0000016160-18-000071.txt : 20180723 0000016160-18-000071.hdr.sgml : 20180723 20180723072747 ACCESSION NUMBER: 0000016160-18-000071 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 98 CONFORMED PERIOD OF REPORT: 20180602 FILED AS OF DATE: 20180723 DATE AS OF CHANGE: 20180723 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CAL-MAINE FOODS INC CENTRAL INDEX KEY: 0000016160 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE PRODUCTION - LIVESTOCK & ANIMAL SPECIALTIES [0200] IRS NUMBER: 640500378 STATE OF INCORPORATION: DE FISCAL YEAR END: 0601 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-04892 FILM NUMBER: 18963600 BUSINESS ADDRESS: STREET 1: 3320 WOODROW WILSON DRIVE CITY: JACKSON STATE: MS ZIP: 39209 BUSINESS PHONE: 6019486813 MAIL ADDRESS: STREET 1: 3320 WOODROW WILSON DR CITY: JACKSON STATE: MS ZIP: 39209 FORMER COMPANY: FORMER CONFORMED NAME: CAL MAINE FOODS INC DATE OF NAME CHANGE: 19961018 FORMER COMPANY: FORMER CONFORMED NAME: CHICKEN CHEF SYSTEMS INC DATE OF NAME CHANGE: 19710315 10-K 1 calm-2018x06x02x10k.htm 10-K Document

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC  20549

FORM 10-K

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For The Fiscal Year Ended   JUNE 2, 2018

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number:  000-04892

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.)

3320 W Woodrow Wilson Ave, Jackson, Mississippi  39209-3409
(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:
 
Name of exchange on which registered:
Common Stock,  $0.01 par value per share
 
The NASDAQ Global Select Market
 
Securities registered pursuant to Section 12 (g) of the Act:  NONE

Indicate by check mark if the registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act. Yes x No ¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x

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 x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes x No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

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 x
Accelerated filer ¨
Non-accelerated filer ¨
(Do not check if a smaller reporting company)
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 Act). Yes ¨ No x

The aggregate market value, as reported by The NASDAQ Global Select Market, of the registrant’s Common Stock, $0.01 par value, held by non-affiliates at December 2, 2017, which was the date of the last business day of the registrant’s most recently completed second fiscal quarter, was $1,521,533,525.

As of July 20, 2018,  43,830,521 shares of the registrant’s Common Stock, $0.01 par value, and 4,800,000 shares of the registrant’s Class A Common Stock, $0.01 par value, were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE
The information called for by Part III of this Form 10-K is incorporated herein by reference from the registrant’s Definitive Proxy Statement for its 2018 annual meeting of stockholders which will be filed pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this report.

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TABLE OF CONTENTS
 
Item
 
Page
Number
 
 
 
 
 
 
 
 
 
 
 
1.
 
1A.
 
1B.
 
2.
 
3.
 
4.
 
 
 
 
 
 
 
 
 
 
 
 
5.
 
6.
 
7.
 
7A.
 
8.
 
9.
 
9A.
 
9B.
 
 
 
 
 
 
 
 
 
 
 
10.
 
11.
 
12.
 
13.
 
14.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
15.
 
 
 
 
 
 


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PART I.

FORWARD-LOOKING STATEMENTS

This report contains numerous forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”) relating to our shell egg business, including estimated production data, expected operating schedules, expected capital costs and other 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 production, operating schedules, results of operations and other projections and estimates 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 our company and our industry.  These statements are not guarantees of future performance and involve risks, uncertainties, assumptions and other factors that are difficult to predict and might be beyond our control.  The factors that could cause actual results to differ materially from those projected in the forward-looking statements include, among others, (i) the risk factors set forth in Item 1A and elsewhere in this report as well as those included in other reports we file from time to time with the Securities and Exchange Commission (the “SEC”) (including our Quarterly Reports on Form 10-Q and Current Reports on Form 8-K), (ii) the risks and hazards inherent in the shell egg business (including disease, such as avian influenza, pests, weather conditions and potential for recall), (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 (vi) adverse results in pending litigation matters.  Readers are cautioned not to place undue reliance on forward-looking statements because, while we believe the assumptions on which the forward-looking statements are based are reasonable, there can be no assurance these forward-looking statements will prove to be accurate.  Further, the forward‑looking statements included herein are only made as of the respective dates thereof, or if no date is stated, as of the date hereof.  Except as otherwise required by law, we disclaim any intent or obligation to publicly update these forward-looking statements, whether as a result of new information, future events or otherwise.

ITEM 1. BUSINESS

Our Business

Cal-Maine Foods, Inc. (“we,” “us,” “our,” or the “Company”) is the largest producer and marketer of shell eggs in the United States. In fiscal 2018, we sold approximately 1,037.7 million dozen shell eggs, which we believe represented approximately 20% of domestic shell egg consumption. Our total flock of approximately 36.3 million layers and 9.6 million pullets and breeders is the largest in the U.S.  Layers are mature female chickens, pullets are female chickens usually under 18 weeks of age, and breeders are male and female chickens used to produce fertile eggs to be hatched for egg production flocks.

The Company has one operating segment, which is the production, grading, packaging, marketing and distribution of shell eggs.  The majority of our customers rely on us to provide most of their shell egg needs, including specialty and non-specialty eggs. Specialty eggs represent a broad range of products.  We classify nutritionally enhanced, cage free, organic and brown eggs as specialty products for accounting and reporting purposes. We classify all other shell eggs as non-specialty products.  While we report separate sales information for these egg types, there are many cost factors which are not specifically available for non-specialty or specialty eggs due to the nature of egg production. We manage our operations and allocate resources to these types of eggs on a consolidated basis based on the demands of our customers.


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We sell most of our shell eggs in the southwestern, southeastern, mid-western and mid-Atlantic regions of the U.S. through our extensive distribution network to a diverse group of customers, including national and regional grocery store chains, club stores, foodservice distributors and egg product consumers. Some of our sales are completed through co-pack agreements – a common practice in the industry whereby production and processing of certain products is outsourced to another producer.  The strength of our position is evidenced by having the largest market share in the grocery segment for shell eggs.   We sell shell eggs to a majority of large U.S. food retailers.

We are one of the largest producers and marketers of value-added specialty shell eggs in the U.S. They have been a significant and growing segment of the market in recent years.  A significant number of our food service customers, large restaurant chains, and major retailers, including our largest customers, have committed to exclusive offerings of cage-free eggs by specified future dates. We are working with our customers to ensure a  smooth transition in meeting their goals. Our focus for future expansion at our farms will be environments that are cage-free or with equipment that can easily be converted to cage-free, based on a timeline to meet our customer’s needs.

In fiscal 2018, specialty shell eggs and co-pack specialty shell eggs represented 32.0% and 1.8% of our shell egg sales dollars, respectively, and accounted for approximately 23.5% and 1.3%, respectively, of our total shell egg volumes. In fiscal 2017, specialty shell eggs and co-pack specialty shell eggs represented 43.6% and 3.1% of our shell egg sales dollars, respectively, and accounted for approximately 22.9% and 1.6%, respectively, of our total shell egg volumes.  Prices for specialty eggs are less volatile than non-specialty shell egg prices and are generally higher due to consumer willingness to pay for the perceived increased benefits from those products. We market our specialty shell eggs under the following brands: Egg-Land’s Best®,  Land O’ Lakes®, Farmhouse®, and 4-Grain®.   We are a member of the Egg-Land’s Best, Inc. (“EB”) cooperative and produce, market and distribute Egg-Land’s Best® and Land O’ Lakes®  branded eggs, along with our associated joint ventures, under exclusive license agreements for a number of states in the southeast, south central, and southwest U.S. as well as the New York City area.  We market cage-free eggs under our trademarked Farmhouse® brand and distribute them across the southeast and southwest regions of the U.S.  We market organic, cage-free, vegetarian, and omega-3 eggs under our 4-Grain® brand. We also produce, market, and distribute private label specialty shell eggs to several customers.

We are a leader in industry consolidation. Since 1989, we have completed 20 acquisitions ranging in size from 350,000 layers to 7.5 million layers.  Despite a market characterized by increasing consolidation, the shell egg production industry remains highly fragmented. At December 31, 2017, 55 producers, owning at least one million layers, owned approximately 98% of total industry layers. The ten largest producers owned approximately 53% of total industry layers. We believe industry consolidation will continue and we plan to capitalize on opportunities as they arise.

Industry Background 
                                      
Based on historical consumption trends, we believe general demand for shell eggs increases in line with overall population growth, averaging about 1% per year. In 2013 and 2014, consumption of eggs grew approximately 2% per year.  In 2015, egg consumption decreased approximately 4% over the prior year primarily due to a shortage of eggs resulting from an outbreak of avian influenza ("AI") in the spring of that year.  In 2016, consumption rebounded increasing 7% over 2015 and 3% over the pre-shortage level of 2014. According to U.S. Department of Agriculture (“USDA”), annual per capita U.S. consumption since 2000 varied between 249 and 276 eggs. In calendar year 2017, per capita U.S. consumption was estimated to be 276 eggs, or approximately five eggs per person per week. Per capita consumption is determined by dividing the total supply of eggs by the entire population in the U.S. (i.e. all eggs supplied domestically by the egg industry are consumed).  

Slightly over 30% of eggs produced in the U.S. are sold as egg products (shell eggs broken and sold in liquid, frozen, or dried form) to institutions (e.g. companies producing baked goods) with most of the balance sold to food service and retail consumers (e.g. through grocery and convenience stores) and a relatively small amount exported. Our sales are predominately to retail consumers; in fiscal 2018 and 2017, approximately 3% and 2% of our net sales was egg products, respectively.


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Prices for Shell Eggs

Shell egg prices are a critical component of profitability for the Company and the industry as a whole. While there are many pricing mechanisms, we believe the majority of shell eggs sold in the U.S. in the retail and foodservice channels are sold at prices related to the Urner Barry wholesale quotation for shell eggs. We sell the majority of our non-specialty shell eggs at prices related to Urner Barry Spot Egg Market Quotations or formulas related to our costs of production which include the cost of corn and soybean meal.  For fiscal 2018, wholesale large shell egg prices in the southeast region, as quoted by Urner Barry, averaged $1.49 compared with $0.85 for fiscal 2017 and $1.79 for fiscal 2016, evidencing their volatility. For additional information regarding shell egg prices, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7 of Part II of this report.

Feed Costs for Shell Egg Production

Feed is a primary cost component in the production of shell eggs and represents over half of industry farm level production costs. Most shell egg producers, including us, are vertically integrated, manufacturing the majority of the feed they require for their operations. Although feed ingredients, primarily corn and soybean meal, are available from a number of sources, prices for ingredients can fluctuate and are affected by weather, speculators, and various supply and demand factors. Our feed cost per dozen eggs produced for fiscal 2018 was 1.3% lower than fiscal 2017. The current corn and soybean crops are ahead of schedule, and favorable growing conditions should support lower prices for feed ingredients. However, the current geopolitical risks associated with the recently imposed and additional proposed tariffs are creating more price volatility and uncertainty.

Growth Strategy and Acquisitions

For many years, we have pursued a growth strategy focused on the acquisition of existing shell egg production and processing facilities, as well as the construction of new and more efficient facilities.  Since the beginning of fiscal 1989, we have completed 20 acquisitions. In addition, we have built numerous “in-line” shell egg production and processing facilities as well as pullet growing facilities which added to our capacity.  The capacity increases have been accompanied by the retirement of older and less efficient facilities.  The “in-line” facilities provide gathering, grading and packaging of shell eggs by less labor-intensive, more efficient, mechanical means.  We continue to upgrade and modify our facilities, and invest in new facilities, to meet changing demand as many food service customers, restaurant chains, and retailers have committed to exclusive offerings of cage-free eggs over the next several years.
 
Our total flock, including pullets, layers and breeders increased from approximately 38.4 million at the end of fiscal 2013 to approximately 45.9 million as of June 2, 2018.  The dozens of shell eggs sold increased from approximately 948.5 million in fiscal 2013 to approximately 1,037.7 million for fiscal 2018.  
           
We continue to pursue opportunities to acquire companies engaged in the production and sale of shell eggs.  We will continue to evaluate and selectively pursue acquisitions that will expand our shell egg production capabilities in existing markets and broaden our geographic reach. We have extensive experience identifying, valuing, executing, and integrating acquisitions and we intend to leverage that experience in the evaluation and execution of future acquisitions. We will seek to acquire regional shell egg businesses with significant market share and long-standing customer relationships. We believe enhancing our national presence will help us further strengthen our relationships with existing customers, many of whom have operations across the U.S.

Federal antitrust laws require regulatory approval of acquisitions that exceed certain threshold levels of significance, and we are subject to federal and state laws prohibiting anti-competitive conduct.   We believe our sales of shell eggs during the last fiscal year represented approximately 20% of domestic shell egg sales, making us the largest producer and distributor of shell eggs in the U.S. However, because the shell egg production and distribution industry is so fragmented, we believe there are many acquisition opportunities available to us that would not be restricted pursuant to antitrust laws.
 

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Through exclusive license agreements with EB in several key territories and our trademarked Farmhouse® and 4Grain® brands, we are a leading producer and marketer of value-added specialty shell eggs. We also produce, market, and distribute private label specialty shell eggs to several customers. Since selling prices of specialty shell eggs are generally less volatile than non-specialty shell egg prices, we believe growing our specialty eggs business will enhance the stability of our margins.  We expect the price of specialty eggs to remain at a premium to regular shell eggs, and intend to grow our specialty shell egg business.

The construction of new, more efficient production and processing facilities is an integral part of our growth strategy.  Such construction requires compliance with applicable environmental laws and regulations, including the receipt of permits that could cause schedule delays, although we have not experienced any significant delays in the past.

Shell Eggs

Production Our operations are fully integrated. We hatch chicks, grow and maintain flocks of pullets, layers, and breeders, manufacture feed, and produce, process, package, and distribute shell eggs.  We produce approximately 84% of our total shell eggs sold, with 91% of such production coming from company-owned facilities, and the other 9% coming from contract producers.  Under a typical arrangement with a contract producer, we own the flock, furnish all feed and critical supplies, own the shell eggs produced and assume market risks. The contract producers own and operate their facilities and are paid a fee based on production with incentives for performance. We purchase approximately 16% of the total shell eggs we sell from outside producers.

