of
4.9%
and
a
decrease
of
17.1%,
respectively, as compared
to the average CBOT daily market prices for the first quarter of fiscal 2025.
-
Other
farm
production
costs
increased
primarily
due
to
higher
facility
costs.
In
particular,
facility
costs
for
labor
increased 10.8% and we had increased spending for repairs and maintenance.
-
Prepared
foods
costs
increased
primarily
due
to
the
acquisition
of
Echo
Lake
Foods
which
increased
cost
of
sales
$51.7 million compared to the first quarter of fiscal 2025.
Current indications
for corn
and soybean
project a
favorable stocks-to-use
ratio for
us near
the levels
prevailing today
for the
remainder of
fiscal 2026; however,
as long as
outside factors remain
uncertain (including
trade and
tariff negotiations,
weather
patterns and global supply chain disruptions), volatility could remain.
24
GROSS PROFIT
Gross profit
for the thirteen
weeks ended
August 30, 2025
was $311.3
million compared
to $247.2 million
for the same
period
of 2025.
The increase
was primarily
due to
higher net
average selling
prices for
shell eggs,
particularly for
conventional eggs,
and higher specialty volumes,
as well as lower feed ingredient prices and contributions from Echo Lake Foods.
SELLING, GENERAL, AND ADMINISTRATIVE
EXPENSES
Selling,
general,
and
administrative
(“SGA”)
expenses
include
costs
of
delivery,
marketing,
and
other
general
and
administrative expenses.
Delivery expense includes
contract trucking
expense and
all costs to
maintain and operate
our fleet of
trucks to
deliver products
to customers
including the
related payroll
expenses. Marketing
expense includes
franchise fees
that
are
submitted
to
Eggland’s
Best,
Inc.
(“EB”)
to
support
the
EB
brand,
brokerage
and
commission
fees,
and
other
general
marketing
expenses
such
as payroll
expenses
for
our
in-house
sales team.
Other
general
and
administrative
expenses
include
corporate payroll
related expenses
and other
general corporate
overhead costs.
The following
table presents
an analysis
of our
SGA expenses (in thousands):
Thirteen Weeks
Ended
August 30, 2025
August 31, 2024
$ Change
% Change
Delivery expense
$
26,043
$
21,064
$
4,979
23.6
%
Marketing expense
14,462
14,352
110
0.8
%
Other general and administrative expenses
29,009
26,516
2,493
9.4
%
Total
$
69,514
$
61,932
$
7,582
12.2
%
First Quarter – Fiscal 2026
vs. Fiscal 2025
-
Delivery
expense
increased
due
to
increased
sales
volumes
from
the
acquisition
of
Echo
Lake
Foods
as
well
as
increased
sales volumes of specialty shell eggs.
-
In the first quarter of
fiscal 2026, other general and
administrative expenses increased 9.4% compared
to the prior year
period primarily due to the acquisition of Echo Lake Foods.
GAIN ON INVOLUNTARY
CONVERSION
In the first quarter of fiscal
2026, we recorded a gain
of $7.5 million due to business
interruption insurance recoveries
related to
a weather-related event that occurred in fiscal 2021.
OPERATING
INCOME
For the
first quarter
of fiscal
2026,
we recorded
operating income
of $249.2
million, compared
to operating
income of
$187.0
million for the same period of fiscal 2025.
OTHER INCOME (EXPENSE)
Total
other
income
(expense)
consists
of
items
not
directly
charged
or
related
to
operations,
such
as
interest
income
and
expense, equity
in income or
loss of unconsolidated
entities, and patronage
dividends,
among other items.
Patronage dividends
are paid to us from our membership in the EB cooperative.
For the first
quarter of fiscal
2026, we earned
$13.0 million of
interest income compared
to $9.9 million
for the same period
of
fiscal 2025,
primarily due to higher average
cash and cash equivalents and
investment securities available-for-sale balances
and
higher yields.
The Company recorded
interest expense of
$150 thousand and
$160 thousand for
the first quarters
ended August
30, 2025 and August 31, 2024, respectively.
