UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

FORM 10-Q

(mark one)

☑  Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended February 29, 2020

OR

☐  Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from ____________ to ____________

Commission File Number:  000-38695

CAL-MAINE FOODS, INC.

(Exact name of registrant as specified in its charter)

Delaware	64-0500378
(State or other jurisdiction of incorporation or organization)	(I.R.S Employer Identification No.)

3320 Woodrow Wilson Avenue, Jackson, Mississippi  39209

(Address of principal executive offices) (Zip Code)

(601) 948-6813

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value per share	CALM	The NASDAQ Global Select Market

Indicate by check mark whether the registrant:  (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☑     No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑      No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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Large Accelerated filer	☑	Accelerated filer	☐
Non – Accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act			☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐    No ☑

There were 43,973,764 shares of Common Stock, $0.01 par value, and 4,800,000 shares of Class A Common Stock, $0.01 par value, outstanding as of March 30, 2020.

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CAL-MAINE FOODS, INC. AND SUBSIDIARIES

FORM 10-Q

INDEX

FOR THE QUARTER ENDED FEBRUARY 29, 2020

			Page Number
Part I.		Financial Information
	Item 1.	Condensed Consolidated Financial Statements (Unaudited)
		Condensed Consolidated Balance Sheets - February 29, 2020 and June 1, 2019	2
		Condensed Consolidated Statements of Operations - Thirteen and Thirty-nine Weeks Ended February 29, 2020 and March 2, 2019	3
		Condensed Consolidated Statements of Comprehensive Income (Loss) - Thirteen and Thirty-nine Weeks Ended February 29, 2020 and March 2, 2019	4
		Condensed Consolidated Statements of Cash Flows - Thirty-nine Weeks Ended February 29, 2020 and March 2, 2019	5
		Notes to Condensed Consolidated Financial Statements	6
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	32
	Item 4.	Controls and Procedures	32
Part II.		Other Information
	Item 1.	Legal Proceedings	33
	Item 1A.	Risk Factors	33
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	35
	Item 6.	Exhibits	36
	Signatures		37

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Index 

PART I.  FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

CAL-MAINE FOODS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except for par value amounts)

	February 29, 2020		June 1, 2019
ASSETS	(unaudited)
Current assets:
Cash and cash equivalents	$	67,753	$	69,247
Investment securities available-for-sale	80,863		250,181
Trade and other receivables (less allowance for doubtful accounts of
$825 and $206 at February 29, 2020 and June 1, 2019, respectively)	100,962		71,760
Inventories	191,421		172,237
Prepaid expenses and other current assets	4,371		4,328
Total current assets	445,370		567,753
Property, plant & equipment, net	542,996		455,347
Finance lease right-of-use asset, net	717		947
Operating lease right-of-use asset, net	2,726		—
Investments in unconsolidated entities	61,981		67,554
Goodwill	35,525		35,525
Intangible assets, net	23,576		23,762
Other long-term assets	4,138		5,390
TOTAL ASSETS	$	1,117,029	$	1,156,278
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	88,658	$	73,211
Current maturities of long-term debt	—		1,500
Current portion of finance lease obligation	203		196
Current portion of operating lease obligation	799		—
Total current liabilities	89,660		74,907
Long-term finance lease obligation	705		858
Long-term operating lease obligation	1,927		—
Other noncurrent liabilities	7,724		8,110
Deferred income taxes	68,981		82,597
Total liabilities	168,997		166,472
Commitments and contingencies - see Note 12
Stockholders’ equity:
Common stock, $0.01 par value, 120,000 authorized and 70,261 shares issued at
February 29, 2020 and June 1, 2019, respectively, and 43,974 and 43,895
shares outstanding at February 29, 2020 and June 1, 2019, respectively	703		703
Class A convertible common stock, $0.01 par value, 4,800 shares authorized,
issued and outstanding at February 29, 2020 and June 1, 2019	48		48
Paid-in capital	59,435		56,857
Retained earnings	914,234		954,527
Accumulated other comprehensive income (loss),net of tax	(298)		355
Common stock in treasury at cost – 26,287 and 26,366 shares at
February 29, 2020 and June 1, 2019	(26,674)		(25,866)
Total Cal-Maine Foods, Inc. stockholders’ equity	947,448		986,624
Noncontrolling interest in consolidated entities	584		3,182
Total stockholders’ equity	948,032		989,806
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	1,117,029	$	1,156,278

See Notes to Condensed Consolidated Financial Statements.

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CAL-MAINE FOODS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

(unaudited)

	13 Weeks Ended				39 Weeks Ended
	February 29, 2020		March 2, 2019		February 29, 2020		March 2, 2019
Net sales	$	345,588	$	383,992	$	898,276	$	1,080,616
Cost of sales	295,760		301,551		840,198		870,511
Gross profit	49,828		82,441		58,078		210,105
Selling, general and administrative	44,231		45,009		132,434		134,750
(Gain) loss on disposal of fixed assets	385		(758)		467		(847)
Operating income (loss)	5,212		38,190		(74,823)		76,202
Other income (expense):
Interest income, net	803		1,986		3,628		5,459
Royalty income	414		565		1,173		1,784
Patronage dividends	10,096		10,482		10,096		10,482
Equity in income of unconsolidated entities	1,445		2,111		537		4,449
Other, net	79		147		1,897		372
Total other income, net	12,837		15,291		17,331		22,546
Income (loss) before income taxes and noncontrolling interest	18,049		53,481		(57,492)		98,748
Income tax (benefit) expense	4,278		13,616		(15,356)		24,134
Net income (loss) before noncontrolling interest	13,771		39,865		(42,136)		74,614
Less: Income (loss) attributable to noncontrolling interest	22		88		(64)		625
Net income (loss) attributable to Cal-Maine Foods, Inc.	$	13,749	$	39,777	$	(42,072)	$	73,989
Net income (loss) per common share attributable to Cal-Maine Foods, Inc.:
Basic	$	0.28	$	0.82	$	(0.87)	$	1.53
Diluted	$	0.28	$	0.82	$	(0.87)	$	1.52
Weighted average shares outstanding:
Basic	48,473		48,417		48,455		48,416
Diluted	48,588		48,533		48,455		48,545

See Notes to Condensed Consolidated Financial Statements.

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CAL-MAINE FOODS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in thousands)

(unaudited)

	13 Weeks Ended				39 Weeks Ended
	February 29, 2020		March 2, 2019		February 29, 2020		March 2, 2019
Net income (loss), including noncontrolling interests	$	13,771	$	39,865	$	(42,136)	$	74,614
Other comprehensive income (loss), before tax:
Unrealized holding gain (loss) on available-for-sale securities, net of reclassification adjustments	(38)		1,217		(863)		967
Income tax (benefit) expense related to items of other comprehensive income	9		(296)		210		(235)
Other comprehensive income (loss), net of  tax	(29)		921		(653)		732
Comprehensive income (loss)	13,742		40,786		(42,789)		75,346
Less: comprehensive income (loss) attributable to the noncontrolling interest	22		88		(64)		625
Comprehensive income (loss) attributable to Cal-Maine Foods, Inc.	$	13,720	$	40,698	$	(42,725)	$	74,721

See Notes to Condensed Consolidated Financial Statements.