The commercial production of shell eggs requires a source of baby chicks for laying flock replacement. We produce the majority of our chicks in our own hatcheries and obtain the balance from commercial sources. We own breeder and hatchery facilities capable of producing 21.2 million pullet chicks per year in a computer-controlled environment. These pullets are distributed to 43 laying operations around the southwestern, southeastern, mid-western and mid-Atlantic regions of the U.S. The facilities produce an average of 2.4 million dozen shell eggs per day. The shell eggs are processed, graded and packaged predominantly without handling by human hands. We have spent a cumulative total of $303.9 million over the past five years to expand and upgrade our facilities with the most advanced equipment and technology available in our industry. We believe our constant attention to production efficiencies and focus on automation throughout the supply chain enables us to be a low cost supplier in all the markets in which we compete.

Feed cost represents the largest element of our farm egg production cost, ranging from 57% to 66% of total farm production cost in the last five fiscal years. Although feed ingredients are available from a number of sources, we have little, if any, control over the prices of the ingredients we purchase, which are affected by weather, speculators, and various supply and demand factors.  For example, the severe drought in the summer of 2012 and resulting damage to the national corn and soybean crop resulted in high and volatile feed costs.  Increases in feed costs unaccompanied by increases in the selling price of eggs can have a material adverse effect on our operations.  High feed costs can encourage shell egg producers to reduce production, resulting in higher egg prices.  Alternatively, low feed costs can encourage industry overproduction, possibly resulting in lower egg prices. 

After the eggs are produced, they are graded and packaged.  Substantially all of our farms have modern “in-line” facilities to mechanically gather, grade and package the eggs produced.  The increased use of in-line facilities has generated significant cost savings compared to the cost of eggs produced from non-in-line facilities.  In addition to greater efficiency, the in-line facilities produce a higher percentage of USDA Grade A eggs, which sell at higher prices.  Eggs produced on farms owned by contractors are brought to our processing plants to be graded and packaged. Since shell eggs are perishable, we maintain very low egg inventories, usually consisting of approximately four days of production.

Egg production activities are subject to risks inherent in the agriculture industry, such as weather conditions and disease.  These risks are outside our control and could have a material adverse effect on our operations.  The marketability of shell eggs is subject to risks such as possible changes in food consumption preferences and practices reflecting perceived health concerns.

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We operate in a cyclical industry with total demand that is generally steady and a product that is generally price-inelastic.  Thus, small increases in production or decreases in demand can have a large adverse effect on prices and vice-versa.  However, economic conditions in the egg industry are expected to exhibit less cyclicality in the future.  The industry is concentrating into fewer but stronger hands, which should help lessen the extreme cyclicality of the past.
    
Marketing Of the 1,037.7 million dozen shell eggs sold by us in fiscal 2018, our flocks produced 873.3 million.

We sell our shell eggs to a diverse group of customers, including national and local grocery store chains, club stores, foodservice distributors, and egg product consumers. We utilize electronic ordering and invoicing systems that enable us to manage inventory for certain customers. Our top ten customers accounted for an aggregate of 69.4%, 69.5%, and 70.6% of net sales dollars for fiscal 2018, 2017, and 2016, respectively. Two customers, Wal-Mart Stores and Sam’s Club, on a combined basis, accounted for 33.2%, 28.9%, and 28.9% of net sales dollars during fiscal 2018, 2017, and 2016, respectively.

The majority of eggs sold are sold based on the daily or short-term needs of our customers.  Most sales to established accounts are on open account with payment terms ranging from seven to 30 days.  Although we have established long-term relationships with many of our customers, many of them are free to acquire shell eggs from other sources.

The shell eggs we sell are either delivered to our customers’ warehouse or retail stores, either by our own fleet or contracted refrigerated delivery trucks, or are picked up by our customers at our processing facilities.

We sell our shell eggs at prices generally related to independently quoted wholesale market prices or at formulas related to our costs of production. Wholesale prices are subject to wide fluctuations.  The prices of shell eggs reflect fluctuations in the quoted market and changes in corn and soybean meal prices, and the results of our shell egg operations are materially affected by changes in market quotations and feed costs.  Egg prices reflect a number of economic conditions, such as the supply of eggs and the demand level, which, in turn, are influenced by a number of factors we cannot control.  No representation can be made as to the future level of prices.

According to USDA reports, for the past five years, U.S. annual per capita egg consumption grew from 258 in 2013 to 276 in 2017. Looking ahead, we believe fast food restaurant consumption, high protein diet trends, industry advertising campaigns, and improved nutritional reputation of eggs related to better scientific understanding of the role of cholesterol in diets may result in increased per capita egg consumption levels; however, no assurance can be given that per capita consumption will not decline in the future.
    
We sell the majority of our shell eggs across the southwestern, southeastern, mid-western and mid-Atlantic regions of the U.S. We are a major factor in egg marketing in a majority of these states.  Many states in our market area are egg deficit regions where production of fresh shell eggs is less than total consumption.  Competition from other producers in specific market areas is generally based on price, service, and quality of product.  Strong competition exists in each of our markets.

Seasonality.  Retail sales of shell eggs are greatest 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. We generally experience lower sales and net income in our fourth and first fiscal quarters ending in May and August, respectively. During the past ten fiscal years, three of our first quarters resulted in net operating losses, and during this same period, three of our fourth quarters resulted in net operating losses.

Specialty Eggs. We produce specialty eggs such as Egg-Land’s Best®, Land O’ Lakes®, 4Grain®, and Farmhouse® branded eggs.  Specialty eggs are intended to meet the demands of consumers who are sensitive to environmental, health and/or animal welfare issues.  Specialty shell eggs are becoming a more significant segment of the shell egg market.  During recent years an increasing number of large restaurant chains, food service companies and grocery chains, including our largest customers, announced goals to transition to a cage-free egg supply chain by specified future dates.    For fiscal 2018, specialty eggs accounted for 32.0% of our shell egg dollar sales and 23.5% of our shell

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egg dozens sold, as compared to 43.6% of shell egg dollar sales and 22.9% of shell egg dozens sold in fiscal 2017.  Additionally, specialty eggs sold through our co-pack arrangements accounted for an additional 1.8% of shell egg dollar sales and 1.3% of shell egg dozens sold in fiscal 2018, compared with 3.1% of shell egg dollar sales and 1.6% of shell egg dozens sold in fiscal 2017.  We produce and process Egg-Land’s Best® and Land O’ Lakes® branded eggs under license from EB at our facilities under EB guidelines.  The product is marketed to our established base of customers at premium prices compared to non-specialty shell eggs. Egg-Land’s Best® branded eggs accounted for approximately 17.7% of our shell egg dollar sales in fiscal 2018, compared to 23.2% in fiscal 2017. Based on dozens sold, Egg-Land’s Best® branded eggs accounted for 13.2% of dozens sold for fiscal 2018, compared to 12.5% in fiscal 2017Land O’ Lakes® branded eggs are produced by hens that are fed a whole grain diet, free of animal fat and animal by-products.  Farmhouse® brand eggs are produced at our facilities by cage-free hens that are provided with a diet of all grain, vegetarian feed.  We market organic, wholesome, cage-free, vegetarian, and omega-3 eggs under our 4-Grain® brand, which consists of both caged and cage-free eggs.  Farmhouse®, Land O’ Lakes®, 4Grain® and other non-Egg-Land’s Best® specialty eggs accounted for 14.3% of our shell egg dollar sales in fiscal 2018, compared to 20.4% in fiscal 2017, and 10.4% of dozens sold for fiscal 2018, compared to 10.4% for fiscal 2017.
    
Egg Products.  Egg products are shell eggs broken and sold in liquid, frozen, or dried form.  In fiscal 2018 egg products represented approximately 3% of our net sales compared with approximately 2% in fiscal 2017.  We sell egg products primarily into the institutional and food service sectors in the U.S.  Our egg products are sold through our wholly owned subsidiary American Egg Products, LLC located in Blackshear, Georgia and our majority owned subsidiary Texas Egg Products, LLC located in Waelder, Texas.  Prices for egg products are related to Urner Barry quoted price levels.

Competition The production, processing, and distribution of shell eggs is an intensely competitive business, which traditionally has attracted large numbers of producers.  Shell egg competition is generally based on price, service, and product quality. 

The U.S. shell egg industry remains highly fragmented but is characterized by a growing concentration of producers. In 2017, 55  producers with one million or more layers owned 98% of the 314.2 million total U.S. layers, compared to 2000, when 63 producers with one million or more layers owned 79% of the 273 million total layers, and 1990, when 56 producers with one million or more layers owned 64% of the 232 million total layers. We believe a continuation of the concentration trend will result in reduced cyclicality of shell egg prices, but no assurance can be given in that regard. A continuation of this trend could also create greater competition among fewer producers.

Patents and Trade Names We own the trademarks Farmhouse®, Sunups®, Sunny Meadow® and 4Grain®. We do not own any patents or proprietary technologies. We produce and market Egg-Land's Best® and Land O’ Lakes® branded eggs under license agreements with EB.  We believe these trademarks and license agreements are important to our business.  We do not know of any infringing uses that would materially affect the use of these trademarks, and we actively defend and enforce them.

Government Regulation Our facilities and operations are subject to regulation by various federal, state, and local agencies, including, but not limited to, the United States Food and Drug Administration (“FDA”), USDA, Environmental Protection Agency (“EPA”), Occupational Safety and Health Administration and corresponding state agencies, among others. The applicable regulations relate to grading, quality control, labeling, sanitary control and reuse or disposal of waste. Our shell egg facilities are subject to periodic USDA, FDA and EPA inspections. Our feed production facilities are subject to FDA regulation and inspections. In addition, we maintain our own inspection program to ensure compliance with our own standards and customer specifications. We are not aware of any major capital expenditures necessary to comply with current statutes and regulations; however, there can be no assurance that we will not be required to incur significant costs for compliance with such statutes and regulations in the future.  In addition, rules are often proposed that, if adopted as proposed, could increase our costs.

Environmental Regulation.  Our operations and facilities are subject to various federal, state, and local environmental, health and safety laws and regulations governing, among other things, the generation, storage, handling, use, transportation, disposal, and remediation of hazardous materials. Under these laws and regulations, we are required

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to obtain permits from governmental authorities, including, but not limited to, wastewater discharge permits. We have made, and will continue to make, capital and other expenditures relating to compliance with existing environmental, health and safety laws and regulations and permits. We are not currently aware of any major capital expenditures necessary to comply with such laws and regulations; however, because environmental, health and safety laws and regulations are becoming increasingly more stringent, including those relating to animal wastes and wastewater discharges, there can be no assurance that we will not be required to incur significant costs for compliance with such laws and regulations in the future.

Employees.  As of June 2, 2018, we had 3,573 employees, of whom 2,977 worked in egg production, processing and marketing, 176 worked in feed mill operations and 420 were administrative employees, including our executive officers.  Approximately 4.3% of our personnel are part-time.  None of our employees are covered by a collective bargaining agreement.  We consider our relations with employees to be good.

Our Corporate Information

We were founded in 1957 in Jackson, Mississippi.  We were incorporated in Delaware in 1969. Our principal executive office is located at 3320 W. Woodrow Wilson Avenue, Jackson, Mississippi 39209. The telephone number of our principal executive office is (601) 948-6813. We maintain a website at www.calmainefoods.com where general information about our business is available. The information contained in our website is not a part of this document. Our Annual Reports on Form 10-K, our Quarterly Reports on Form 10-Q, our Current Reports on Form 8-K, Forms 3, 4 and 5 ownership reports, and all amendments to those reports are available, free of charge, through our website as soon as reasonably practicable after they are filed with the SEC. Information concerning corporate governance matters is also available on our website.

Our Common Stock is listed on The NASDAQ Global Select Market (“NASDAQ”) under the symbol “CALM.” On June 1, 2018, the last sale price of our Common Stock on NASDAQ was $46.80 per share.  Our fiscal year 2018 ended June 2, 2018, and the first three fiscal quarters of fiscal 2018 ended September 2, 2017, December 2, 2017, and March 3, 2018.  All references herein to a fiscal year means our fiscal year and all references to a year mean a calendar year.  

ITEM 1A. RISK FACTORS   

Our business and results of operations are subject to numerous risks and uncertainties, many of which are beyond our control.  The following is a description of the known factors that may materially affect our business, financial condition or results of operations.  They should be considered carefully, in addition to the information set forth elsewhere in this Annual Report on Form 10-K, including under Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in making any investment decisions with respect to our securities.  Additional risks or uncertainties that are not currently known to us, that we currently deem to be immaterial or that could apply to any company could also materially adversely affect our business, financial condition or results of operations.

Market prices of wholesale shell eggs are volatile and decreases in these prices can adversely impact our results of operations.

Our operating results are significantly affected by wholesale shell egg market prices, which fluctuate widely and are outside our control.  As a result, our prior performance should not be presumed to be an accurate indication of future performance. Small increases in production, or small decreases in demand, can have a large adverse effect on shell egg prices. Low shell egg prices adversely effect our revenues and profits.

Market prices for wholesale shell eggs have been volatile. Shell egg prices trended upward from calendar 2002 until late 2003 and early 2004 when they rose to then historical highs.  In the early fall of calendar 2004, the demand trend related to the increased popularity of high protein diets faded dramatically and prices fell.  During the time of increased demand, the egg industry geared up to produce more eggs, resulting in an oversupply of eggs.  After calendar 2006, supplies were more closely balanced with demand and egg prices again reached record levels in 2007 and 2008.  Egg prices had subsequently retreated from those record price levels due to increases in industry supply before reaching

9


new highs in 2014.  In 2015, egg prices rose again in large part due to a decrease in supply caused by the avian influenza outbreak in the upper Midwestern U.S. from April to June 2015. While the AI outbreak significantly impacted the supply and prices of eggs, there were  no positive tests for AI at any of our locations.  The average Urner-Barry Thursday prices for the large market (i.e. generic shell eggs) in the southeastern region for the months of June through November 2015 was $2.32 per dozen, with a peak of $2.97 during August.  Subsequent to November 2015, shell egg prices declined. The Urner Barry price index hit a decade-low level in both our fiscal 2016 fourth quarter and fiscal 2017 second quarter. In fiscal 2018, non-specialty shell egg prices rebounded significantly due to strong demand illustrating the volatility of our industry. 