INCOME TAXES
For the
first quarter
of fiscal
2026, our
pre-tax income
was $263.3
million, compared
to $198.0
million for
the first
quarter of
fiscal 2025. Income tax expense of $64.2 million was recorded
for first quarter 2026 with an effective tax
rate of 24.4%. For the
first quarter 2025, income tax expense was $48.4 million with an effective
tax rate of 24.4%.
25
Items causing
our effective
tax rate
to differ
from the
federal statutory
income tax
rate of
21% are
state income
taxes, certain
federal tax
credits and
certain items included
in income or
loss for financial
reporting purposes that
are not included
in taxable
income or
loss for income
tax purposes, including
tax exempt interest
income, certain
nondeductible expenses,
and net income
or loss attributable to noncontrolling interest.
NET INCOME ATTRIBUTABLE
TO CAL-MAINE FOODS, INC.
Net income
attributable to
Cal-Maine Foods,
Inc. for
the first quarter
ended August
30, 2025
was $199.3
million, or
$4.13 per
basic and $4.12
per diluted common
share, compared to
net income attributable
to Cal-Maine Foods,
Inc. of $150.0
million, or
$3.08 per basic and $3.06 per diluted common share, for the same period of
fiscal 2025.
LIQUIDITY AND CAPITAL
RESOURCES
Working
Capital and Current Ratio
Our working capital
was $1.6 billion
at August 30, 2025
compared to $1.7 billion
at May 31, 2025.
The calculation of working
capital is defined
as current assets
less current
liabilities. Our current
ratio was 6.8
at August 30,
2025 compared
to 6.4 at
May
31, 2025.
The increase
in our
current ratio
is primarily
due to
a decrease
in dividends
payables. The
current ratio
is calculated
by dividing current assets by current liabilities.
Cash Flows from Operating Activities
For
the thirteen
weeks
ended August
30, 2025,
$278.6
million
in net
cash
was provided
by operating
activities,
compared
to
$117.5
million
provided
by
operating
activities
for
the
comparable
period
in
fiscal
2025.
The
increase
in
cash
flow
from
operating
activities
resulted
primarily
from
increased
revenue
from
shell
egg
sales,
compared
to
the
prior-year
period,
and
increased revenue from the acquisition of Echo Lake Foods.
Cash Flows from Investing Activities
For the thirteen
weeks ended August
30, 2025,
$409.7 million
was used in
investing activities, primarily
due to the
acquisition
of Echo Lake Foods and purchases of investments,
compared
to $135.9 million used in investing activities in the same period
of
fiscal 2025.
Purchases of investment
securities were $270.3
million during the
thirteen weeks ended
August 30, 2025
and sales
and
maturities
of
investment
securities
were
$181.1
million
during
the
period.
Sales
and
maturities
of
investment
securities
were $202.2
million
in the
prior
year
period
while purchases
of investment
securities
were
$209.7
million
during
the period.
Cash
paid
for
business
acquisitions,
net
of
cash
acquired,
was
$275.3
million
in
the
thirteen
weeks
ended
August
30,
2025
related
to
the
Echo
Lake
Foods
acquisition,
and
$111.5
million
in
the
prior-year
period,
related
to
the
ISE
acquisition.
Purchases of
property,
plant and
equipment were
$45.3 million
and $35.8
million in
the first
quarter of
fiscal 2026
and 2025,
respectively, primarily
reflecting progress on our construction projects.
Cash Flows from Financing Activities
We
paid
dividends
of
$114.2
million
for
the
thirteen
weeks
ended
August
30,
2025,
compared
to
$37.8
million
in
the
same
prior-year period.
Net Change in Cash and Cash Equivalents
As of
August
30,
2025,
cash
and
cash
equivalents
decreased
$245.3
million
since
May
31,
2025,
compared
to
a
decrease
of
$56.2
million during
the same
period of
fiscal 2025.