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CAL-MAINE FOODS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

	39 Weeks Ended
	February 29, 2020		March 2, 2019
Operating activities:
Net income (loss) including noncontrolling interest	$	(42,136)	$	74,614
Depreciation and amortization	42,911		40,857
Impairment loss on property, plant & equipment	2,919		—
Other adjustments, net	(40,148)		(20,863)
Net cash provided by (used in) operations	(36,454)		94,608
Investing activities:
Purchases of investment securities	(12,100)		(122,191)
Sales and maturities of investment securities	181,533		160,190
Investment in unconsolidated entities	—		(4,272)
Distributions from unconsolidated entities	6,114		6,545
Acquisition of business	(44,515)		(17,889)
Purchases of property, plant and equipment	(94,600)		(36,841)
Net proceeds from disposal of property, plant and equipment	1,839		1,212
Net cash provided by (used in) investing activities	38,271		(13,246)
Financing activities:
Purchase of common stock by treasury	(910)		(985)
Distributions to noncontrolling interests	(755)		—
Principal payments on long-term debt	(1,500)		(2,969)
Principal payments on finance lease	(146)		—
Payment of dividends	—		(28,469)
Net cash used in financing activities	(3,311)		(32,423)
Net change in cash and cash equivalents	(1,494)		48,939
Cash and cash equivalents at beginning of period	69,247		48,431
Cash and cash equivalents at end of period	$	67,753	$	97,370
Supplemental Information:
Cash paid for operating leases	$	635	$	—
Interest paid	$	77	$	115

See Notes to Condensed Consolidated Financial Statements.

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CAL-MAINE FOODS, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

February 29, 2020

(unaudited)

Note 1 - Summary of Significant Accounting Policies

Basis of Presentation

The unaudited condensed consolidated financial statements of Cal-Maine Foods, Inc. and its subsidiaries (the "Company," "we," "us," "our") have been prepared in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Therefore, they do not include all of the information and footnotes required by generally accepted accounting principles (GAAP) in the United States of America for complete financial statements and should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended June 1, 2019. These statements reflect all adjustments that are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented and, in the opinion of management, consist of adjustments of a normal recurring nature. Operating results for the interim periods are not necessarily indicative of operating results for the entire fiscal year.

Fiscal Year

The Company's fiscal year-end is on the Saturday nearest May 31. Each of the three-month periods and year-to-date periods ended on February 29, 2020 and March 2, 2019 included 13 and 39 weeks, respectively.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that effect the amounts reported in the condensed consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

Leases

The Company determines if an arrangement is a lease at inception of the arrangement and classifies it as an operating lease or finance lease. We recognize the right to use an underlying asset for the lease term as a right-of-use (ROU) asset on our balance sheet. A lease liability is recorded to represent our obligation to make lease payments over the term of the lease. These assets and liabilities are included in our Condensed Consolidated Balance Sheet in Finance lease right-of-use asset, Operating lease right-of-use asset, Current portion of finance lease obligation, Current portion of operating lease obligation, Long-term finance lease obligation, and Long-term operating lease obligation.

The Company records ROU assets and lease obligations based on the discounted future minimum lease payments over the term of the lease. When the rate implicit in the lease is not easily determinable, the Company’s incremental borrowing rate is used to calculate the present value of the future lease payments. The Company elected not to recognize ROU assets and lease obligations for leases with an initial term of 12 months or less. Lease expense for operating leases is recognized on a straight-line basis over the lease term.

Nature of Leases

The company leases certain office spaces, trucks, processing machines, and equipment to support our operations under cancelable and non-cancelable contracts.

Corporate and Field Offices

We lease office space for administrative employees at some of our farms. These contracts are typically structured with initial non-cancelable terms of three to ten years. To the extent our corporate and field office contracts include

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renewal options, we evaluate whether we are reasonably certain to exercise those options on a contract by contract basis based on expected future office space needs.

Trucks

We assumed several non-cancelable operating leases for trucks from a prior acquisition. The initial terms on these leases ranged from five to seven years. We do not intend to exercise renewal options beyond the initial term.

Processing machines and other equipment

We lease a processing machine through a finance lease arrangement assumed in an acquisition. The lease contains a purchase option at the end of the term that we intend to exercise. The company leases various pieces of equipment such as forklifts, pallet jacks, and other items in support of operations. These leases are cancelable and non-cancelable with remaining terms ranging from one month to five years.

Recently Adopted Accounting Standards

In February 2016, the FASB issued ASU 2016-02, Leases. The purpose of the standard is to improve transparency and comparability related to the accounting and reporting of leasing arrangements. The new standard establishes a ROU model that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the statement of operations.

The effective date for the new standard, for the Company, was June 2, 2019 and the Company adopted the new standard on that date. The Company elected a modified retrospective transition approach, applying the new standard to all leases existing at the date of initial application. An entity may choose to use either its effective date or the beginning of the earliest comparative period presented in the financial statements as its date of initial application. We used June 2, 2019 as the date of initial application. If an entity chooses the second option, the transition requirements for existing leases apply to leases entered into between the date of initial application and the effective date. The entity must recast its comparative period financial statements and provide the disclosures required by the new standard for the comparative periods. Because the Company chose the first option, the Company has not recast its comparative period financial statements.  In connection with adopting the new standard, the Company reclassified its presentation of finance lease obligations and property in the financial statements for all periods presented.

The new standard provides a number of optional practical expedients in transition. The Company elected practical expedients which permit us not to reassess under the new standard our prior conclusions about lease identification, lease classification and initial direct costs.

The new standard provides practical expedients for an entity’s initial and ongoing accounting. We elected the short-term lease recognition exemption for all leases that qualify. For the leases that qualify, we do not recognize ROU assets or lease liabilities, and this includes not recognizing ROU assets or lease liabilities for existing short-term leases of those assets in transition. We also elected the practical expedient to not separate lease and non-lease components for all of our leases.

Implementation of the new standard did not have a material effect on our financial statements. See Note 6 for additional information.

Reclassification

Certain reclassifications were made to the fiscal 2019 financial statements to conform to the fiscal 2020 financial statement presentation. These reclassifications had no effect on income.

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Note 2 - Acquisition

Effective on October 20, 2019, the Company acquired certain assets of Mahard Egg Farm (Mahard), relating to its commercial shell egg production, processing, distribution and sales for $45.5 million, including a potential post-closing payment of $1 million. The acquired assets include facilities with current capacity for approximately 3.9 million laying hens and permitted capacity for up to 8.0 million laying hens, a feed mill, pullet raising facilities and related production facilities located in Chillicothe, Texas, and Nebo, Oklahoma, and a distribution warehouse located in Gordonville, Texas. Mahard owned equity interests in the Company's majority owned subsidiary, Texas Egg Products, LLC (TEP). As a result of the acquisition, the Company now owns 93.2% of TEP. The acquired operations of Mahard are included in the accompanying financial statements as of October 20, 2019. Acquisition related costs incurred during the period were immaterial to the financial statements.

Pending the finalization of the Company's valuation, the following table summarizes the preliminary aggregate purchase price allocation for Mahard (in thousands):

Inventory	$	5,276
Property, plant and equipment	38,433
Customer list and non-compete agreement	2,000
Liabilities assumed	(194)
Total purchase price	45,515
Deferred purchase price	(1,000)
Cash consideration paid at closing	$	44,515

Subsequent to February 29, 2020, the Company paid the $1 million deferred purchase price.