Shell egg prices are impacted by seasonal fluctuations. Retail sales of shell eggs are greatest during the fall and winter months and lowest in the summer months. Prices for shell eggs fluctuate in response to seasonal factors and a natural increase in shell egg production during the spring and early summer. Shell egg prices tend to increase with the start of the school year and are highest prior to holiday periods, particularly Thanksgiving, Christmas and Easter. Consequently, we generally experience lower sales and net income in our first and fourth fiscal quarters ending in August and May, respectively. As a result of these seasonal and quarterly fluctuations, comparisons of our sales and operating results between different quarters within a single fiscal year are not necessarily meaningful comparisons.

A decline in consumer demand for shell eggs can negatively impact our business.

We believe fast food restaurant consumption, high protein diet trends, industry advertising campaigns, and improved nutritional reputation of eggs related to better scientific understanding of the role of cholesterol in diets have all contributed to shell egg demand. However, there can be no assurance that the demand for shell eggs will not decline in the future. Adverse publicity relating to health concerns and changes in the perception of the nutritional value of shell eggs, as well as movement away from high protein diets, could adversely affect demand for shell eggs, which would have a material adverse effect on our future results of operations and financial condition.

Feed costs are volatile and increases in these costs can adversely impact our results of operations.

Feed cost represents the largest element of our shell egg (farm) production cost, ranging from 57% to 66% of total farm production cost in the last five fiscal years. Although feed ingredients are available from a number of sources, we have little, if any, control over the prices of the ingredients we purchase, which are affected by weather, speculators, various supply and demand factors, transportation and storage costs, and agricultural and energy policies in the U.S. and internationally.  For example, the severe drought in the summer of 2012 and resulting damage to the national corn and soybean crops resulted in high and volatile feed costs.  Increases in feed costs unaccompanied by increases in the selling price of eggs can have a material adverse effect on the results of our operations.  Alternatively, low feed costs can encourage industry overproduction, possibly resulting in lower egg prices. 

Due to the cyclical nature of our business, our financial results fluctuate from year to year and between different quarters within a single fiscal year.

The shell egg industry has traditionally been subject to periods of high profitability followed by periods of significant loss. In the past, during periods of high profitability, shell egg producers tended to increase the number of layers in production with a resulting increase in the supply of shell eggs, which generally caused a drop in shell egg prices until supply and demand returned to balance. As a result, our financial results from year to year vary significantly.  Additionally, as a result of seasonal fluctuations, our financial results fluctuate significantly between different quarters within a single fiscal year.

We purchase a portion of the shell eggs we sell from outside producers and our ability to obtain such eggs at prices and in quantities acceptable to us could fluctuate.

We produced approximately 84%  of the total number of shell eggs we sold in fiscal 2018 and fiscal 2017, and purchased the remainder from outside producers. As the wholesale price for shell eggs increases, our cost to acquire shell eggs from outside producers increases. There can be no assurance that we will be able to continue to acquire shell eggs from

10


outside producers in sufficient quantities and satisfactory prices, and our inability to do so may have a material adverse effect on our business and profitability.

Our acquisition growth strategy subjects us to various risks.

We plan to continue to pursue a growth strategy, which includes acquisitions of other companies engaged in the production and sale of shell eggs. Acquisitions require capital resources and can divert management’s attention from our existing business. Acquisitions also entail an inherent risk that we could become subject to contingent or other liabilities, including liabilities arising from events or conduct prior to our acquisition of a business that were unknown to us at the time of acquisition. We could incur significantly greater expenditures in integrating an acquired business than we anticipated at the time of its purchase. We cannot assure you that we:
will identify suitable acquisition candidates;
can consummate acquisitions on acceptable terms;
can successfully integrate an acquired business into our operations; or
can successfully manage the operations of an acquired business.

No assurance can be given that companies we acquire in the future will contribute positively to our results of operations or financial condition. In addition, federal antitrust laws require regulatory approval of acquisitions that exceed certain threshold levels of significance.

The consideration we pay in connection with any acquisition also affects our financial results. If we pay cash, we could be required to use a portion of our available cash to consummate the acquisition. To the extent we issue shares of our Common Stock, existing stockholders may be diluted. In addition, acquisitions may result in the incurrence of debt.

Our largest customers have historically accounted for a significant portion of our net sales volume. Accordingly, our business may be adversely affected by the loss of, or reduced purchases by, one or more of our large customers.

For the fiscal years 2018, 2017, and 2016, two customers, Wal-Mart Stores and Sam’s Clubs, on a combined basis, accounted for 33.2%, 28.9%, and 28.9% of our net sales dollars, respectively.  For fiscal years 2018, 2017, and 2016, our top ten customers accounted for 69.4%,  69.5%, and 70.6% of net sales dollars, respectively. Although we have established long-term relationships with most of our customers, who continue to purchase from us based on our ability to service their needs, they are free to acquire shell eggs from other sources.  If, for any reason, one or more of our large customers were to purchase significantly less of our shell eggs in the future or terminate their purchases from us, and we are not able to sell our shell eggs to new customers at comparable levels, it would have a material adverse effect on our business, financial condition, and results of operations.  

Failure to comply with applicable governmental regulations, including environmental regulations, could harm our operating results, financial condition, and reputation.  Further, we may incur significant costs to comply with any such regulations.

We are subject to federal, state and local regulations relating to grading, quality control, labeling, sanitary control, and waste disposal. As a fully-integrated shell egg producer, our shell egg facilities are subject to regulation and inspection by the USDA, EPA, and FDA, as well as regulation by various state and local health and agricultural agencies, among others. All of our shell egg production and feed mill facilities are subject to FDA regulation and inspections. In addition, rules are often proposed that, if adopted as proposed, could increase our costs.

Our operations and facilities are subject to various federal, state and local environmental, health, and safety laws and regulations governing, among other things, the generation, storage, handling, use, transportation, disposal, and remediation of hazardous materials. Under these laws and regulations, we are required to obtain permits from governmental authorities, including, but not limited to pollution/wastewater discharge permits.

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If we fail to comply with an applicable law or regulation, or fail to obtain necessary permits, we could be subject to significant fines and penalties or other sanctions, our reputation could be harmed, and our operating results and financial condition could be materially adversely affected. In addition, because these laws and regulations are becoming increasingly more stringent, there can be no assurance that we will not be required to incur significant costs for compliance with such laws and regulations in the future.

Shell eggs and shell egg products are susceptible to microbial contamination, and we may be required to or voluntarily recall contaminated products.

Shell eggs and shell egg products are vulnerable to contamination by pathogens such as Salmonella.  Shipment of contaminated products, even if inadvertent, could result in a violation of law and lead to increased risk of exposure to product liability claims, product recalls and increased scrutiny by federal and state regulatory agencies.  In addition, products purchased from other producers could contain contaminants that might be inadvertently redistributed by us.  As such, we might decide or be required to recall a product if we or regulators believe it poses a potential health risk.  We do not maintain insurance to cover recall losses.  Any product recall could result in a loss of consumer confidence in our products, adversely affect our reputation with existing and potential customers and have a material adverse effect on our business, results of operations and financial condition.

Agricultural risks, including outbreaks of avian disease, could harm our business.    

Our shell egg production activities are subject to a variety of agricultural risks. Unusual or extreme weather conditions, disease and pests can materially and adversely affect the quality and quantity of shell eggs we produce and distribute.  The Company maintains controls and procedures to reduce the risk of exposing our flocks to harmful diseases.  Despite our efforts, outbreaks of avian disease can still occur and may adversely impact the health of our flocks.  An outbreak of avian disease could have a material adverse impact on our financial results by increasing government restrictions on the sale and distribution of our products.  Negative publicity from an outbreak within our industry can negatively impact customer perception, even if the outbreak does not directly impact our flocks.  If a substantial portion of our production facilities are affected by any of these factors in any given quarter or year, our business, financial condition, and results of operations could be materially and adversely affected.

From April through June 2015,  our industry experienced a significant avian influenza outbreak, primarily in the upper Midwestern U.S.  Based on several published industry estimates, we believe approximately 12% of the national flock of laying hens was affected.  The affected laying hens were either destroyed by the disease or euthanized.  The effect this outbreak had on our industry and our company is discussed throughout this report.  There have been no positive tests for avian influenza at any of our locations. We have significantly increased the biosecurity measures at all of our facilities; however we cannot be certain that our flocks will not be affected by AI or other diseases in the future. 

Our business is highly competitive.

The production and sale of fresh shell eggs, which accounted for virtually all of our net sales in recent years, is intensely competitive. We compete with a large number of competitors that may prove to be more successful than we are in marketing and selling shell eggs. We cannot provide assurance that we will be able to compete successfully with any or all of these companies. In addition, increased competition could result in price reductions, greater cyclicality, reduced margins and loss of market share, which would negatively affect our business, results of operations, and financial condition.
        

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Pressure from animal rights groups regarding the treatment of animals may subject us to additional costs to conform our practices to comply with developing standards or subject us to marketing costs to defend challenges to our current practices and protect our image with our customers.
 
We and many of our customers face pressure from animal rights groups, such as People for the Ethical Treatment of Animals ("PETA"), and the Humane Society of the United States ("HSUS"), to require all companies that supply food products operate their business in a manner that treats animals in conformity with certain standards developed or approved by these animal rights groups. The standards typically require minimum cage space for hens, among other requirements, but some of these groups have made legislative efforts to ban any form of caged housing in various states.  California’s Proposition 2 and Assembly Bill 1437 was effective January 1, 2015, and did increase the cost of production in that State and for producers who sell there. Additionally, later in calendar 2018, California voters will consider a referendum that mandates, over a period of time, that all egg production in California must be cage-free with specific space requirements for laying hens.  If passed, the referendum will also require that all eggs and egg products sold in the state of California must be cage-free by a certain future date. This referendum, if adopted, could affect sourcing and production of eggs in California, which would create uncertainty surrounding supply and pricing in other areas of the country. In recent years, many large restaurant chains, food service companies and grocery chains, including our largest customers, announced goals to transition to a cage-free egg supply chain by specified future dates.  Changing our procedures and infrastructure to conform to these types of laws or anticipated customer demand for these types of guidelines has resulted and will continue to result in additional costs to our internal production of shell eggs, including capital and operating cost increases from housing and husbandry practices and modification of existing or construction of new facilities, and the increased cost for us to purchase shell eggs from our outside suppliers. While some of the increased costs have been passed on to our customers, we cannot provide assurance that we can continue to pass on these costs, or additional costs we will incur, in the future. 

We are dependent on our management team, and the loss of any key member of this team may adversely affect the implementation of our business plan in a timely manner.

Our success depends largely upon the continued service of our senior management team. The loss or interruption of service of one or more of our key executive officers could adversely affect our ability to manage our operations effectively and/or pursue our growth strategy. We have not entered into any employment or non-compete agreements with any of our executive officers nor do we carry any significant key-man life insurance coverage on any such persons.  

We are controlled by the family of our founder, Fred R. Adams, Jr. and, after the death of Mr. Adams, we expect to be controlled by Adolphus B. Baker, our Chief Executive Officer and Chairman of the Board.

Fred R. Adams, Jr., our Founder and Chairman Emeritus, his son-in-law, Adolphus B. Baker, our Chief Executive Officer and Chairman of the Board, and their spouses own all outstanding shares of our Class A Common Stock, which has ten votes per share. Such persons also own shares of our Common Stock. A conservatorship has been established to manage Mr. Adams’ affairs, with his spouse and Mr. Baker as co-conservators, as a result of the impairment of Mr. Adams’ health related to his previously disclosed stroke. Mr. Adams continues to regularly consult with the Company and it is expected that he will continue to do so for as long as he is able. As a result of the conservatorship, Mr. Adams, his spouse, and Mr. Baker possessed 52.2%, and Messrs. Adams and Baker and their spouses collectively possessed 66.2%, of the total voting power represented by the outstanding shares of our Common Stock and Class A Common Stock.

As described in the Company’s Proxy Statement dated June 25, 2018 for a special meeting of shareholders on July 20, 2018 (the “Special Meeting Proxy Statement”) under the heading “Proposal No. 1 - Class A Common Stock Amendment - Proposed Transactions” on pages 25-26, which description (the “Proposed Transactions Description”) is incorporated by reference herein, upon the completion of transactions described therein prior to Mr. Adams’ death, we expect that the Company would continue to be controlled by Mrs. Adams and Mr. Baker, acting jointly. After Mr. Adams’ death and completion of the proposed transactions, we expect there would be a change of control of the Company to Mr. Baker as the sole managing member of a limited liability company that would own all of the outstanding shares of Class A Common Stock.

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We understand that the Adams and Baker families intend to retain ownership of a sufficient amount of Common Stock and Class A Common Stock to assure continued ownership of more than 50% of the voting power of our outstanding shares of capital stock. Such ownership will make an unsolicited acquisition of the Company more difficult and discourage certain types of transactions involving a change of control of our Company, including transactions in which the holders of Common Stock might otherwise receive a premium for their shares over then current market prices. The Adams and Baker families’ controlling ownership of our capital stock may adversely affect the market price of our Common Stock.

We are and, after Mr. Adams’ death pursuant to the arrangements described above, we expect to continue to be, a “controlled company,” as defined in Rule 5615(c)(1) of the NASDAQ’s listing standards. Accordingly, we are and, pursuant to such arrangements, we expect to continue to be, exempt from certain requirements of NASDAQ’s corporate governance listing standards, including the requirement to maintain a majority of independent directors on our board of directors and the requirements regarding the determination of compensation of executive officers and the nomination of directors by independent directors.

Sales, or the availability for sale, of substantial amounts of our Common Stock could adversely affect the market price of our Common Stock.