The decrease
is primarily
due to
the cash
paid for
the Echo
Lake Foods
acquisition and higher dividends paid during the first quarter of fiscal 2026.
Credit Facility
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
August 30, 2025,
no
amounts
were
borrowed
under
the
Credit
Facility
and
we
had
$4.7
million
in
outstanding
standby
letters
of
credit
issued
under our Credit Facility for the benefit of certain insurance companies.
26
Share Repurchase Program
In February
2025, the Company’s
Board of
Directors (“Board”)
approved a $500
million share
repurchase program.
The share
repurchase program
authorizes the
Company,
in management’s
discretion, to
repurchase Common
Stock from
time to
time for
an
aggregate
purchase
price
up
to
$500
million
(exclusive
of
any
fees,
taxes,
commissions
or
other
expenses
related
to
such
repurchases), subject
to market
conditions and
other factors.
The actual
timing, number
and value
of shares
repurchased under
the
program
will
be
determined
by
management
in
its
discretion
and
will
depend
on
a
number
of
factors,
including,
but
not
limited to,
the market
price
of the
Common Stock
and general
market
and economic
conditions.
No shares
were repurchased
under the
repurchase
program during
the first
quarter of
fiscal 2026.
As of
the end
of the
first quarter
of fiscal
2026, we
had
remaining authorization to purchase up to $450 million under the repurchase
program.
The Company expects to strategically
and opportunistically repurchase shares
from time to time through solicited
or unsolicited
transactions in
the open
market, in
privately negotiated
transactions or
by other
means in accordance
with securities
laws. The
Company expects that share
repurchases under the program
will be funded from
one or a combination of
existing cash balances
and future
free cash
flow.
The share
repurchase program
does not
obligate the
Company to
repurchase any
specific amount
of
shares, does not have an expiration date, and may be suspended, modified or
discontinued at any time without prior notice.
Dividends
In
accordance
with
our
variable
dividend
policy,
we
will
pay
a
cash
dividend
totaling
approximately
$66.5
million,
or
approximately $1.370
per share,
to holders
of our
Common Stock
with respect
to our
first quarter
of fiscal
2026. The
amount
paid per
share will
vary based
on the
number of
outstanding shares
on the
record date.
The dividend
is payable
on November
13, 2025 to holders of record on October 29, 2025.
Material Cash Requirements
Material cash
requirements for
operating activities
primarily consist
of feed
ingredients, processing,
packaging and
warehouse
costs, employee related
costs, and other
general operating expenses,
which we expect
to be paid
from our cash
from operations
and cash and
investment securities on
hand for at
least the next
12 months. While
volatile egg prices
and feed ingredient
costs,
among
other
things,
make
long-term
predictions
difficult,
we
have
substantial
liquid
assets
and
availability
under
our
Credit
Facility to fund future operating requirements.
Our material
cash requirements
for capital
expenditures consist
primarily of
our construction
projects to increase
our cage-free
production capacity.
We continue to monitor
the increasing demand for cage-free eggs and 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 August 30, 2025 (in thousands):
Project(s) Type
Projected
Completion
Projected Cost
Spent as of August
30, 2025
Remaining
Projected Cost
Feed Mills
Fiscal 2026
$
9,800
$
7,386
$
2,414
Prepared Foods Expansion
Fiscal 2026
14,853
-
14,853
Egg Products Expansion
Fiscal 2026
19,582
15,891
3,691
Cage-Free Layer & Pullet Houses
Fiscal 2026
213,107
186,976
26,131
$
257,342
$
210,253
$
47,089
We
believe our
current cash
balances, investments,
projected cash
flows from
operations, and
available borrowings
under our
Credit Facility
will be
sufficient
to fund
our cash
needs for
at least
the next
12 months
and
to fund
our
capital commitments
currently in place thereafter.
Future acquisitions of businesses may require additional financing.
IMPACT OF
RECENTLY
ISSUED ACCOUNTING STANDARDS
For information on changes in accounting
principles and new accounting principles
,
see “
New Accounting Pronouncements
and
Policies”
in
Statements included in this Quarterly Report.