Note 3 - Inventories

Inventories consisted of the following (in thousands):

	February 29, 2020		June 1, 2019
Flocks, net of amortization	$	111,275	$	105,536
Eggs and egg products	18,117		14,318
Feed and supplies	62,029		52,383
	$	191,421	$	172,237

We grow and maintain flocks of layers (mature female chickens), pullets (female chickens, under 18 weeks of age), and breeders (male and female chickens used to produce fertile eggs to hatch for egg production flocks). Our total flock at February 29, 2020 consisted of approximately 9.9 million pullets and breeders and 40.1 million layers.

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Note 4 - Investment Securities

The following represents the Company’s investment securities as of February 29, 2020 and June 1, 2019 (in thousands):

February 29, 2020	Amortized Cost		Unrealized Gains		Unrealized Losses		Estimated Fair Value
Municipal bonds	$	18,862	$	134	$	—	$	18,996
Corporate bonds	59,329		329		—		59,658
Certificates of deposits	1,003		—		2		1,001
Asset backed securities	1,196		12		—		1,208
Total current investment securities	$	80,390	$	475	$	2	$	80,863
Mutual funds	$	1,994	$	661	$	—	$	2,655
Total noncurrent investment securities	$	1,994	$	661	$	—	$	2,655

June 1, 2019	Amortized Cost		Unrealized Gains		Unrealized Losses		Estimated Fair Value
US government and agency obligations	$	30,896	$	78	$	—	$	30,974
Municipal bonds	50,220		133		—		50,353
Commercial paper	9,953		—		8		9,945
Corporate bonds	147,068		94		—		147,162
Certificates of deposits	6,149		—		1		6,148
Asset backed securities	5,589		10		—		5,599
Total current investment securities	$	249,875	$	315	$	9	$	250,181
Mutual funds	$	2,331	$	1,026	$	—	$	3,357
Total noncurrent investment securities	$	2,331	$	1,026	$	—	$	3,357

Available-for-sale

Proceeds from sales and maturities of investment securities available-for-sale were $181.5 million and $160.2 million during the thirty-nine weeks ended February 29, 2020 and March 2, 2019, respectively. Gross realized gains for the thirty-nine weeks ended February 29, 2020 and March 2, 2019 were $246,000 and $7,000, respectively.  Gross realized losses for the thirty-nine weeks ended February 29, 2020 and March 2, 2019 were $7,000 and $35,000, respectively. For purposes of determining gross realized gains and losses, the cost of securities sold is based on the specific identification method.

Actual maturities may differ from contractual maturities as some borrowers have the right to call or prepay obligations with or without penalties.  Contractual maturities of current investments at February 29, 2020, are as follows (in thousands):

	Estimated Fair Value
Within one year	$	67,854
1-5 years	13,009
Total	$	80,863

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Noncurrent

The mutual funds are classified as “Other long-term assets” in the Company’s Condensed Consolidated Balance Sheets. Gains and losses are recognized in other income (expenses) as Other, net in the Company's Condensed Consolidated Statements of Operations.

Proceeds from sales and maturities of noncurrent investment securities were $1.2 million and $84,000 during the thirty-nine weeks ended February 29, 2020 and March 2, 2019, respectively. Gross realized gains for the thirty-nine weeks ended February 29, 2020 and March 2, 2019 were $611,000 and $48,000, respectively.  There were no realized losses for the thirty-nine weeks ended February 29, 2020 and March 2, 2019. For purposes of determining gross realized gains and losses, the cost of securities sold is based on the specific identification method.

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Note 5 - Fair Value Measurements

The Company is required to categorize both financial and nonfinancial assets and liabilities based on the following fair value hierarchy.  The fair value of an asset is the price at which the asset could be sold in an orderly transaction between unrelated, knowledgeable, and willing parties able to engage in the transaction. A liability’s fair value is defined as the amount that would be paid to transfer the liability to a new obligor in a transaction between such parties, not the amount that would be paid to settle the liability with the creditor.

•Level 1 - Quoted prices in active markets for identical assets or liabilities

•Level 2 - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly

•Level 3 - Unobservable inputs for the asset or liability that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities

The disclosures of fair value of certain financial assets and liabilities that are recorded at cost are as follows:

Cash and cash equivalents: The carrying amount approximates fair value due to the short maturity of these instruments.

Long-term debt: The carrying value of the Company’s long-term debt is at its stated value.  We have not elected to carry our long-term debt at fair value.  Fair values for debt are based on quoted market prices or published forward interest rate curves, which are level 2 inputs. The fair value and carrying value of the Company’s borrowings under its long-term debt were as follows (in thousands):

	February 29, 2020				June 1, 2019
	Carrying Value		Fair Value		Carrying Value		Fair Value
Liabilities
Note payable	$	—	$	—	$	1,500	$	1,501
Finance lease obligations	908		823		1,054		940
Total liabilities measured at fair value	$	908	$	823	$	2,554	$	2,441

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Assets and Liabilities Measured at Fair Value on a Recurring Basis

In accordance with the fair value hierarchy described above, the following table shows the fair value of financial assets and liabilities measured at fair value on a recurring basis as of February 29, 2020 and June 1, 2019 (in thousands):

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							Total
February 29, 2020	Level 1		Level 2		Level 3		Balance
Assets
Municipal bonds	$	—	$	18,996	$	—	$	18,996
Corporate bonds	—		59,658		—		59,658
Certificates of deposits	—		1,001		—		1,001
Asset backed securities	—		1,208		—		1,208
Mutual funds	2,655		—		—		2,655
Total assets measured at fair value	$	2,655	$	80,863	$	—	$	83,518

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June 1, 2019	Level 1		Level 2		Level 3		Balance
Assets
US government and agency obligations	$	—	$	30,974	$	—	$	30,974
Municipal bonds	—		50,353		—		50,353
Commercial paper	—		9,945		—		9,945
Corporate bonds	—		147,162		—		147,162
Certificates of deposits	—		6,148		—		6,148
Asset backed securities	—		5,599		—		5,599
Mutual funds	3,357		—		—		3,357
Total assets measured at fair value	$	3,357	$	250,181	$	—	$	253,538

Investment securities – available-for-sale have maturities of three months or longer when purchased, and are classified as current, because they are available for current operations. Observable inputs for these securities are yields, credit risks, default rates, and volatility.