As described in the Proposed Transactions Description in the Special Meeting Proxy Statement, upon the completion of transactions described therein, we expect that Mrs. Adams and Mr. Adams’ daughters, and certain other related entities described therein (the “Stockholder Parties”), will hold a total of approximately 12 million shares of Common Stock that are subject to the Agreement Regarding Common Stock described in Note 17 to our audited consolidated financial statements in this report.
 
As described in the Proposed Transactions Description, we currently anticipate that the Stockholder Parties would desire to sell a total of approximately 6.0 million shares of Common Stock, in initial sales under a Company registration statement following Mr. Adams’ death. Although pursuant to the Agreement Regarding Common Stock the Company will have a right of first refusal to purchase all or any of those shares, the Company may elect not to exercise its rights of first refusal and if so such shares would be eligible for sale pursuant to the registration rights under the agreement or pursuant to Rule 144 under the Securities Act of 1933. Sales, or the availability for sale, of a large number of shares of our Common Stock could result in a decline in the market price of our Common Stock.

Current and future litigation could expose us to significant liabilities and adversely affect our business reputation.

We and certain of our subsidiaries are involved in various legal proceedings.  Litigation is inherently unpredictable, and although we believe we have meaningful defenses in these matters, we may incur judgments or enter into settlements of claims that could have a material adverse effect on our results of operations, cash flow and financial condition.  For a discussion of legal proceedings see Item 3 below.  Such lawsuits are expensive to defend, divert management’s attention, and may result in significant judgments or settlements.  Legal proceedings may expose us to negative publicity, which could adversely affect our business reputation and customer preference for our products and brands.

Impairment in the carrying value of goodwill or other assets could negatively affect our results of operations or net worth.

Goodwill represents the excess of the cost of business acquisitions over the fair value of the identifiable net assets acquired.  Goodwill is reviewed at least annually for impairment by assessing qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount.  As of June 2, 2018, we had $35.5 million of goodwill.  While we believe the current carrying value of this goodwill is not impaired, any future goodwill impairment charges could materially adversely affect our results of operations in any particular period or our net worth.


14


The loss of any registered trademark or other intellectual property could enable other companies to compete more effectively with us.

We utilize intellectual property in our business.  For example, we own the trademarks Farmhouse®,  Sunups®,  Sunny Meadow® and 4Grain®.  We produce and market Egg-Land’s Best® and Land O’ Lakes® under license agreements with EB.  We have invested a significant amount of money in establishing and promoting our trademarked brands.  The loss or expiration of any intellectual property could enable other companies to compete more effectively with us by allowing our competitors to make and sell products substantially similar to those we offer.  This could negatively impact our ability to produce and sell the associated products, thereby adversely affecting our operations.

Extreme weather, natural disasters or other events beyond our control could negatively impact our business.

Fire, bioterrorism, pandemic, extreme weather or natural disasters, including droughts, floods, excessive cold or heat, hurricanes or other storms, could impair the health or growth of our flocks, production or availability of feed ingredients, or interfere with our operations due to power outages, fuel shortages, discharges from overtopped or breached wastewater treatment lagoons, damage to our production and processing facilities or disruption of transportation channels, among other things. Any of these factors could have a material adverse effect on our financial results.

Failure of our information technology systems or software, or a security breach of those systems, could adversely affect our day-to-day operations and decision making processes and have an adverse effect on our performance.

The efficient operation of our business depends on our information technology systems. We rely on our information technology systems to effectively manage our business data, communications, logistics, accounting and other business processes. If we do not allocate and effectively manage the resources necessary to build and sustain an appropriate technology environment, our business or financial results could be negatively impacted. In addition, our information technology systems may be vulnerable to damage or interruption from circumstances beyond our control, including systems failures, viruses, ransomware, security breaches or cyber incidents such as intentional cyber-attacks aimed at theft of sensitive data or inadvertent cyber-security compromises.

A security breach of such information could result in damage to our reputation and negatively impact our relations with our customers or employees. Any such damage or interruption could have a material adverse effect on our business.

We currently participate in several joint ventures and may participate in other joint ventures in the future. We could be adversely affected if any of our joint venture partners are unable or unwilling to fulfill their obligations or if we have disagreements with any of our joint venture partners that are not satisfactorily resolved.

We currently have investments in and commitments to several joint ventures and we may participate in other joint ventures in the future. Under existing joint venture agreements, we and our joint venture partners could be required to, among other things, provide guarantees of obligations or contribute additional capital and we may have little or no control over the amount or timing of these obligations. If our joint venture partners are unable or unwilling to fulfill their obligations or if we have any unresolved disagreements with our joint venture partners, we may be required to fulfill those obligations alone, expend additional resources to continue development of projects, or we may be required to write down our investments at amounts that could be significant.

ITEM 1B.  UNRESOLVED STAFF COMMENTS

None.
    
ITEM 2. PROPERTIES

We operate farms, processing plants, hatcheries, feed mills, warehouses, offices and other properties located in Alabama, Arkansas, Florida, Georgia, Kansas, Kentucky, Louisiana, Mississippi, North Carolina, Ohio, Oklahoma, South Carolina, Tennessee, Texas and Utah. As of June 2, 2018, the facilities included three breeding facilities, two hatcheries,

15


six wholesale distribution centers, 22 feed mills, 42 shell egg production facilities, 26 pullet growing facilities, 42 processing and packing facilities, and one egg products facility.  We also own a significant interest in a company that owns an egg products facility, which is consolidated in our financial statements. Most of our operations are conducted from properties we own.
         
As of June 2, 2018, we owned approximately 27,316 acres of land in various locations throughout our geographic market area. We have the ability to hatch 21.2 million pullet chicks annually, grow 23.2 million pullets annually, house 42.7 million laying hens, and control the production of 39.1 million layers, with the remainder controlled by contract growers. We own mills that can produce 746 tons of feed per hour, and processing facilities capable of processing 16,560 cases of shell eggs per hour (with each case containing 30 dozen shell eggs).

Over the past five fiscal years, our capital expenditures, excluding acquisitions of shell egg production and processing facilities from others, have totaled an aggregate amount of approximately $303.9 million

ITEM 3.  LEGAL PROCEEDINGS

Egg Antitrust Litigation

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 cases were consolidated into In re: Processed Egg Products Antitrust Litigation, No. 2:08-md-02002-GP, in the United States District Court for the Eastern District of Pennsylvania (the “District Court”), in three groups of cases - the “Direct Purchaser Putative Class Action”, the “Indirect Purchaser Putative Class Action” and the “Non-Class Cases.”

The Direct Purchaser Putative Class Action. The named plaintiffs in these cases alleged that they purchased eggs or egg products directly from a defendant and sued on behalf of themselves and a putative class of others who claimed to be similarly situated.  As previously reported, in November 2014, the District Court approved the Company’s settlement with the direct purchaser plaintiff class and entered final judgment dismissing with prejudice the class members’ claims against the Company.

The Indirect Purchaser Putative Class Action.  The named plaintiffs in these cases are individuals or companies who allege that they purchased shell eggs indirectly from one or more of the defendants - that is, they purchased from retailers that had previously purchased from defendants or other parties - and have sued on behalf of themselves and a putative class of others who claim to be similarly situated.  The District Court denied the indirect purchaser plaintiffs’ motion for class certification. On June 28, 2018, the Company entered into a settlement agreement with the indirect purchaser plaintiffs, for an immaterial amount, and on July 17, 2018, the Court entered an order dismissing all indirect purchaser plaintiffs’ claims against the Company and other defendants.

The Non-Class Cases. In the remaining cases, the named plaintiffs allege that they purchased shell eggs and egg products directly from one or more of the defendants but sue only for their own alleged damages and not on behalf of a putative class.  On April 4, 2018, the Court entered a final judgement dismissing all claims against the Company brought by the following non-class plaintiffs: The Kroger Co.; Publix Super Markets, Inc.; SUPERVALU, Inc.; Safeway, Inc.; Albertsons LLC; H.E. Butt Grocery Co.; The Great Atlantic & Pacific Tea Company, Inc.; Walgreen Co.; Hy-Vee, Inc.; and Giant Eagle, Inc., with prejudice, pursuant to the Company’s previously announced $80.8 million settlement with the named plaintiffs.

The only non-class plaintiffs that are not included in the settlement agreement are the following companies that sought substantial damages allegedly arising from the purchase of egg products (as opposed to shell eggs): Conopco, Inc., Kraft Food Global, Inc., General Mills, Inc., Nestle USA, Inc., and The Kellogg Company. The egg products plaintiffs sought treble damages and injunctive relief under the Sherman Act attacking certain features of the UEP animal-welfare guidelines and program used by the Company and many other egg producers. On September 6, 2016, the District Court granted defendants’ motion for summary judgment and dismissed with prejudice all claims based on the purchase of egg products. That ruling was appealed to the United States Court of Appeals for the Third Circuit, and on January 22, 2018, the Third Circuit reversed the District Court’s grant of summary judgement and remanded the case to the

16


District Court. Even though the appealing egg-products plaintiffs had asked the Third Circuit to remand the case for trial, the Third Circuit declined, instead remanding the case for further proceedings, including the suggestion that the District Court determine whether the egg-products plaintiffs had sufficient evidence of causation and damages to submit the case to a jury. On March 5, 2018, defendants filed a motion in the District Court seeking leave to file a motion for summary judgment in light of the remand statements in the Third Circuit’s opinion. Plaintiffs opposed that motion, and on March 26, 2018, the defendants filed a reply in support of the motion. On July 16, 2018, the court granted the defendants’ motion for leave allowing the defendants to re-file a motion for summary judgment no later than August 17, 2018. The Company intends to file a motion for summary judgment by this deadline based on the non-class egg products plaintiffs’ failure to present any triable issue of fact on the elements of causation and damages in their claims related to the purchases of processed egg products.

Allegations in Each Case. In all of the cases described above, the plaintiffs allege that the Company and certain other large domestic egg producers conspired to reduce the domestic supply of eggs in a concerted effort to raise the price of eggs to artificially high levels. In each case, plaintiffs allege that all defendants agreed to reduce the domestic supply of eggs by: (a) agreeing to limit production; (b) manipulating egg exports; and (c) implementing industry-wide animal welfare guidelines that reduced the number of hens and eggs.

The Company intends to continue to defend the remaining cases as vigorously as possible based on defenses which the Company believes are meritorious and provable.  While management believes that the likelihood of a material adverse outcome in the overall egg antitrust litigation has been significantly reduced as a result of the settlements and rulings described above, there is still a reasonable possibility of a material adverse outcome in the remaining egg antitrust litigation. At the present time, however, it is not possible to estimate the amount of monetary exposure, if any, to the Company because of these cases.  Adjustments, if any, which might result from the resolution of these remaining legal matters, have not been reflected in the financial statements.

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., Simmons Foods, Inc., and certain affiliates of the foregoing The State of Oklahoma claims that through the disposal of chicken litter the defendants have polluted the Illinois River Watershed. This watershed provides water to eastern Oklahoma. The complaint seeks injunctive relief and monetary damages, but the claim for monetary damages has been dismissed by the court. Cal-Maine Foods, Inc. discontinued operations in the watershed. Accordingly, we do not anticipate that Cal-Maine Foods, Inc. will be materially affected by the request for injunctive relief unless the court orders substantial affirmative remediation. 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.

The trial in the case began in September 2009 and concluded in February 2010. The case was tried to the court without a jury and the court has not yet issued its ruling. Management believes the risk of material loss related to this matter to be remote.

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.

At this time, it is not possible for us to predict the ultimate outcome of the matters set forth above.



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ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

PART II.

ITEM 5.  MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our Common Stock is traded on the NASDAQ Global Select Market under the symbol “CALM”.  The closing price for our Common Stock on July 17, 2018 was $45.85 per share. The following table sets forth the high and low daily sales prices and dividends per share for each of the four quarters of fiscal 2017 and fiscal 2018.  
 
 
 
 
Sales Price
 
 
Fiscal Year Ended
 
Fiscal Quarter
 
High
 
Low
 
Dividends (1)
 
 
 
 
 
 
 
 
 
June 3, 2017
 
First Quarter
 
$
45.75

 
$
40.11

 
$

 
 
Second Quarter
 
46.15

 
36.50

 

 
 
Third Quarter
 
45.45

 
37.95

 

 
 
Fourth Quarter
 
41.25

 
36.35

 

 
 
 
 
 

 
 

 
 

June 2, 2018
 
First Quarter
 
$
39.70

 
$
34.40

 
$

 
 
Second Quarter
 
49.75

 
36.95

 

 
 
Third Quarter
 
47.45

 
40.30

 

 
 
Fourth Quarter
 
49.95

 
43.30

 
0.351

(1)
Represents dividends paid with respect to such quarter, after the end of the quarter. See “Dividends” below.

There is no public trading market for the Class A Common Stock.  All outstanding Class A shares are owned by Fred R. Adams, Jr., our Founder and Chairman Emeritus, his son-in-law Adolphus Baker, and their spouses.  As a result of the transactions described in the Proposed Transactions Description in the Special Meeting Proxy Statement, we expect that, after July 20, 2018, all of the outstanding shares of Class A Common Stock will be owned by a limited liability company of which Mr. Baker is the sole managing member and will be voted at the direction of Mr. Baker and Mrs. Adams acting jointly, and that, after the death of Mr. Adams, such shares will be voted at the direction of Mr. Baker. For additional information about our capital stock, see Note 13 and 17 to the Notes to Consolidated Financial Statements in this report.

Issuer Purchases of Equity Securities

There were no purchases of our Common Stock made by or on behalf of our company or any affiliated purchaser during our fiscal 2018 fourth quarter.


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Stock Performance Graph

The following graph shows a comparison of cumulative total shareholder return, calculated on a dividend reinvested basis, for the Company, the NASDAQ Composite Total Return, and the NASDAQ 100 Total Return for the five years ended June 2, 2018. As the only publicly held company in the shell egg business, the Company uses the NASDAQ 100 Total Return index in lieu of a published industry index or peer group. The graph assumes $100 was invested on June 1, 2013 in the stock or index. Each date plotted indicates the last day of a fiscal quarter.

chart-629061bbb6bd50d8a18.jpg
Stockholders

At July 17, 2018, there were approximately 313 record holders of our Common Stock and approximately 33,203 beneficial owners whose shares were held by nominees or broker dealers.