27
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
2025 Annual Report.
ITEM 3. QUANTITATIVE
AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK
There have been no material changes in our exposure to market risk during the
thirteen weeks ended August 30, 2025 from the
information provided in Part II Item 7A, Quantitative and Qualitative Disclosures About
Market Risk in our 2025 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
SEC’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 August 30, 2025 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
August
30, 2025
that has materially affected, or is reasonably likely to materially affect,
our internal control over financial reporting.
28
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
2025
Annual
Report,
Part
I
Item
3
Legal
Proceedings,
and
Part
II
Item 8,
Notes
to
Consolidated
Financial
Statements
and
Supplementary
Data,
Note
16
-
Commitments
and
Contingencies,
and
(ii)
in
this
Quarterly
Report
in
reference.
ITEM 1A.
RISK
FACTORS
There have been no material changes in the risk factors previously disclosed in
the 2025 Annual Report.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS
The following table is a summary of our first quarter 2026 share repurchases:
Issuer Purchases of Equity Securities
Total
Number of
Maximum Approximate
Shares Purchased
Dollar Value
of
Total
Number
Average
as Part of Publicly
Shares that May Yet
of Shares
Price Paid
Announced Plans
Be Purchased Under
Period
Purchased (a)
per Share
Or Programs
the Plans or Programs (b)
06/01/25 to 06/28/25
194
$
98.13
—
$
—
06/29/25 to 07/26/25
—
—
—
—
07/27/25 to 08/30/25
—
—
—
450,000,034
194
$
98.13
—
$
450,000,034
(a)
As permitted
under our
Amended and
Restated 2012
Omnibus Long-Term
Incentive Plan,
194 shares
were withheld
by us
to satisfy
tax withholding
obligations for employees in connection with the vesting of restricted
common stock.
(b)
In
February
2025,
the
Company
announced
a
$500
million
share
repurchase
program.
The
share
repurchase
program
authorizes
the
Company,
in
management’s discretion, to
repurchase shares of Common Stock from
time to time for
an aggregate purchase price up
to $500 million (exclusive of
any fees,
taxes, commissions
or other
expenses related
to
such repurchases),
subject to
market conditions
and
other
factors. The
share
repurchase program
does not
obligate the Company
to repurchase any
specific amount of
shares, does not
have an expiration
date, and may
be suspended, modified
or discontinued at
any
time without prior notice.
ITEM 5.
OTHER INFORMATION
During
the first
quarter of
fiscal 2026,
no director
or officer
of the
Company
arrangement or
29
ITEM 6. EXHIBITS
Exhibits
No.
Description
2.1
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:
October 1, 2025
/s/ Max P.
Bowman
Max P.
Bowman
Vice President, Chief Financial
Officer
(Principal Financial Officer)
Date:
October 1, 2025
/s/ Matthew S. Glover
Matthew S. Glover
Vice President – Accounting
(Principal Accounting Officer)
TABLE OF CONTENTS
Part I. FinancialItem 1. Financial StatementsNote 1 - Summary Of Significant Accounting PoliciesNote 2 - AcquisitionNote 3 - InvestmentNote 4 - Fair Value MeasurementsNote 5 - Inventories Inventories Consisted Of The Following As Of August 30, 2025 and May 31, 2025 (in Thousands):Note 5 - InventoriesNote 6 - EquityNote 7 - Net Income Per Common ShareNote 8 - Stock Based CompensationNote 9 Segment ReportingNote 10 - Commitments and ContingenciesItem 2. Management SItem 1A Risk Factors Of Our 2025 Annual Report, As Well As Those Included in Other Reports We File From Time To Time with TheItem 3. Quantitative and Qualitative Disclosures About Market RiskItem 4. ControlsPart II. Other InformationItem 1. Legal ProceedingsItem 1A. RiskItem 2. Unregistered Sales Of Equity Securities and Use Of ProceedsItem 5. Other InformationItem 6. Exhibits