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Note 6 - Leases

Expenses related to operating leases, amortization of finance lease ROU assets and finance lease interest are included in Cost of sales, Selling general and administrative expense, and Interest income, net in the Condensed Consolidated Statements of Operations. The Company’s lease cost consists of the following (in thousands):

	13 Weeks Ended February 29, 2020		39 Weeks Ended February 29, 2020
Operating Lease cost	$	237	$	635
Finance Lease cost
Amortization of right-of-use asset	$	38	$	115
Interest on lease obligations	$	10	$	33
Short term lease cost	$	921	$	2,649

Future minimum lease payments under non-cancelable leases are as follows (in thousands):

	As of February 29, 2020
	Operating Leases		Finance Leases
Remainder fiscal 2020	$	235	$	60
2021	930		239
2022	806		239
2023	919		239
2024	130		219
Thereafter	31		—
Total	3,051		996
Less imputed interest	(325)		(88)
Total	$	2,726	$	908

The weighted-average remaining lease term and discount rate for lease liabilities included in our Condensed Consolidated Balance Sheet are as follows:

	As of February 29, 2020
	Operating Leases		Finance Leases
Weighted-average remaining lease term (years)	3.7		3.8
Weighted-average discount rate	5.9	%	4.9	%

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Note 7 - Accrued Dividends Payable and Dividends per Common Share

We accrue dividends at the end of each quarter according to the Company’s dividend policy adopted by its Board of Directors. The Company pays a dividend to shareholders of its Common Stock and Class A Common Stock on a quarterly basis for each quarter for which the Company reports net income attributable to Cal-Maine Foods, Inc. computed in accordance with GAAP in an amount equal to one-third (1/3) of such quarterly income. Dividends are paid to shareholders of record as of the 60th day following the last day of such quarter, except for the fourth fiscal quarter.  For the fourth quarter, the Company pays dividends 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. At the end of the third quarter of fiscal 2020, the amount of cumulative losses to be recovered before payment of a dividend was $61.9 million.

On our condensed consolidated statement of operations, we determine dividends per common share in accordance with the computation in the following table (in thousands, except per share data):

	13 Weeks Ended				39 Weeks Ended
	February 29, 2020		March 2, 2019		February 29, 2020		March 2, 2019
Net income (loss) attributable to Cal-Maine Foods, Inc. available for dividend	$	13,749	$	39,777	$	(42,072)	$	73,989
1/3 of net income attributable to Cal-Maine Foods, Inc. available for dividend	$	—	$	13,245	$	—	$	24,626
Common stock outstanding (shares)	43,974		43,895
Class A common stock outstanding (shares)	4,800		4,800
Total common stock outstanding (shares)	48,774		48,695
Dividends per common share*	$	—	$	0.272	$	—	$	0.506

*Dividends per common share = 1/3 of Net income (loss) attributable to Cal-Maine Foods, Inc. available for dividend ÷ Total common stock outstanding (shares).

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Note 8 - Equity

The following reflects the equity activity, including our noncontrolling interest, for the thirteen weeks ended February 29, 2020 and March 2, 2019 (in thousands):

	Thirteen Weeks Ended February 29, 2020
	Cal-Maine Foods, Inc. Stockholders
	Common Stock
			Class A		Treasury		Paid In		Accum. Other		Retained		Noncontrolling
	Amount		Amount		Amount		Capital		Comp. Loss		Earnings		Interest		Total
Balance at November 30, 2019	$	703	$	48	$	(25,888)	$	58,652	$	(269)	$	900,485	$	562	$	934,293
Other comprehensive loss, net of tax	—		—		—		—		(29)		—		—		(29)
Restricted stock grant, net of forfeitures	—		—		103		(103)		—		—		—		—
Purchase company stock to satisfy withholding obligations from vesting of restricted stock	—		—		(889)		—		—		—		—		(889)
Restricted stock compensation	—		—		—		886		—		—		—		886
Net income	—		—		—		—		—		13,749		22		13,771
Balance at February 29, 2020	$	703	$	48	$	(26,674)	$	59,435	$	(298)	$	914,234	$	584	$	948,032

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	Thirteen Weeks Ended March 2, 2019
	Cal-Maine Foods, Inc. Stockholders
	Common Stock
			Class A		Treasury		Paid In		Accum. Other		Retained		Noncontrolling
	Amount		Amount		Amount		Capital		Comp. Income		Earnings		Interest		Total
Balance at December 1, 2018	$	703	$	48	$	(24,974)	$	55,079	$	(882)	$	947,768	$	2,886	$	980,628
Other comprehensive income, net of tax	—		—		—		—		921		—		—		921
Restricted stock grant, net of forfeitures	—		—		88		(88)		—		—		—		—
Purchase company stock to satisfy withholding obligations from vesting of restricted stock	—		—		(979)		—		—		—		—		(979)
Restricted stock compensation	—		—		—		866		—		—		—		866
Dividends	—		—		—		—		—		(13,258)		—		(13,258)
Net income	—		—		—		—		—		39,777		88		39,865
Balance at March 2, 2019	$	703	$	48	$	(25,865)	$	55,857	$	39	$	974,287	$	2,974	$	1,008,043

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The following reflects the equity activity, including our noncontrolling interest, for the thirty-nine weeks ended February 29, 2020 and March 2, 2019 (in thousands):

	Thirty-nine Weeks Ended February 29, 2020
	Cal-Maine Foods, Inc. Stockholders
	Common Stock
			Class A		Treasury		Paid In		Accum. Other		Retained		Noncontrolling
	Amount		Amount		Amount		Capital		Comp. Loss		Earnings		Interest		Total
Balance at June 1, 2019	$	703	$	48	$	(25,866)	$	56,857	$	355	$	954,527	$	3,182	$	989,806
Other comprehensive loss, net of tax	—		—		—		—		(653)		—		—		(653)
Restricted stock grant, net of forfeitures	—		—		102		(102)		—		—		—		—
Purchase of company stock to satisfy withholding obligations from vesting of restricted stock	—		—		(910)		—		—		—		—		(910)
Distributions to noncontrolling interest partners	—		—		—		—		—		—		(755)		(755)
Reclass of equity portion of Texas Egg Products, LLC in connection with acquisition, see Note 2	—		—		—		—		—		1,779		(1,779)		—
Restricted stock compensation	—		—		—		2,680		—		—		—		2,680
Net loss	—		—		—		—		—		(42,072)		(64)		(42,136)
Balance at February 29, 2020	$	703	$	48	$	(26,674)	$	59,435	$	(298)	$	914,234	$	584	$	948,032

	Thirty-nine Weeks Ended March 2, 2019
	Cal-Maine Foods, Inc. Stockholders
	Common Stock
			Class A		Treasury		Paid In		Accum. Other		Retained		Noncontrolling
	Amount		Amount		Amount		Capital		Comp. Income		Earnings		Interest		Total
Balance at June 2, 2018	$	703	$	48	$	(24,966)	$	53,323	$	(693)	$	924,918	$	2,349	$	955,682
Other comprehensive income, net of tax	—		—		—		—		732		—		—		732
Restricted stock grant, net of forfeitures	—		—		86		(86)		—		—		—		—
Purchase company stock to satisfy withholding obligations from vesting of restricted stock	—		—		(985)		—		—		—		—		(985)
Restricted stock compensation	—		—		—		2,620		—		—		—		2,620
Dividends	—		—		—		—		—		(24,620)		—		(24,620)
Net income	—		—		—		—		—		73,989		625		74,614
Balance at March 2, 2019	$	703	$	48	$	(25,865)	$	55,857	$	39	$	974,287	$	2,974	$	1,008,043

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Note 9 - Revenue Recognition

Satisfaction of Performance Obligation

The vast majority of the Company’s revenue is derived from contracts with customers based on the customer placing an order for products. Pricing for the most part is determined when the Company and the customer agree upon the specific order, which establishes the contract for that order.