Dividends 

Cal-Maine has a dividend policy adopted by its Board of Directors.  Pursuant to the policy, Cal-Maine 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 generally accepted accounting principles 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 will pay dividends to shareholders of record on the 65th day after the quarter end. Dividends are payable on the 15th day following the record date. Following a quarter for which the Company does not report net income attributable to Cal-Maine Foods, Inc., the Company will not pay a dividend for a subsequent profitable quarter until the Company is profitable on a cumulative basis computed from the date of the last quarter for which a dividend was paid.  The Company’s loan agreements provide that unless otherwise approved by its lenders, the Company must

19


limit dividends paid in any quarter to not exceed an amount equal to one-third of the previous quarter’s consolidated net income, which dividends are allowed to be paid if there are no events of default.

Recent Sales of Unregistered Securities

No sales of securities without registration under the Securities Act of 1933 occurred during our fiscal year ended June 2, 2018.

Securities Authorized for Issuance under Equity Compensation Plans
Equity Compensation Plan Information
 
 
(a)
 
(b)
 
(c)
 
 
 
 
 
 
 
 
 
Number of securities to be issued upon exercise of outstanding options, warrants and rights
 
Weighted average exercise price of outstanding options, warrants and rights
 
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)
Equity compensation plans approved by shareholders
 

 
$

 
423,092

Equity compensation plans not approved by shareholders
 

 

 

Total
 

 
$

 
423,092

(a)
There were no outstanding options, warrants or rights as of June 2, 2018.  There were 241,290 shares of restricted stock outstanding under our 2012 Omnibus Long-Term Incentive Plan as of June 2, 2018.
(b)
There were no outstanding options, warrants or rights as of June 2, 2018.
(c)
Shares available for future issuance as of June 2, 2018 under our 2012 Omnibus Long-Term Incentive Plan. 

For additional information, see Note 10 to Notes to the Consolidated Financial Statements.


20


ITEM 6.  SELECTED FINANCIAL DATA
 
 
Fiscal Years Ended
Statement of Operations Data (in thousands, except per share data)
 
June 2,
2018†
 
June 3,
2017 ^
 
May 28, 2016
 
May 30,
2015
 
May 31, 2014*
 
 
52 weeks
 
53 weeks
 
52 weeks
 
52 weeks
 
52 weeks
Net sales 
 
$
1,502,932

 
$
1,074,513

 
$
1,908,650

 
$
1,576,128

 
$
1,440,907

Cost of sales 
 
1,141,886

 
1,028,963

 
1,260,576

 
1,180,407

 
1,138,143

Gross profit 
 
361,046

 
45,550

 
648,074

 
395,721

 
302,764

Selling, general and administrative 
 
177,148

 
173,980

 
177,760

 
160,386

 
156,712

Legal settlement expense - See Note 12
 
80,750

 

 

 

 

Loss (gain) on disposal of fixed assets
 
473

 
3,664

 
(1,563
)
 
568

 
651

Operating income (loss)
 
102,675

 
(132,094
)
 
471,877

 
234,767

 
145,401

Other income (expense): 
 
 
 
 
 
 
 
 

 
 

Interest expense
 
(265
)
 
(318
)
 
(1,156
)
 
(2,313
)
 
(3,755
)
Interest income
 
3,697

 
3,103

 
4,314

 
1,798

 
1,099

Patronage dividends
 
8,286

 
7,665

 
6,930

 
6,893

 
6,139

Equity in income of affiliates 
 
3,517

 
1,390

 
5,016

 
2,657

 
3,512

Other, net
 
(573
)
 
5,960

 
268

 
2,747

 
9,446

Total other income
 
14,662

 
17,800

 
15,372

 
11,782

 
16,441

Income (loss) before income tax and noncontrolling interest 
 
117,337

 
(114,294
)
 
487,249

 
246,549

 
161,842

Income tax expense (benefit)
 
(8,859
)
 
(39,867
)
 
169,202

 
84,268

 
52,035

Net income (loss) including noncontrolling interest
 
126,196

 
(74,427
)
 
318,047

 
162,281

 
109,807

Less: Net income (loss) attributable to noncontrolling interest
 
264

 
(149
)
 
2,006

 
1,027

 
600

Net income (loss) attributable to Cal-Maine Foods, Inc.
 
$
125,932

 
$
(74,278
)
 
$
316,041

 
$
161,254

 
$
109,207

Net income (loss) per common share: 
 
 
 
 
 
 
 
 

 
 

Basic 
 
$
2.60

 
$
(1.54
)
 
$
6.56

 
$
3.35

 
$
2.27

Diluted 
 
$
2.60

 
$
(1.54
)
 
$
6.53

 
$
3.33

 
$
2.26

Cash dividends per common share
 
$
0.35

 
$

 
$
2.18

 
$
1.11

 
$
0.73

Weighted average shares outstanding: 
 
 
 
 
 
 
 
 

 
 

Basic 
 
48,353

 
48,362

 
48,195

 
48,136

 
48,095

Diluted 
 
48,468

 
48,362

 
48,365

 
48,437

 
48,297

Balance Sheet Data (in thousands)
 
 
 
 
 
 
 
 

 
 

Working capital 
 
$
479,682

 
$
371,527

 
$
542,832

 
$
407,418

 
$
354,743

Total assets 
 
1,150,447

 
1,033,094

 
1,111,765

 
928,653

 
811,661

Total debt (including current maturities) 
 
6,090

 
10,939

 
25,570

 
50,860

 
61,093

Total stockholders’ equity 
 
955,682

 
844,493

 
917,361

 
704,562

 
594,745

 
 
 
 
 
 
 
 
 
 
 
Operating Data:   
 
 
 
 
 
 
 
 

 
 

Total number of layers at period-end (thousands) 
 
36,340

 
36,086

 
33,922

 
33,696

 
32,372

Total shell eggs sold (millions of dozens) 
 
1,037.7

 
1,031.1

 
1,063.1

 
1,063.1

 
1,013.7



Results for fiscal 2018 include tax benefit related to the Tax Cuts and Jobs Act tax reform legislation and the subsequent revaluation of the Company's deferred tax liabilities at the new, lower tax.
^
Results for fiscal 2017 include the results of operations (subsequent to acquisition) of the commerical egg assets acquired from Foodonics International, Inc., which were consolidated with our operations as of October 16, 2016, and the commercial egg assets of Happy Hen Egg Farms, Inc., which were consolidated with our operations as of February 19, 2017.
*
Results for fiscal 2014 include the results of operations (subsequent to acquisition) of our joint venture partner’s 50% interest in Delta Egg Farm, LLC, which was consolidated with our operations as of March 1, 2014.  Prior to March 1, 2014, our equity in earnings in Delta Egg Farm, LLC are included in Equity in income of affiliates.

21


ITEM 7.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

RISK FACTORS; FORWARD-LOOKING STATEMENTS

For information relating to important risks and uncertainties that could materially adversely affect our business, securities, financial condition or operating results, reference is made to the disclosure set forth under Item 1A above under the caption “Risk Factors.” In addition, because the following discussion includes numerous forward-looking statements relating to us, our results of operations, financial condition and business, reference is made to the information set forth in the section of Part I immediately preceding Item 1 above under the caption “Forward-Looking Statements.”

OVERVIEW

Cal-Maine Foods, Inc. (“we,” “us,” “our,” or the “Company”) is primarily engaged in the production, grading, packaging, marketing and distribution of fresh shell eggs. Our fiscal year end is the Saturday nearest to May 31 which was June 2, 2018 (52 weeks),  June 3, 2017 (53 weeks), and May 28, 2016 (52 weeks) for the most recent three fiscal years.

Our operations are fully integrated.  We hatch chicks, grow and maintain flocks of pullets (female chickens, under 18 weeks of age), layers (mature female chickens) and breeders (male and female birds used to produce fertile eggs to be hatched for egg production flocks), manufacture feed, and produce, process and distribute shell eggs. We are the largest producer and marketer of shell eggs in the U.S.  We market the majority of our shell eggs in the southwestern, southeastern, mid-western, and mid-Atlantic regions of the U.S.  We market shell eggs through our extensive distribution network to a diverse group of customers, including national and regional grocery store chains, club stores, foodservice distributors, and egg product consumers.

Our operating results are directly tied to egg prices, which are highly volatile and subject to wide fluctuations, and are outside of our control. For example, the Urner-Barry Southeastern Regional Large Egg Market Price per dozen eggs, for our fiscal 2006-2018 ranged from a low of $0.55 during fiscal 2006 to a high of $3.00 during fiscal 2018.  The shell egg industry has traditionally been subject to periods of high profitability followed by periods of significant loss. In the past, during periods of high profitability, shell egg producers tended to increase the number of layers in production with a resulting increase in the supply of shell eggs, which generally caused a drop in shell egg prices until supply and demand returned to balance.  As a result, our financial results from year to year may vary significantly.   Shorter term, retail sales of shell eggs historically have been greatest during the fall and winter months and lowest during the summer months.  Our need for working capital generally is highest in the last and first fiscal quarters ending in May and August, respectively, when egg prices are normally at seasonal lows.   Prices for shell eggs fluctuate in response to seasonal factors and a natural increase in shell egg production in the spring and early summer.  Shell egg prices tend to increase with the start of the school year and are highest prior to holiday periods, particularly Thanksgiving, Christmas, and Easter.  Consequently, we generally experience lower sales and net income in our first and fourth fiscal quarters ending in August and May, 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.
 
From April through June 2015, our industry experienced a significant avian influenza (“AI”) outbreak, primarily in the upper Midwestern U.S.  There were no positive tests for AI at any of our locations. Based on several published industry estimates, we believe approximately 12% of the national flock of laying hens was affected.  During April through June 2015, the affected laying hens were either destroyed by the disease or euthanized. The USDA data showed the supply of laying hens decreased substantially. Since that time, it began to recover and eventually exceed pre-AI levels by late 2016. Recent USDA reports show the chick hatch rate has been up for the last eight months, and has increased by approximately 10% since the beginning of calendar 2018. Given this trend, the projected increase in the U.S. laying hen flock and potential excess shell egg supply could create additional pricing pressure.


22


Egg prices increased significantly during the summer and fall of 2015. The average Urner-Barry Thursday prices for the large market (i.e. generic shell eggs) in the southeastern region for the months of June through November 2015 was $2.32 per dozen, with a peak of $2.97 in August.  Subsequent to November 2015, shell egg prices declined. The Urner Barry price index ("UB index") hit a decade-low level in both our fiscal 2016 fourth quarter and our fiscal 2017 second quarter. During our fiscal 2018, non-specialty shell egg prices rebounded significantly due to strong demand, illustrating the volatility of our industry. Our net average selling price per dozen shell eggs for fiscal 2018 increased to $1.397 compared to $1.007 for fiscal 2017, including an increase in non-specialty shell egg prices to $1.226 in fiscal 2018 compared to $0.705 in fiscal 2017.

We are one of the largest producers and marketers of value-added specialty shell eggs in the U.S. For accounting purposes, we classify nutritionally enhanced, cage-free, organic and brown eggs as specialty shell eggs. They have been a significant and growing segment of the market in recent years. In recent years, a significant number of large restaurant chains, food service companies and grocery chains, including our largest customers, announced goals to transition to a cage-free egg supply chain by specified future dates. We are working with our customers to achieve smooth progress in meeting their goals. Our focus for future expansion at our farms will be environments that are cage-free or with equipment that can easily be converted to cage-free, based on a timeline to meet our customer’s needs.

For fiscal 2018, we produced approximately 84% of the total number of shell eggs sold by us, with approximately 9% of such shell egg production provided by contract producers. Contract producers utilize their facilities to produce shell eggs from layers owned by us. We own the shell eggs produced under these arrangements. For fiscal 2018, approximately 16% of the total number of shell eggs sold by us were purchased from outside producers for resale.

Our cost of production is materially affected by feed costs, which are highly volatile and subject to wide fluctuation.  For fiscal 2018, feed costs averaged about 57% of our total farm egg production cost.  Changes in market prices for corn and soybean meal, the primary ingredients in the feed we use, result in changes in our cost of goods sold.   For our last five fiscal years, average feed cost per dozen sold ranged from a low of $0.39 in fiscal 2018 to a high of $0.49 in fiscal 2014.  The cost of our primary feed ingredients, which are commodities, are subject to factors over which we have little or no control such as volatile price changes caused by weather, size of harvest, transportation and storage costs, demand and the agricultural and energy policies of the U.S. and foreign governments. The current corn and soybean crops are ahead of schedule, and favorable growing conditions should support lower prices for feed ingredients. However, the current geopolitical risks associated with the recently imposed and additional proposed tariffs are creating more price volatility and uncertainty.


23


RESULTS OF OPERATIONS

The following table sets forth, for the fiscal years indicated, certain items from our consolidated statements of operations expressed as a percentage of net sales.
 
 
June 2, 2018
 
June 3, 2017
 
May 28, 2016
Net sales
 
100.0
 %
 
100.0
 %
 
100.0
 %
Cost of sales
 
76.0
 %
 
95.8
 %
 
66.0
 %
Gross profit
 
24.0
 %
 
4.2
 %
 
34.0
 %
Selling, general and administrative
 
11.8
 %
 
16.2
 %
 
9.3
 %
Legal settlement expense
 
5.4
 %
 
 %
 
 %
Loss (gain) on disposal of fixed assets
 
 %
 
0.3
 %
 
(0.1
)%
Operating income (loss)
 
6.8
 %
 
(12.3
)%
 
24.8
 %
Other income
 
1.0
 %
 
1.7
 %
 
0.8
 %
Income (loss) before income taxes and noncontrolling interest
 
7.8
 %
 
(10.6
)%
 
25.6
 %
Income tax expense (benefit)
 
(0.6
)%
 
(3.7
)%
 
8.9
 %
Net income (loss) including noncontrolling interest
 
8.4
 %
 
(6.9
)%
 
16.7
 %
Less:  Net income (loss) attributable to noncontrolling interest
 
 %
 
 %
 
0.1
 %
Net income (loss) attributable to Cal-Maine Foods, Inc.
 