Revenues are recognized in an amount that reflects the net consideration we expect to receive in exchange for the goods.  Our shell eggs are sold at prices related to Urner Barry Spot Egg Market Quotations, negotiated prices or formulas related to our costs of production. The Company’s sales predominantly contain a single performance obligation. We recognize revenue upon satisfaction of the performance obligation with the customer which typically occurs within days of the Company and the customer agreeing upon the order.

Returns and Refunds

Some of our contracts include a guaranteed sale clause, pursuant to which we credit the customer’s account for product that the customer is unable to sell before expiration.  The Company records an estimate of returns and refunds by using historical return data and comparing to current period sales and accounts receivable.  The allowance is recorded as a reduction in sales with a corresponding reduction in trade accounts receivable.  

Disaggregation of Revenue

The following table provides revenue disaggregated by product category (in thousands):

	13 Weeks Ended				39 Weeks Ended
	February 29, 2020		March 2, 2019		February 29, 2020		March 2, 2019
Non-specialty shell egg sales	$	210,329	$	234,960	$	518,898	$	659,446
Specialty shell egg sales	117,672		131,120		332,092		364,222
Co-pack specialty shell egg sales	7,347		7,052		20,026		20,055
Egg products	9,212		9,520		24,210		32,656
Other	1,028		1,340		3,050		4,237
	$	345,588	$	383,992	$	898,276	$	1,080,616

Contract Costs

The Company can incur costs to obtain or fulfill a contract with a customer. The amortization period of these costs is less than one year; therefore, they are expensed as incurred.

Contract Balances

The Company receives payment from customers based on specified terms that are generally less than 30 days from delivery. There are rarely contract assets or liabilities related to performance under the contract.

Note 10 - Stock Based Compensation

Total stock based compensation expense was $2.7 million and $2.6 million for the thirty-nine weeks ended February 29, 2020 and March 2, 2019, respectively.

Unrecognized compensation expense as a result of non-vested shares of the 2012 Omnibus Long-Term Incentive Plan at February 29, 2020 of $7.2 million will be recorded over a weighted average period of 2.3 years.  Refer to Note 10 of our June 1, 2019 audited financial statements for further information on our stock compensation plans.

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The Company’s restricted share activity for the thirty-nine weeks ended February 29, 2020 follows:

	Number of Shares	Weighted Average Grant Date Fair Value
Outstanding, June 1, 2019	248,412	$	43.20
Granted	104,566	38.25
Vested	(77,801)	43.00
Forfeited	(2,131)	43.20
Outstanding, February 29, 2020	273,046	$	41.36

Note 11 - Net Income (Loss) per Common Share  

Basic net loss per share was calculated by dividing net loss by the weighted-average number of common shares outstanding during the period.  Diluted net loss per share was calculated by dividing net income by the weighted-average number of common shares outstanding during the period plus the dilutive effects of options and restricted stock.  Due to the net loss in the thirty-nine weeks ended February 29, 2020, restricted shares were excluded from the calculation of diluted net loss per share because their inclusion would have been antidilutive. The computations of basic and diluted net loss per share attributable to the Company are as follows (in thousands, except per share data):

	13 Weeks Ended				39 Weeks Ended
	February 29, 2020		March 2, 2019		February 29, 2020		March 2, 2019
Net income (loss) attributable to Cal-Maine Foods, Inc.	$	13,749	$	39,777	$	(42,072)	$	73,989
Basic weighted-average common shares	48,473		48,417		48,455		48,416
Effect of dilutive securities:
Restricted shares	115		116		—		129
Dilutive potential common shares	48,588		48,533		48,455		48,545
Antidilutive securities excluded from computation of earnings per share	—		—		121		—
Net income (loss) per common share attributable to Cal-Maine Foods, Inc.:
Basic	$	0.28	$	0.82	$	(0.87)	$	1.53
Diluted	$	0.28	$	0.82	$	(0.87)	$	1.52

Note 12 - Commitments and Contingencies

Financial Instruments

The Company maintained standby letters of credit (LOC) totaling $4.2 million at February 29, 2020 that were issued under our Revolving Credit Facility.  The outstanding LOCs are for the benefit of certain insurance companies, and are not recorded as a liability on the consolidated balance sheets.

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

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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.” As previously reported, the Company settled all of the Direct Purchaser Putative Class Action cases and the Indirect Purchaser Putative Class Action cases, and all Non-Class cases except for the claims of certain plaintiffs who sought substantial damages allegedly arising from the purchase of egg products (as opposed to shell eggs). In addition, as previously reported, on October 24, 2019, the Company entered into a confidential settlement agreement with The Kellogg Company dismissing all claims against the Company for an amount that does not have a material impact on the Company’s financial condition or results of operations. On November 11, 2019, a stipulation for dismissal was filed with the court, but the court has not yet entered a judgment on the filing. The remaining plaintiffs are Kraft Food Global, Inc., General Mills, Inc., and Nestle USA, Inc. (“Egg Products Plaintiffs”). The Egg Products Plaintiffs seek treble damages and injunctive relief under the Sherman Act and are attacking certain features of the UEP animal-welfare guidelines and program used by the Company and many other egg producers. On July 2, 2019 the Egg Products Plaintiffs filed a motion to remand, and on September 13, 2019 the case was remanded to the United States District Court for the Northern District of Illinois, Kraft Foods Global, Inc. et al v. United Egg Producers, Inc. et al, No. 1:11-cv-08808 (DP), where it was initially filed, for trial. The Illinois court has not issued a case management order or any other directive.

The Company intends to continue to defend the remaining case 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 this remaining case. Adjustments, if any, which might result from the resolution of these remaining legal matters, have not been reflected in the financial statements.

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.

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ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This report contains numerous forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”) relating to our shell egg business, including estimated future production data, expected construction schedules, projected construction costs, potential future supply of and demand for our products, potential future corn and soybean price trends, potential future impact on our business of the COVID-19 pandemic, potential future impact on our business of new legislation, rules or policies, potential outcomes of legal proceedings, and other projected operating data, including anticipated results of operations and financial condition.  Such forward-looking statements are identified by the use of words such as “believes,” “intends,” “expects,” “hopes,” “may,” “should,” “plans,” “projected,” “contemplates,” “anticipates,” or similar words.  Actual outcomes or results could differ materially from those projected in the forward-looking statements.  The forward-looking statements are based on management’s current intent, belief, expectations, estimates, and projections regarding the Company and its industry.  These statements are not guarantees of future performance and involve risks, uncertainties, assumptions, and other factors that are difficult to predict and may be beyond our control.  The factors that could cause actual results to differ materially from those projected in the forward-looking statements include, among others, (i) the risk factors set forth in Item 1A of our Annual Report on Form 10-K for fiscal year 2019, as updated by our subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, (ii) the risks and hazards inherent in the shell egg business (including disease, pests, weather conditions, and potential for product recall), (iii) changes in the demand for and market prices of shell eggs and feed costs, (iv) our ability to predict and meet demand for cage-free and other specialty eggs, (v) risks, changes, or obligations that could result from our future acquisition of new flocks or businesses and risks or changes that may cause conditions to completing a pending acquisition not to be met, (vi) risks relating to the evolving COVID-19 pandemic, and (vii) adverse results in pending litigation matters.  Readers are cautioned not to place undue reliance on forward-looking statements because, while we believe the assumptions on which the forward-looking statements are based are reasonable, there can be no assurance that these forward-looking statements will prove to be accurate.  Further, forward-looking statements included herein are only made as of the respective dates thereof, or if no date is stated, as of the date hereof.  Except as otherwise required by law, we disclaim any intent or obligation to update publicly these forward-looking statements, whether because of new information, future events, or otherwise.

OVERVIEW

Cal-Maine Foods, Inc. (the “Company,” “we,” “us,” “our”) is primarily engaged in the production, grading, packaging, marketing, and distribution of fresh shell eggs.  Our fiscal year end is the Saturday closest to May 31.

Our operations are fully integrated.  At our facilities we hatch chicks, grow and maintain flocks of pullets (young female chickens, under 18 weeks of age), layers (mature female chickens) and breeders (male and female birds used to produce fertile eggs to hatch 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 United States (“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 an extensive distribution network to a diverse group of customers, including national and regional grocery store chains, club stores, foodservice distributors, and egg product consumers.    

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 types of eggs, there are a number of 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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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 (“UB southeastern large index”) in the current fiscal year 2020 ranged from a low of $0.64 in July to a high of $3.18 as of March 27, 2020.  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.  Prices for shell eggs fluctuate in response to seasonal factors and a natural increase in shell egg production in the spring and early summer.  Historically, shell egg prices have increased 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. 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.  

For the third quarter, the average UB southeastern large index price was down 13.8% compared with the prior-year period. At the same time our net average selling price for all shell eggs for the thirteen weeks ended February 29, 2020 was down 10.0% to $1.236 compared to $1.373 for the corresponding period of fiscal 2019. During the third quarter and year-to-date periods ended February 29, 2020, an oversupply of eggs negatively affected the price of non-specialty eggs and demand for specialty eggs was negatively impacted by the low non-specialty egg prices. However, hen numbers, as reported by the USDA Chickens and Eggs report on March 23, 2020, were 330.0 million, which is 11.8 million less hens than reported a year ago. The USDA also reported that hatch rates decreased 4.95 percent for the last three consecutive months through February 2020, including a 8.0 percent decrease in February, as compared to the same period in the prior year. Since the end of the third quarter, market prices have moved significantly higher to record levels, and we expect to see continued price volatility through the end of our fiscal year.

Since January 2020, the coronavirus (COVID-19) outbreak, characterized as a pandemic by the World Health Organization on March 11, 2020, has caused significant disruptions in international and U.S. economies and markets, intensifying in recent weeks. Since the beginning of our 2020 fourth fiscal quarter, demand for eggs and egg prices have risen as consumers purchased more eggs in anticipation of preparing more meals at home and related to consumer response to the pandemic. We discuss the pandemic and potential future implications of the pandemic in this report; however, the pandemic is an evolving and challenging situation and its impact on our business in the future is uncertain.

We are one of the largest producers and marketers of value-added specialty shell eggs in the U.S. Specialty shell eggs have been a significant and growing portion of the market. 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.

Additionally, several states have now passed or proposed minimum space and/or cage-free requirements. Specifically, California passed Proposition 12 in November 2018, which provides for minimum space requirements per hen beginning in 2020 and mandates all eggs or egg products sold in California must be cage-free by 2022. Subsequently, Washington and Oregon have passed laws requiring cage-free hen housing by 2024, and Massachusetts, Rhode Island and Michigan have similar laws defining space requirements or other restrictions on cages. These states represent approximately 21.1% of the U.S. total population according to the U.S. Census Bureau. While our direct sales into these states have not been material, these laws will affect sourcing, production and pricing of eggs (conventional as well as specialty) not only within these states, but also in other areas of the country.

Our growth strategy is focused on remaining a low-cost provider of shell eggs located near our customers. In light of the increased demand for cage-free eggs, we intend to continue to closely evaluate the need to expand through

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selective acquisitions that will expand our shell egg production capabilities in key locations and markets, as well as focused expansion and conversion of our existing farms, based on a timeline to meet our customers’ needs.

On March 29, 2019, our Board of Directors approved a major expansion of the cage-free capacity at the Company’s Delta, Utah facility. This expansion includes new facilities for 2.0 million cage-free hens, pullets and a processing plant, as well as renovation of existing capacity for cage-free hens. Final completion of these additions and renovations is expected by early 2022 and will add approximately 3.4 million cage-free hens.

We continue to invest in cage-free production with our approved expansion projects across our portfolio. See the table under “Capital Resources and Liquidity” later in this section for further information on projects in-progress.

For the thirteen weeks ended and February 29, 2020 and March 2, 2019, we produced approximately 88% and 82% of the total number of shell eggs we sold, respectively. Approximately 9% of such production was provided by contract producers who utilize their facilities in the production of shell eggs by layers owned by us compared to 10% in the same period in the prior year. We own the shell eggs produced under these arrangements.

Our cost of production is materially affected by feed costs.  Feed costs averaged 55.7% and 56.8% of our total farm egg production cost for the thirteen weeks ended February 29, 2020 and March 2, 2019, respectively. 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.   The cost of 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, storage costs, demand, and the agricultural and energy policies of the U.S. and foreign governments. According to USDA reports, current supplies of corn and soybeans are favorable heading into the 2020 planting season, and we believe we will continue to have an adequate supply of both grains. However, current ongoing uncertainties and supply chain disruptions related to the COVID-19 outbreak and geopolitical issues surrounding trade agreements and international tariffs could create more price volatility in the future.

Looking ahead into the fourth quarter of fiscal 2020 and fiscal 2021, we believe we are taking all reasonable precautions in the management of our operations in response to the outbreak of COVID-19. To date, Cal-Maine Foods facilities are operating normally, and we have not experienced any supply chain or delivery disruptions. Our top priority is the health and safety of our employees, who work hard every day to produce eggs for our customers. As part of the nation’s food supply, we work in a critical infrastructure industry, and we have a special responsibility to maintain our normal work schedule. As such, we are in daily communications with our managers across our operations and continue to closely monitor the situation in the communities where we live and work. We are following published guidelines by the Centers for Disease Control (CDC) and other government health agencies in implementing procedures to protect our employees, and we have strict sanitation protocols and biosecurity measures in place throughout our operations with restricted access to visitors. All non-essential corporate travel has been suspended. Fortunately, there are no known indications that COVID-19 affects hens or can be transferred through the food supply, and we remain focused on meeting the current high demand for eggs.

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RESULTS OF OPERATIONS

The following table sets forth, for the periods indicated, certain items from our Condensed Consolidated Statements of Operations expressed as a percentage of net sales.