8.4
 %
 
(6.9
)%
 
16.6
 %

Executive Overview of Results – June 2, 2018,  June 3, 2017, and May 28, 2016

Our operating results are significantly affected by wholesale shell egg market prices and feed costs, which can fluctuate widely and are outside of our control.  The majority of our shell eggs are sold at prices related to the Urner Barry Spot Egg Market Quotations for the southeastern and southcentral regions of the country, or formulas related to our costs of production which include the cost of corn and soybean meal.  The following table shows our net income (loss), gross profit, net average shell egg selling price, the average Urner Barry wholesale large shell egg prices in the southeast region, and feed cost per dozen produced for each of our three most recent fiscal years. 
Fiscal Year ended
 
June 2, 2018
 
June 3, 2017
 
May 28, 2016
Net income (loss) attributable to Cal-Maine Foods, Inc. - (in thousands)
 
$
125,932

 
$
(74,278
)
 
$
316,041

Gross profit (in thousands)
 
361,046

 
45,550

 
648,074

Net average shell egg selling price (rounded)
 
1.40

 
1.01

 
1.74

Average Urner Barry Spot Egg Market Quotations 1
 
1.49

 
0.85

 
1.79

Feed cost per dozen produced
 
0.394

 
0.399

 
0.414

1-
Average Thursday price for the large market (i.e. generic shell eggs) in the southeastern region

The shell egg industry has traditionally been subject to periods of high profitability followed by periods of significant loss. The periods of high profitability have often reflected increased consumer demand relative to supply while the periods of significant loss have often reflected excess supply for the then prevailing consumer demand.  Historically, demand for shell eggs increases in line with overall population growth. As reflected above, our operating results fluctuate with changes in the spot egg market quote and feed costs.   The net average shell egg selling price is the blended price for all sizes and grades of shell eggs, including non-graded shell egg sales, breaking stock and undergrades.  In fiscal 2016, our net average net selling price reflected strong demand for shell eggs across our markets as well as supply constraints resulting from the outbreak of avian influenza ("AI"), and feed costs decreased over the previous fiscal year.  In fiscal 2017, our net average selling price and dozens sold decreased over the previous fiscal year primarily due to the oversupply of eggs resulting from the repopulation of the national flock of laying hens to levels exceeding the pre-AI flock and a reduced demand for egg products.  In fiscal 2018, strong demand resulted in an increase in our average selling price and dozens sold, and feed costs continued to decrease over prior years. Results for fiscal 2018 were favorably affected by a $43.0 million tax benefit related to the Tax Cuts and Jobs Act and were

24


negatively affected by an after-tax charge of $54.8 million recorded in the second quarter related to the settlement of certain previously disclosed antitrust litigation. Gross profit and net income for fiscal 2018 increased significantly compared to the prior year, primarily due to increased selling prices for non-specialty eggs.

Fiscal Year Ended June 2, 2018 Compared to Fiscal Year Ended June 3, 2017

NET SALES

Net sales for the fiscal year ended June 2, 2018 were $1,502.9 million, an increase of $428.4 million, or 39.9%, from net sales of $1,074.5 million for fiscal 2017. We believe the increase was primarily due to strong demand for eggs in fiscal 2018, resulting in significantly higher prices for non-specialty eggs, contrasted with fiscal 2017 in which we experienced an oversupply of eggs resulting from the market disruption caused by the AI outbreak in 2015 discussed above.    

In fiscal 2018, shell egg sales made up approximately 97% of our net sales. Total dozens sold in fiscal 2018 were 1,037.7 million, an increase of 6.6 million dozen, or  0.6%, compared to 1,031.1 million sold in fiscal 2017 resulting in an increase in net sales of $6.6 million for fiscal 2018 compared with the prior year.

Net average selling price of shell eggs increased from $1.007 per dozen for fiscal 2017 to $1.397 per dozen for fiscal 2018, an increase of $0.39 per dozen, or 38.7%, primarily reflecting increased demand for eggs compared with the prior year in which we experienced an oversupply of eggs.  The increase in sales price in fiscal 2018 from fiscal 2017 resulted in a corresponding increase in net sales of approximately $404.7 million. Our operating results are significantly affected by wholesale shell egg market prices, which are outside of our control. Small changes in production or demand levels can have a large effect on shell egg prices.

Egg products accounted for approximately 3% of our net sales. These revenues were $43.5 million for the fiscal year ended June 2, 2018 compared with $24.9 million for the fiscal 2017.



25


The table below represents an analysis of our non-specialty and specialty, as well as co-pack specialty, shell egg sales.  Following the table is a discussion of the information presented in the table.  
 
Fiscal Years Ended
 
Quarters Ended
 
June 2, 2018
 
June 3, 2017
 
June 2, 2018
 
June 3, 2017
 
52 weeks
 
53 weeks
 
13 weeks
 
14 weeks
 
(Amounts in thousands)
 
(Amounts in thousands)
Net sales
$
1,502,932

 
 

 
$
1,074,513

 
 

 
$
443,095

 
 

 
$
274,584

 
 

Shell egg sales:
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Non-specialty
956,909

 
65.6
%
 
548,858

 
52.3
%
 
294,892

 
68.8
%
 
145,454

 
54.3
%
Specialty
467,469

 
32.0
%
 
457,617

 
43.6
%
 
124,400

 
29.0
%
 
112,744

 
42.0
%
Co-pack specialty
26,092

 
1.8
%
 
32,689

 
3.1
%
 
7,216

 
1.7
%
 
7,198

 
2.7
%
Other
8,943

 
0.6
%
 
10,423

 
1.0
%
 
2,152

 
0.5
%
 
2,594

 
1.0
%
Net shell egg sales
$
1,459,413

 
100.0
%
 
$
1,049,587

 
100.0
%
 
$
428,660

 
100.0
%
 
$
267,990

 
100.0
%
As a percent of net sales
 
 
97
%
 
 
 
98
%
 
 
 
97
%
 
 
 
98
%
Dozens sold:
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Non-specialty
780,362

 
75.2
%
 
778,538

 
75.5
%
 
184,301

 
73.1
%
 
207,428

 
76.0
%
Specialty
244,022

 
23.5
%
 
236,067

 
22.9
%
 
64,081

 
25.5
%
 
61,862

 
22.7
%
Co-pack specialty
13,329

 
1.3
%
 
16,525

 
1.6
%
 
3,573

 
1.4
%
 
3,725

 
1.3
%
Total dozens sold
1,037,713

 
100.0
%
 
1,031,130

 
100.0
%
 
251,955

 
100.0
%
 
273,015

 
100.0
%
 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Net average selling price per dozen:
 
 
 
 
 
 
 
 
 
 
 
 
All shell eggs
$
1.397

 
 

 
$
1.007

 
 

 
$
1.694

 
 

 
$
0.973

 
 

Non-specialty
$
1.226

 
 
 
$
0.705

 
 
 
$
1.600

 
 
 
$
0.701

 
 
Specialty
$
1.916

 
 
 
$
1.939

 
 
 
$
1.941

 
 
 
$
1.823

 
 
    
Non-specialty shell eggs include all shell egg sales not specifically identified as specialty or co-pack specialty shell egg sales.   This market is characterized generally by an inelasticity of demand, and small increases in production or decreases in demand can have a large adverse effect on prices and vice-versa.  In fiscal 2018, non-specialty shell eggs represented approximately 65.6% of our shell egg revenue, compared to 52.3% for fiscal 2017, reflecting the large increase in net average selling price for non-specialty eggs from $0.705 per dozen in fiscal 2017 to $1.226 per dozen in fiscal 2018.  Sales of non-specialty shell eggs accounted for approximately 75.2% and 75.5% of total shell egg volume in fiscal 2018 and 2017, respectively.

For the thirteen-week period ended June 2, 2018, non-specialty shell eggs represented approximately 68.8% of our shell egg revenue, compared to 54.3% for the fourteen-week period ended June 3, 2017, reflecting the large increase in net average selling price for non-specialty eggs during the fourth quarter of fiscal 2018 compared to the same period of last year ($1.600 per dozen in the 2018 period compared to $0.701 per dozen in the 2017 period) partially offset by a decrease in non-specialty dozens sold.   For the thirteen-week period ended June 2, 2018, non-specialty shell eggs accounted for approximately 73.1% of the total shell egg volume, compared to 76.0% for the fourteen-week period ended June 3, 2017. The volume decrease for non-specialty shell eggs for the fiscal 2018 fourth quarter reflected the extra week of sales in the prior year period.

Specialty eggs, which include nutritionally enhanced, cage-free, organic and brown eggs, continued to make up a significant portion of our total shell egg revenue and dozens sold in fiscal 2018.  For fiscal 2018, specialty eggs accounted for 32.0% of shell egg revenue, compared to 43.6% in fiscal 2017. Specialty eggs accounted for 23.5% of shell egg volume in fiscal 2018 compared with 22.9% fiscal 2017.  Additionally, for fiscal 2018, specialty eggs sold through co-pack arrangements accounted for 1.8% of shell egg revenue, compared to 3.1% in fiscal 2017, and 1.3%

26


of shell egg volume in fiscal 2018 compared to 1.6% in fiscal 2017.  Our net average selling price for specialty eggs was $1.916 per dozen for fiscal 2018 compared to $1.939 per dozen for fiscal 2017. Specialty egg retail prices are less cyclical than non-specialty shell egg prices and are generally higher due to consumer willingness to pay for the perceived increased benefits from these products. This effect was particularly evident in recent years as non-specialty egg prices declined in fiscal 2017 and rebounded in fiscal 2018, while specialty egg prices remained much more stable.

For the thirteen-week period ended June 2, 2018, specialty shell eggs and specialty shell eggs sold through co-pack arrangements represented approximately 29.0% and 1.7%, respectively, of our shell egg revenue, compared to 42.0% and 2.7%, respectively, for the fourteen-week period ended May 28, 2017.   For the thirteen-week period ended June 2, 2018, specialty shell eggs and specialty shell eggs sold through co-pack arrangements accounted for approximately 25.5% and 1.4%, respectively, of the total shell egg volume, compared to 22.7% and 1.3%, respectively, for the fourteen-week period ended June 3, 2017. Our net average selling price for specialty shell eggs and specialty shell eggs sold through co-pack arrangements was $1.941 per dozen for the fiscal 2018 fourth quarter compared to $1.823 per dozen for the fiscal 2017 fourth quarter.

The shell egg sales classified as “Other sales” represent hard cooked eggs, hatching eggs, other egg products, hens, and manure, which are included with our shell egg operations.

Egg products are shell eggs that are broken and sold in liquid, frozen, or dried form.  Our egg products are sold through our wholly-owned subsidiary American Egg Products, LLC (“AEP”) and our majority owned subsidiary Texas Egg Products, LLC (“TEP”).  For fiscal 2018 egg product sales were $43.5 million, an increase of $18.6 million, or 74.7%, compared to $24.9 million for fiscal 2017.  Egg products volume for fiscal 2018 was 66.0 million pounds, an increase of 0.7 million pounds, or 1.1%, compared to 65.3 million pounds for fiscal 2017. In fiscal 2018, the selling price per pound was $0.659 compared to $0.382 for fiscal 2017, an increase of 72.5%. The increase in market prices for egg products in the current fiscal year is due to increased demand for egg products.


27


COST OF SALES

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.    The following table presents the key variables affecting our cost of sales:
 
 
Fiscal Year Ended
 
Quarter Ended
(Amounts in thousands)
 
June 2, 2018
 
June 3, 2017
 
Percent Change
 
June 2, 2018
 
June 3, 2017
 
Percent Change
 
 
52 weeks

 
53 weeks

 
 
 
13 weeks

 
14 weeks

 
 
Cost of sales:
 
 

 
 

 
 

 
 

 
 

 
 

Farm production
 
$
603,887

 
$
598,412

 
0.9
 %
 
$
155,471

 
$
159,482

 
(2.5
)%
Processing and packaging
 
214,078

 
202,225

 
5.9
 %
 
53,734

 
54,896

 
(2.1
)%
Outside egg purchases and other
 
287,472

 
207,495

 
38.5
 %
 
81,623

 
41,663

 
95.9
 %
Total shell eggs
 
1,105,437

 
1,008,132

 
9.7
 %
 
290,828

 
256,041

 
13.6
 %
Egg products
 
35,551

 
19,766

 
79.9
 %
 
10,743

 
6,075

 
76.8
 %
Other
 
898

 
1,065

 
(15.7
)%
 
308

 
462

 
(33.3
)%
Total
 
$
1,141,886

 
$
1,028,963

 
11.0
 %
 
$
301,879

 
$
262,578

 
15.0
 %
 
 
 

 
 

 
 

 
 

 
 

 
 

 
 
 

 
 

 
 

 
 

 
 

 
 

Farm production cost (per dozen produced)
 
 

 
 

 
 

 
 

 
 

 
 

Feed
 
$
0.394

 
$
0.399

 
(1.3
)%
 
$
0.416

 
$
0.381

 
9.2
 %
Other
 
0.303

 
0.294

 
3.1
 %
 
0.311

 
0.298

 
4.4
 %
Total
 
$
0.697

 
$
0.693

 
0.6
 %
 
$
0.727

 
$
0.679

 
7.1
 %
 
 
 

 
 

 
 

 
 

 
 

 
 

Outside egg purchases (average cost per dozen)
 
$
1.45

 
$
1.01

 
43.6
 %
 
$
1.82

 
$
0.90

 
102.2
 %
 
 
 

 
 

 
 

 
 

 
 

 
 

Dozen produced
 
873,307

 
870,252

 
0.4
 %
 
215,729

 
237,006

 
(9.0
)%
Dozen sold
 
1,037,713

 
1,031,130

 
0.6
 %
 
251,955

 
273,015

 
(7.7
)%

Cost of sales for the fiscal year ended June 2, 2018 was $1,141.9 million, an increase of $112.9 million, or 11.0%, compared to $1,029.0 million for fiscal 2017.  Comparing fiscal 2018 to fiscal 2017, average cost per dozen purchased from outside shell egg producers and dozens produced increased while cost of feed ingredients decreased.  For the 2018 fiscal year we produced 84.2% of the eggs sold by us, as compared to 84.4% for the previous year. Feed cost for fiscal 2018 was $0.394 per dozen, compared to $0.399 per dozen for the prior fiscal year, a decrease of 1.3%.  The decrease in feed cost per dozen resulted in a decrease in cost of sales of $4.4 million for fiscal 2018 compared with fiscal 2017

For the thirteen weeks ended June 2, 2018, compared to the fourteen weeks ended June 3, 2017, cost of sales increased $39.3 million, or 15.0%, from $262.6 million in the fourth quarter of fiscal 2017, to $301.9 million in the current period.  Feed cost per dozen for the fourth quarter of fiscal 2018 was $0.416, compared to $0.381 for the same quarter of fiscal 2017, an increase of 9.2%, reflecting increased feed ingredient costs.