	13 Weeks Ended				39 Weeks Ended
	February 29, 2020		March 2, 2019		February 29, 2020		March 2, 2019
Net sales	100.0	%	100.0	%	100.0	%	100.0	%
Cost of sales	85.6	%	78.5	%	93.5	%	80.6	%
Gross profit	14.4	%	21.5	%	6.5	%	19.4	%
Selling, general and administrative	12.8	%	11.7	%	14.7	%	12.4	%
(Gain) loss on disposal of fixed assets	0.1	%	(0.2)	%	0.1	%	(0.1)	%
Operating income (loss)	1.5	%	10.0	%	(8.3)	%	7.1	%
Total other income, net	3.7	%	4.0	%	1.9	%	2.1	%
Income (loss) before income taxes and noncontrolling interest	5.2	%	14.0	%	(6.4)	%	9.2	%
Income tax (benefit) expense	1.2	%	3.5	%	(1.7)	%	2.2	%
Net income (loss) before noncontrolling interest	4.0	%	10.5	%	(4.7)	%	7.0	%
Less: Income (loss) attributable to noncontrolling interest	—	%	—	%	—	%	0.1	%
Net income (loss) attributable to Cal-Maine Foods, Inc.	4.0	%	10.5	%	(4.7)	%	6.9	%

NET SALES

Net sales for the thirteen weeks ended February 29, 2020 were $345.6 million, a decrease of $38.4 million, or 10.0%, compared to net sales of $384.0 million for the thirteen weeks ended March 2, 2019. The decrease was primarily due to a 10.0% decrease in egg selling prices. The net average selling price per dozen of shell eggs was $1.236 for the thirteen weeks ended February 29, 2020, compared to $1.373 for the thirteen weeks ended March 2, 2019. The 10.0% decrease in average selling price accounted for a $37.2 million decrease in net sales.     

Net shell egg sales of $336.4 million and $374.5 million made up approximately 97.3% and 97.5% of net sales for the thirteen weeks ended February 29, 2020 and March 2, 2019, respectively.  Dozens sold for the thirteen weeks ended February 29, 2020 were 271.3 million, a 0.2% decrease from 271.8 million dozen for the same period of fiscal 2019. The total volume decrease for the thirteen weeks ended February 29, 2020 accounted for a $653 thousand decrease in net sales. 

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During the second quarter of fiscal 2020, we lost a portion of our of non-specialty eggs sales to a major customer in the Southeast region, representing 4.6 percent of total shell egg dozens and 6.1 percent of non-specialty egg dozens for fiscal 2019. For the third quarter of fiscal 2020, the volume decreased by 4.8 percent of total shell egg dozens and 6.4 percent of non-specialty shell egg dozens due to the loss of the business. However, we expect our new capacity additions and our previously disclosed plans to decommission some older, less efficient facilities will help optimize our operations, improve our sales mix, and better align our production and sales within the region.

The recent acquisition of Mahard had a positive impact on our non-specialty shell egg volumes and continued growth of our customer base. For the third quarter of fiscal year 2020, the volume of total shell egg dozens increased by 4.5 percent and the volume of non-specialty shell egg dozens increased by 5.9 percent due to the acquisition. Furthermore, the acquisition has opened up opportunities for streamlining aspects of our operations which will reduce costs and create efficiencies as we integrate Mahard into our operations.

Egg products accounted for 2.7% and 2.5% of net sales for the thirteen weeks ended February 29, 2020 and March 2, 2019, respectively. These revenues were $9.2 million for the thirteen weeks ended February 29, 2020, compared to $9.5 million for the thirteen weeks ended March 2, 2019, primarily due to lower prices.

Net sales for the thirty-nine weeks ended February 29, 2020 were $898.3 million, a decrease of $182.3 million, or 16.9%, compared to net sales of $1,080.6 million for the thirty-nine weeks ended March 2, 2019. The decrease was primarily due to a 16.8% decrease in egg selling prices. The net average selling price per dozen of shell eggs was $1.107 for the thirty-nine weeks ended February 29, 2020, compared to $1.331 for the thirty-nine weeks ended March 2, 2019. The 16.8% decrease in average selling price accounted for a $175.6 million decrease in net sales.   

Net shell egg sales of $874.1 million and $1,048.0 million made up approximately 97.3% and 97.0% of net sales for the thirty-nine weeks ended February 29, 2020 and March 2, 2019, respectively.  Dozens sold for the thirty-nine weeks ended February 29, 2020 were 786.7 million, a 0.3% increase from 784.1 million dozen for the same period of fiscal 2020. The volume increase accounted for a $2.9 million increase in net sales. 

Egg products accounted for 2.7% and 3.0% of net sales for the thirty-nine weeks ended February 29, 2020 and March 2, 2019, respectively. These revenues were $24.2 million for the thirty-nine weeks ended February 29, 2020, compared to $32.7 million for the thirty-nine weeks ended March 2, 2019, primarily due to lower prices.

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The table below represents an analysis of our non-specialty and specialty shell egg sales (in thousands, except percentage data).  Following the table is a discussion of the information presented in the table.

	13 Weeks Ended										39 Weeks Ended
	February 29, 2020					March 2, 2019					February 29, 2020					March 2, 2019
Total net sales	$	345,588				$	383,992				$	898,276				$	1,080,616
Non-specialty	210,329			62.5	%	234,960			62.7	%	518,898			59.4	%	659,446			62.9	%
Specialty	117,672			35.0	%	131,120			35.0	%	332,092			38.0	%	364,222			34.8	%
Co-pack specialty	7,347			2.2	%	7,052			1.9	%	20,026			2.3	%	20,055			1.9	%
Egg sales, net	335,348			99.7	%	373,132			99.6	%	871,016			99.7	%	1,043,723			99.6	%
Other	1,028			0.3	%	1,340			0.4	%	3,050			0.3	%	4,237			0.4	%
Net shell egg sales	$	336,376		100.0	%	$	374,472		100.0	%	$	874,066		100.0	%	$	1,047,960		100.0	%
Net shell egg sales as a percent of total net sales	97.3		%			97.5		%			97.3		%			97.0		%
Dozens sold:
Non-specialty	205,307			75.7	%	201,179			74.0	%	599,788			76.2	%	585,741			74.7	%
Specialty	62,355			23.0	%	67,093			24.7	%	176,982			22.5	%	188,224			24.0	%
Co-pack specialty	3,615			1.3	%	3,533			1.3	%	9,957			1.3	%	10,163			1.3	%
Total dozens sold	271,277			100.0	%	271,805			100.0	%	786,727			100.0	%	784,128			100.0	%
Net average selling price per dozen:
Non-specialty	$	1.024				$	1.168				$	0.865				$	1.126
Specialty	$	1.887				$	1.954				$	1.876				$	1.935
All shell eggs	$	1.236				$	1.373				$	1.107				$	1.331

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 by an inelasticity of demand. Small increases or decreases in production or demand can have a large positive or adverse effect on selling prices.  Comparing the thirteen weeks ended February 29, 2020 and March 2, 2019, non-specialty egg dozens sold increased 2.1% and the average selling price decreased 12.3% to $1.024 from $1.168. Comparing the thirty-nine weeks ended February 29, 2020 and March 2, 2019, non-specialty shell egg dozens sold increased 2.4% and the average selling price decreased 23.2% to $0.865 from $1.126.

Specialty shell eggs, which include nutritionally enhanced, cage-free, organic, and brown eggs continue to make up a large portion of our total shell egg revenue and dozens sold.  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 benefits from these products.  For the thirteen weeks ended February 29, 2020 and March 2, 2019, specialty shell egg dozens sold decreased 7.1%, and the average selling price decreased 3.4% to $1.887 from $1.954. For the thirty-nine weeks ended February 29, 2020, specialty shell egg dozens sold decreased 6.0% and the average selling price decreased 3.0% to $1.876 from $1.935 compared to the same period of fiscal 2019. In both the third quarter and year-to-date fiscal 2020 periods, specialty egg volumes were affected by the significant price differential between non-specialty and specialty eggs.