Gross profit, as a percentage of net sales, was 24.0% for fiscal 2018, compared to 4.2% for fiscal 2017. The increase resulted primarily from higher selling prices for non-specialty eggs and stronger demand.
    

28


SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES
 
 
Fiscal Years Ended
(Amounts in thousands)
 
June 2, 2018
 
June 3, 2017
 
Change
 
Percent Change
 
 
52 Weeks
 
53 Weeks
 
 
Specialty egg
 
$
54,300

 
$
56,522

 
$
(2,222
)
 
(3.9
)%
Delivery expense
 
53,177

 
53,282

 
(105
)
 
(0.2
)%
Payroll and overhead
 
37,191

 
35,101

 
2,090

 
6.0
 %
Stock compensation
 
3,467

 
3,427

 
40

 
1.2
 %
Other expenses
 
29,014

 
25,648

 
3,366

 
13.1
 %
Total
 
$
177,149

 
$
173,980

 
$
3,169

 
1.8
 %

Selling, general and administrative expenses ("SG&A"), which include costs of marketing, distribution, accounting and corporate overhead, were  $177.1 million in fiscal 2018, an increase of $3.2 million, or 1.8%, compared to $174.0 million for fiscal 2017.  As a percent of net sales, selling, general and administrative expense decreased from 16.2% in fiscal 2017 to 11.8% in fiscal 2018, due to the increase in net sales in fiscal 2018.

The decrease in specialty egg expense for fiscal 2018 compared to fiscal 2017 is due to refunded promotional allowances and reduced current year promotions.  Payroll and overhead increased $2.1 million, or 6.0%, compared to the same period of last year primarily due to increased bonuses, partially offset by fiscal 2018 having one less week than fiscal 2017.  As a percentage of net sales, payroll and overhead is 2.5% and 3.3% for fiscal 2018 and 2017, respectively.  As a percentage of net sales, delivery expense is 3.5% and 5.0% for fiscal 2018 and 2017, respectively, decreasing due to the increased net sales in fiscal 2018.  
 
 
Quarters Ended
(Amounts in thousands)
 
June 2, 2018
 
June 3, 2017
 
Change
 
Percent Change
 
 
13 Weeks
 
14 Weeks
 
 
Specialty egg
 
$
16,878

 
$
14,364

 
$
2,514

 
17.5
 %
Delivery expense
 
13,496

 
13,712

 
(216
)
 
(1.6
)%
Payroll and overhead
 
10,024

 
11,156

 
(1,132
)
 
(10.1
)%
Stock compensation
 
888

 
947

 
(59
)
 
(6.2
)%
Other expenses
 
7,817

 
7,816

 
1

 
 %
Total
 
$
49,103

 
$
47,995

 
$
1,108

 
2.3
 %

SG&A expense was $49.1 million for the fourteen weeks ended June 2, 2018, an increase of $1.1 million, or 2.3%, compared to $48.0 million for the thirteen weeks ended June 3, 2017. The increase in specialty egg expense for the fiscal 2018 fourth quarter is attributable to timing of advertising and promotion expenses. Payroll and overhead decreased $1.1 million, or 10.1%, compared to the same period of last year due to the extra week in the prior fiscal year period.

LEGAL SETTLEMENT EXPENSE

On December 29, 2017, the Company reached an agreement on material terms of the settlement of several large direct action purchasers' antitrust claims against the Company. Pursuant to the agreement, the Company settled the claims with a single $80.8 million payment, which is $54.8 million net of tax, or $1.13 per basic and diluted share. The Company paid the settlement on March 23, 2018.



29


LOSS ON DISPOSAL OF FIXED ASSETS

We recorded losses on disposal of fixed assets of $473,000 and $3.7 million for fiscal 2018 and 2017, respectively, due to the retirement of layer houses at certain locations in the prior year period.

OPERATING INCOME (LOSS)

As a result of the above, our operating income was $102.7 million for fiscal 2018, compared to operating loss of $132.1 million for fiscal 2017.
 
OTHER INCOME (EXPENSE)

Total other income (expense) consists of income (expenses) not directly charged to, or related to, operations such as interest expense, interest income, patronage dividends, and equity in earnings of affiliates, among other items. Total other income for fiscal 2018 was $14.7 million compared to $17.8 million for fiscal 2017.  As a percent of net sales, total other income was 1.0% for fiscal 2018, compared to 1.7% for fiscal 2017.

The Company recorded interest income of $3.7 million in fiscal 2018, compared to $3.1 million for the same period of last year. We recorded interest expense of $482,000 and $1.4 million in fiscal 2018 and 2017, respectively, of which $217,000 was capitalized in fiscal 2018 compared with $1.1 million in fiscal 2017.  Interest income from available for sale securities increased due to higher average invested balances and higher rates earned. The reduction of interest expense resulted from lower levels of outstanding debt.

Patronage dividends, which represent distributions from our membership in Eggland's Best, Inc., increased $621,000 from $7.7 million in fiscal 2017 to $8.3 million in fiscal 2018.

Equity in income of affiliates for fiscal 2018 was $3.5 million compared to $1.4 million for fiscal 2017.  The increase of $2.1 million is primarily due to increased income from specialty egg sales in our unconsolidated specialty egg joint ventures and reduced losses at our Red River joint venture.

Other, net for fiscal 2018 was a loss of $573,000 compared to income of $6.0 million for fiscal 2017. The decrease is primarily due to our receipt in the fourth quarter of fiscal 2017 of payment of claims related to the Deepwater Horizon Economic and Property Damages Settlement Program. Our recovery, net of applicable fees, was $5.5 million.

INCOME TAXES

On December 22, 2017, the President of the United States signed into law the Tax Cuts and Jobs Act of 2017 (the “Act”). The new tax legislation reduces the United States corporate tax rate from 35% to 21% effective January 1, 2018.

For the fiscal year ended June 2, 2018, our pre-tax income was $117.3 million, compared to pre-tax loss of $114.3 million for fiscal 2017. Income tax benefit of $8.9 million was recorded for fiscal 2018 with an effective income tax rate of 7.6%, including the impact of the Act, compared to income tax benefit of $39.9 million for fiscal 2017 with an effective income tax rate of 34.9%. Due to the enactment of the Act, we recorded an income tax benefit of $43 million for the year ended June 2, 2018 related to revaluation of our net deferred tax liabilities.

The rate change is administratively effective at the beginning of our fiscal year, resulting in a blended rate for the fiscal year period. As a result, the blended statutory tax rate for the fiscal year is 29.1%.

At June 2, 2018, the Company had an income tax payable of $17.4 million compared to an income tax receivable of $52.7 million at June 3, 2017. The change is primarily due to receipt during the second quarter of fiscal 2018 of a $45.0 million federal tax refund related to the carryback of fiscal 2017 losses combined with the fiscal year 2018's net income.

30



For the thirteen weeks ended June 2, 2018, our pretax income was $93.9 million and our income tax expense was $21.8 million with an effective income tax rate of 23.3%, including the impact of the Act. The low effective rate was primarily related to additional income tax benefit recorded in connection with the Act.

Historically, our effective rate differs from the federal statutory income tax rate due to state income taxes 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, the domestic manufacturers deduction, and net income or loss attributable to noncontrolling interest.  The enacted rate change from 35% to 21% also caused the fiscal year effective rate to be significantly different from the Company’s historical annual effective rate.  The Company’s effective federal income tax rate for future fiscal years under current legislation is expected to be 21% plus a state income tax effective rate of approximately 3%.

NET INCOME (LOSS) ATTRIBUTABLE TO NONCONTROLLING INTEREST

Net income attributable to noncontrolling interest for fiscal 2018 was $264,000 compared to net loss of $149,000 for fiscal 2017.

NET INCOME (LOSS) ATTRIBUTABLE TO CAL-MAINE FOODS, INC.

As a result of the above, net income for fiscal 2018 was $125.9 million, or $2.60 per basic and diluted share, compared to net loss of $74.3 million, or $1.54 per basic and diluted share for fiscal 2017

Fiscal Year Ended June 3, 2017 Compared to Fiscal Year Ended May 28, 2016

NET SALES

In fiscal 2017, approximately 98% of our net sales consisted of shell eggs and approximately 2% was egg products.  Net sales for the fiscal year ended June 3, 2017 were $1,074.5 million, a decrease of $834.2 million, or 43.7%, from net sales of $1,908.7 million for fiscal 2016.  In fiscal 2017 total dozens of eggs sold decreased and egg selling prices decreased as compared to fiscal 2016. In fiscal 2017 total dozens of shell eggs sold were 1,031.1 million, a decrease of 22.5 million dozen, or  2.1%, compared to 1,053.6 million sold in fiscal 2016 resulting in a decrease in net sales of $22.6 million for fiscal 2017 compared with the prior year. We believe the decrease was primarily due to an oversupply of eggs in fiscal 2017 contrasted with fiscal 2016 in which we experienced supply constraints resulting from the AI outbreak.  Our average selling price of shell eggs decreased from $1.735 per dozen for fiscal 2016 to $1.007 per dozen for fiscal 2017, a decrease of $0.728 per dozen, or 42.0%, primarily reflecting pressure on market prices induced by the oversupply of eggs compared with the prior year in which we experienced higher egg prices resulting from the AI outbreak.  The decrease in sales price in fiscal 2017 from fiscal 2016 resulted in a corresponding decrease in net sales of approximately $750.7 million.  The remainder of our decrease in net sales was the result of decreased sales of egg products which is discussed later in this section.  Our operating results are significantly affected by wholesale shell egg market prices, which are outside of our control. Small changes in production or demand levels can have a large effect on shell egg prices. 


31


The table below represents an analysis of our non-specialty and specialty, as well as co-pack specialty, shell egg sales.  Following the table is a discussion of the information presented in the table.  
 
Fiscal Years Ended
 
Quarters Ended
 
June 3, 2017
 
May 28, 2016
 
June 3, 2017
 
May 28, 2016
 
53 weeks
 
52 weeks
 
14 weeks
 
13 Weeks
 
(Amounts in thousands)
 
(Amounts in thousands)
Net sales
$
1,074,513

 
 

 
$
1,908,650

 
 

 
$
274,584

 
 

 
$
303,020

 
 

Shell egg sales:
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Non-specialty
548,858

 
52.3
%
 
1,243,377

 
67.7
%
 
145,454

 
54.3
%
 
163,882

 
55.6
%
Specialty
457,617

 
43.6
%
 
534,754

 
29.1
%
 
112,744

 
42.0
%
 
118,356

 
40.2
%
Co-pack specialty
32,689

 
3.1
%
 
49,282

 
2.7
%
 
7,198

 
2.7
%
 
9,021

 
3.1
%
Other
10,423

 
1.0
%
 
10,533

 
0.5
%
 
2,594

 
1.0
%
 
3,245

 
1.1
%
Net shell egg sales
$
1,049,587

 
100.0
%
 
$
1,837,946

 
100.0
%
 
$
267,990

 
100.0
%
 
$
294,504

 
100.0
%
As a percent of net sales
 
 
98
%
 
 
 
96
%
 
 
 
98
%
 
 
 
97
%
Dozens sold:
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Non-specialty
778,538

 
75.5
%
 
791,058

 
75.1
%
 
207,428

 
76.0
%
 
189,850

 
75.0
%
Specialty
236,067

 
22.9
%
 
241,603

 
22.9
%
 
61,862

 
22.7
%
 
58,856

 
23.3
%
Co-pack specialty
16,525

 
1.6
%
 
20,936

 
2.0
%
 
3,725

 
1.3
%
 
4,371

 
1.7
%
Total dozens sold
1,031,130

 
100.0
%
 
1,053,597

 
100.0
%
 
273,015

 
100.0
%
 
253,077

 
100.0
%
 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Net average selling price per dozen:
 
 
 
 
 
 
 
 
 
 
 
 
All shell eggs
$
1.007

 
 

 
$
1.735

 
 

 
$
0.973

 
 

 
$
1.152

 
 

Non-specialty
$
0.705

 
 
 
$
1.572

 
 
 
$
0.701

 
 
 
$
0.863

 
 
Specialty
$
1.939

 
 
 
$
2.213

 
 
 
$
1.823

 
 
 
$
2.011

 
 
    
Non-specialty shell eggs include all shell egg sales not specifically identified as specialty or co-pack specialty shell egg sales.   This market is characterized generally by an inelasticity of demand, and small increases in production or decreases in demand can have a large adverse effect on prices and vice-versa.  In fiscal 2017, non-specialty shell eggs represented approximately 52.3% of our shell egg revenue, compared to 67.7% for fiscal 2016, reflecting the large decrease in net average selling price for non-specialty eggs from $1.572 per dozen in fiscal 2016 to $0.705 per dozen in fiscal 2017.  Sales of non-specialty shell eggs accounted for approximately 75.5% and 75.1% of total shell egg volumes in fiscal 2017 and 2016, respectively.

For the fourteen-week period ended June 3, 2017, non-specialty shell eggs represented approximately 54.3% of our shell egg revenue, compared to 55.6% for the thirteen-week period ended May 28, 2016, reflecting the large decrease in net average selling price for non-specialty eggs during the 2017 period compared to the same period of 2016 ($0.701 per dozen in the 2017 period compared to $0.863 per dozen in the 2016 period) partially offset by an increase in non-specialty dozens sold.   For the fourteen-week period ended June 3, 2017, non-specialty shell eggs accounted for approximately 76.0% of the total shell egg volume, compared to 75.0% for the thirteen-week period ended May 28, 2016. The volume increase for both non-specialty and specialty shell eggs for the fiscal 2017 fourth quarter reflected the extra week of production in the period.


32


Specialty eggs, which include nutritionally enhanced, cage-free, organic and brown eggs, continued to make up a significant portion of our total shell egg revenue and dozens sold in fiscal 2017.  For fiscal 2017, specialty eggs accounted for 43.6% of shell egg revenue, compared to 29.1% in fiscal 2016. Specialty eggs accounted for 22.9% of shell egg volume in both fiscal 2017 and fiscal 2016.  Additionally, for fiscal 2017, specialty eggs sold through co-pack arrangements accounted for 3.1% of shell egg revenue, compared to 2.7% in fiscal 2016, and 1.6% of shell egg volume in fiscal 2017 compared to 2.0% in fiscal 2016.  Our net average selling price for specialty eggs was $1.939 per dozen for fiscal 2017 compared to $2.213 per dozen for fiscal 2016. Specialty egg retail prices are less cyclical than non-specialty shell egg prices and are generally higher due to consumer willingness to pay for the perceived increased benefits from these products. This effect was particularly evident in fiscal 2017 and the last two quarters of fiscal 2016 as non-specialty egg prices declined more than specialty egg prices. However, as non-specialty egg prices declined, we experienced some margin and volume pressures on specialty egg sales.

For the fourteen-week period ended June 3, 2017, specialty shell eggs and specialty shell eggs sold through co-pack arrangements represented approximately 42.0% and 2.7%, of our shell egg revenue, compared to 40.2% and 3.1%, respectively, for the thirteen-week period ended May 28, 2016.   As previously discussed, selling prices for non-specialty eggs were lower during the fiscal 2017 fourth quarter resulting in a larger percentage of our shell egg sales being attributable to the less cyclical specialty shell eggs.  For the fourteen-week period ended June 3, 2017, specialty shell eggs and specialty shell eggs sold through co-pack arrangements accounted for approximately 22.7% and 1.3% of the total shell egg volume, compared to 23.3% and 1.7%, respectively, for the thirteen-week period ended May 28, 2016. Our net average selling price for specialty eggs was $1.823 per dozen for the fiscal 2017 fourth quarter compared to $2.011 per dozen for the fiscal 2016 fourth quarter.

The loss of a portion of a major customer's co-pack business in the fourth quarter of fiscal 2016 also had a negative impact on our fiscal 2017 dozens sold and revenue.

The shell egg sales classified as “Other sales” represent hard cooked eggs, hatching eggs, other egg products, hens, and manure, which are included with our shell egg operations.

Egg products are shell eggs that are broken and sold in liquid, frozen, or dried form.  Our egg products are sold through our wholly-owned subsidiary American Egg Products, LLC (“AEP”) and our majority owned subsidiary Texas Egg Products, LLC (“TEP”).  For fiscal 2017 egg product sales were $24.9 million, a decrease of $45.8 million, or 64.7%, compared to $70.7 million for fiscal 2016.  Egg products volume for fiscal 2017 was 65.3 million pounds, an increase of 6.8 million pounds, or 11.6%, compared to 58.5 million pounds for fiscal 2016. In fiscal 2017, the selling price per pound was $0.382 compared to $1.213 for fiscal 2016, a decrease of 68.5%. The decrease in market prices for egg products in fiscal year 2017 is due to reduced demand for egg products in contrast with extraordinarily high prices for the prior fiscal year which reflected the shortage of supply caused by AI.


33


COST OF SALES

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.    The following table presents the key variables affecting our cost of sales:
 
 
Fiscal Year Ended
 
Quarter Ended
(Amounts in thousands)
 
June 3, 2017
 
May 28, 2016
 
Percent Change
 
June 3, 2017
 
May 28, 2016
 
Percent Change
 
 
53 weeks

 
52 weeks

 
 
 
14 weeks

 
13 weeks

 
 
Cost of sales:
 
 

 
 

 
 

 
 

 
 

 
 

Farm production
 
$
598,412

 
$
562,521

 
6.4
 %
 
$
159,482

 
$
135,187

 
18.0
 %
Processing and packaging
 
202,225

 
184,586

 
9.6
 %
 
54,896

 
45,089

 
21.8
 %
Outside egg purchases and other
 
207,495

 
464,008

 
(55.3
)%
 
41,663

 
75,311

 
(44.7
)%
Total shell eggs
 
1,008,132

 
1,211,115

 
(16.8
)%
 
256,041

 
255,587

 
0.2
 %
Egg products
 
19,766

 
48,584

 
(59.3
)%
 
6,075

 
6,473

 
(6.1
)%
Other
 
1,065

 
877

 
21.4
 %
 
462

 
280

 
65.0
 %
Total
 
$
1,028,963

 
$
1,260,576

 
(18.4
)%
 
$
262,578

 
$
262,340

 
0.1
 %
 
 
 

 
 

 
 

 
 

 
 

 
 

 
 
 

 
 

 
 

 
 

 
 

 
 

Farm production cost (per dozen produced)
 
 

 
 

 
 

 
 

 
 

 
 

Feed
 
$
0.399

 
$
0.414

 
(3.6
)%
 
$
0.381

 
$
0.396

 
(3.8
)%
Other
 
0.294

 
0.279

 
5.4
 %
 
0.298

 
0.290

 
2.8
 %
Total
 
$
0.693

 
$
0.693

 
 %
 
$
0.679

 
$
0.686

 
(1.0
)%
 
 
 

 
 

 
 

 
 

 
 

 
 

Outside egg purchases (average cost per dozen)
 
$
1.01

 
$
1.72

 
(41.3
)%
 
$
0.90

 
$
1.11

 
(18.9
)%
 
 
 

 
 

 
 

 
 

 
 

 
 

Dozen produced
 
870,252

 
819,307

 
6.2
 %
 
237,006

 
198,950

 
19.1
 %
Dozen sold
 
1,031,130

 
1,053,597

 
(2.1
)%
 
273,015

 
253,077

 
7.9
 %

Cost of sales for the fiscal year ended June 3, 2017 was $1,029.0 million, a decrease of $231.6 million, or 18.4%, compared to 1,260.6 million for fiscal 2016.  Comparing fiscal 2017 to fiscal 2016, average cost per dozen purchased from outside shell egg producers and cost of feed ingredients decreased while dozens produced increased.  For the 2017 fiscal year we produced 84.4% of the eggs sold by us, as compared to 77.8% for the previous year. The increase is the result of our acquisitions and expansion projects completed at our existing facilties. Feed cost for fiscal 2017 was $0.399 per dozen, compared to $0.414 per dozen for the prior fiscal year, a decrease of 3.6%.  The decrease in feed cost per dozen resulted in a decrease in cost of sales of $13.1 million for fiscal 2017 compared with fiscal 2016. 

For the fourteen weeks ended June 3, 2017, compared to the thirteen weeks ended May 28, 2016, cost of sales increased $238,000, or 0.1%, from $262.3 million in the fourth quarter of fiscal 2016, to $262.6 million in the 2017 period. Feed cost per dozen for the fourth quarter of fiscal 2017 was $0.381, compared to $0.396 for the same quarter of fiscal 2016, a decrease of 3.8%.

Gross profit, as a percentage of net sales, was 4.2% for fiscal 2017, compared to 34.0% for fiscal 2016. The decline resulted primarily from lower selling prices.
    

34


SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES
 
 
Fiscal Years Ended
(Amounts in thousands)
 
June 3, 2017
 
May 28, 2016
 
Change
 
Percent Change
 
 
53 Weeks
 
52 Weeks
 
 
Specialty egg
 
$
56,522

 
$
61,294

 
$
(4,772
)
 
(7.8
)%
Delivery expense
 
53,282

 
49,629

 
3,653

 
7.4
 %
Payroll and overhead
 
35,101

 
39,149

 
(4,048
)
 
(10.3
)%
Stock compensation
 
3,427

 
3,018

 
409

 
13.6
 %
Other expenses
 
25,648

 
24,670

 
978

 
4.0
 %
Total
 
$
173,980

 
$
177,760

 
$
(3,780
)
 
(2.1
)%

Selling, general and administrative expenses ("SG&A"), which include costs of marketing, distribution, accounting and corporate overhead, were  $174.0 million in fiscal 2017, a decrease of $3.8 million, or 2.1%, compared to $177.8 million for fiscal 2016.  As a percent of net sales, selling, general and administrative expense increased from 9.3% in fiscal 2016 to 16.2% in fiscal 2017, due to the reduction of net sales in fiscal 2017.

The impact of the fiscal 2017 acquisitions was an $8.1 million increase in SG&A compared to fiscal 2016. The decrease in specialty egg expense for fiscal 2017 compared to fiscal 2016 is attributable to a 2.3% decrease in specialty shell egg dozens sold resulting in a decrease in advertising promotions and franchise expense.  Payroll and overhead decreased $4.0 million, or 10.3%, compared to the same period of last year primarily due to increased bonuses in the 2016 fiscal year and decreased bonuses in fiscal 2017, partially offset by fiscal 2017 having one more week than fiscal 2016.  As a percentage of net sales, payroll and overhead is 3.3% and 2.1% for fiscal 2017 and 2016, respectively.  As a percentage of net sales, delivery expense is 5.0% and 2.6% for fiscal 2017 and 2016, respectively, increasing due to the reduced net sales in fiscal year 2017 as well as a 4.1% increase due to the impact of the acquisitions.  
 
 
Quarters Ended
(Amounts in thousands)
 
June 3, 2017
 
May 28, 2016
 
Change
 
Percent Change
 
 
14 Weeks
 
13 Weeks
 
 
Specialty egg
 
$
14,364

 
$
13,768

 
$
596

 
4.3
%
Delivery expense
 
13,712

 
11,945

 
1,767

 
14.8
%
Payroll and overhead
 
11,156

 
9,450

 
1,706

 
18.1
%
Stock compensation
 
947

 
843

 
104

 
12.3
%
Other expenses
 
7,816

 
6,398

 
1,418

 
22.2
%
Total
 
$
47,995

 
$
42,404

 
$
5,591

 
13.2
%

SG&A expense was $48.0 million for the fourteen weeks ended June 3, 2017, an increase of $5.6 million, or 13.2%, compared to $42.4 million for the thirteen weeks ended May 28, 2016. The increase in specialty egg expense for the fiscal 2017 fourth quarter is attributable to a 5.1% increase in specialty egg dozens sold due to the extra week in the fiscal quarter resulting in an increase in advertising promotions and franchise expense. Payroll and overhead increased $1.7 million, or 18.1%, compared to the same period of fiscal 2016 due to the Foodonics and Happy Hen acquisitions as well as the extra week in the fiscal 2017 fourth quarter, partially offset by reduced bonus accruals in 2017. Delivery expense increased $1.8 million for the fourteen weeks ended June 3, 2017 compared to the corresponding thirteen week period ended May 28, 2016, primarily due to the Foodonics acquisition. Other expenses for the fourteen weeks ended June 3, 2017 are up $1.4 million, or 22.2%, compared to the corresponding thirteen week period ended May 28, 2016, primarily due to an extra week in the 2017 period, an increase in legal and audit fees in the 2017 period, and the impact of the acquisitions.


35


LOSS (GAIN) ON DISPOSAL OF FIXED ASSETS

In fiscal 2017, we recorded a $3.7 million loss due to the retirement of layer houses at certain locations. In fiscal 2016 we recorded a gain on disposal of fixed assets of $1.6 million primarily due to the sale of property in Albuquerque, New Mexico.

OPERATING INCOME (LOSS)

As a result of the above, our operating loss was $132.1 million for fiscal 2017, compared to operating income of $471.9 million for fiscal 2016.
 
OTHER INCOME (EXPENSE)

Total other income (expense) consists of income (expenses) not directly charged to, or related to, operations such as interest expense, interest income, patronage dividends, and equity in earnings of affiliates, among other items. Total other income for fiscal 2017 was $17.8 million compared to $15.4 million for fiscal 2016.  As a percent of net sales, total other income was 1.7% for fiscal 2017, compared to 0.8% for fiscal 2016.

The Company recorded interest income of $3.1 million in fiscal 2017, compared to $4.3 million for the same period of last year. We recorded interest expense of $1.4 million and $2.3 million, of which $1.1 million was capitalized in both fiscal 2017 and 2016.  Interest income from available for sale securities decreased due to lower average invested balances. The reduction of interest expense resulted from lower levels of outstanding debt.

Patronage dividends, which represent distributions from our membership in Eggland's Best, Inc., increased $735,000 from $6.9 million in fiscal 2016 to $7.7 million in fiscal 2017.

Equity in income of affiliates for fiscal 2017 was $1.4 million compared to $5.0 million for fiscal 2016.  The decrease of $3.6 million is primarily due to losses at our Red River joint venture and decreased income from specialty egg sales in our other unconsolidated specialty egg joint ventures.

Other, net for fiscal 2017 was $6.0 million of income compared to $269,000 for fiscal 2016. The increase of $5.7 million is primarily due to our receipt in the fourth quarter of fiscal 2017 of payment of claims related to the Deepwater Horizon Economic and Property Damages Settlement Program. Our recovery, net of applicable fees, was $5.5 million.

INCOME TAXES

For the fiscal year ended June 3, 2017, our pre-tax loss was $114.3 million, compared to pre-tax income of $487.2 million for fiscal 2016. Income tax benefit of $39.9 million was recorded for fiscal 2017 with an effective income tax rate of 34.9%, compared to income tax expense of $169.2 million for fiscal 2016 with an effective income tax rate of 34.8%.

For the fourteen weeks ended June 3, 2017, our pretax loss was $33.2 million and our income tax benefit was $8.5 million with an effective income tax rate of 25.9%. The low effective rate i