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Co-pack specialty shell eggs are sold primarily through co-pack arrangements, a common practice in the industry whereby production and processing of certain products is outsourced to another producer.  Co-pack specialty shell eggs sold during the thirteen weeks ended February 29, 2020 and March 2, 2019 were 3.6 million and 3.5 million dozen, respectively, which represented 1.3% of total dozens sold for those periods. Co-pack specialty shell eggs sold during the thirty-nine weeks ended February 29, 2020 and March 2, 2019 were 10.0 million and 10.2 million dozen, respectively, which represented 1.3% of total dozens sold for those periods.

The shell egg sales classified as “Other” represent sales of hard cooked eggs, hatching eggs, and other miscellaneous products, 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 the third quarter of fiscal 2020, egg product sales were $9.2 million, a decrease of $308 thousand, or 3.2%, compared to $9.5 million for the same period of fiscal 2019. Pounds sold for the thirteen weeks ended February 29, 2020 were 17.8 million, an increase of 3.2 million, or 21.5%, compared to the same period of fiscal 2019. The selling price per pound for the thirteen weeks ended February 29, 2020 was $0.517 compared to $0.650 for the same period of fiscal 2019, a decrease of $0.133 or 20.5%.

For the thirty-nine weeks ended February 29, 2020, egg product sales were $24.2 million, a decrease of $8.4 million, or 25.9%, compared to $32.7 million for the same period of fiscal 2019. Pounds sold for the thirty-nine weeks ended February 29, 2020 were 51.1 million, an increase of 5.9 million, or 13.1%, compared to the same period of fiscal 2019. The selling price per pound for the thirty-nine weeks ended February 29, 2020 was $0.474 compared to $0.725 for the same period of fiscal 2019, a decrease of $0.251 or 34.6%.

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COST OF SALES

Cost of sales consists of costs directly related to production, processing and packing of 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 cost of sales (in thousands, except cost per dozen data).

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	13 Weeks Ended						39 Weeks Ended
	February 29, 2020		March 2, 2019		Percent Change		February 29, 2020		March 2, 2019		Percent Change
Cost of Sales:
Farm production	$	172,525	$	162,595	6.1	%	$	499,840	$	473,655	5.5	%
Processing, packaging, and warehouse	60,186		57,126		5.4	%	170,998		167,181		2.3	%
Egg purchases and other (including change in inventory)	56,179		74,295		(24.4)	%	146,754		205,096		(28.4)	%
Total shell eggs	288,890		294,016		(1.7)	%	817,592		845,932		(3.4)	%
Egg products	6,870		7,443		(7.7)	%	19,687		23,881		(17.6)	%
Other	—		92		(100.0)	%	2,919		698		318.0	%
Total	$	295,760	$	301,551	(1.9)	%	$	840,198	$	870,511	(3.5)	%
Farm production cost (per dozen produced)
Feed	$	0.406	$	0.421	(3.6)	%	$	0.411	$	0.416	(1.2)	%
Other	$	0.323	$	0.320	0.9	%	$	0.328	$	0.316	3.8	%
Total	$	0.729	$	0.741	(1.6)	%	$	0.739	$	0.732	1.0	%
Outside egg purchases (average cost per dozen)	$	1.23	$	1.30	(5.4)	%	$	1.12	$	1.31	(14.5)	%
Dozen produced	239,072		222,213		7.6	%	684,837		654,380		4.7	%
Dozen sold	271,278		271,805		(0.2)	%	786,728		784,128		0.3	%

Cost of sales for the third quarter of fiscal 2020 was $295.8 million, a decrease of $5.8 million, or 1.9%, from $301.6 million for the same period of fiscal 2019. This decrease was primarily driven by the decrease in the volume of outside egg purchases as well as a slight decrease in the cost of these purchases. Farm production costs for the thirteen weeks ended February 29, 2020 was $172.5 million, compared to $162.6 million for the comparable period of fiscal 2019, an increase of $9.9 million, which is primarily due to an increase in production volume and an accelerated amortization expense associated with selling flocks early due to market conditions. Dozens produced increased by 7.6% compared to the same period of fiscal 2019. Feed cost per dozen for the thirteen weeks ended February 29, 2020, was $0.406, compared to $0.421 per dozen for the comparable period of fiscal 2019, a decrease of 3.6%. Other farm production cost per dozen produced increased 0.9% to $0.323 for the thirteen weeks ended February 29, 2020, compared to $0.320 for the same period of last year.

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Cost of sales for the thirty-nine weeks ended February 29, 2020 was $840.2 million, a decrease of $30.3 million, or 3.5%, from $870.5 million for the same period of fiscal 2019. This decrease was primarily driven by the decrease in both volume and a 15% decrease in the cost of outside egg purchases. Farm production costs for the thirty-nine weeks ended February 29, 2020 was $499.8 million, compared to $473.7 million for the comparable period of fiscal 2019, an increase of $26.2 million, which is primarily due to increased production volume and an accelerated amortization expense associated with selling flocks early due to market conditions, and higher labor costs. Dozens produced increased by 4.7% compared to the same period of fiscal 2019. Feed cost per dozen for the thirty-nine weeks ended February 29, 2020, was $0.411, compared to $0.416 per dozen for the comparable period of fiscal 2019, a decrease of 1.2%. Other farm production cost per dozen produced increased 3.8% to $0.328 for the thirty-nine weeks ended February 29, 2020, compared to $0.316 for the same period of last year.

Included in cost of sales for the thirty-nine weeks ended February 29, 2020 is a non-cash impairment loss on fixed assets of $2.9 million related to decommissioning some of our older, less efficient production facilities as we continue to invest in new facilities to meet the increasing demand for specialty eggs and reduce production costs.

Gross profit for the third quarter of fiscal 2020 was $49.8 million compared to $82.4 million for the same period of fiscal 2019. For the thirty-nine weeks ended February 29, 2020, gross profit decreased to $58.1 million from $210.1 million for the same period of fiscal 2019. This decrease for both periods, was primarily due to the significant drop in market prices, which we believe reflected the unfavorable supply and demand balance during the periods.

SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES

Selling, general, and administrative expenses include costs of marketing, distribution, accounting, and corporate overhead.  The following table presents an analysis of our selling, general, and administrative expenses (in thousands). 

	13 Weeks Ended
	February 29, 2020		March 2, 2019		$ Change		% Change
Specialty egg expense	$	12,581	$	14,218	$	(1,637)	(11.5)	%
Delivery expense	13,309		13,442		(133)		(1.0)	%
Payroll, taxes and benefits	10,639		10,674		(35)		(0.3)	%
Stock compensation expense	886		866		20		2.3	%
Other expenses	6,816		5,809		1,007		17.3	%
Total	$	44,231	$	45,009	$	(778)	(1.7)	%

For the thirteen weeks ended February 29, 2020, selling, general, and administrative expense was $44.2 million compared to $45.0 million for the thirteen weeks ended March 2, 2019. Specialty egg expense decreased $1.6 million, or 11.5%, compared to the same period of the prior year. Specialty egg expense typically fluctuates with specialty egg dozens sold, which decreased 7.1% for the thirteen weeks ended February 29, 2020.

Other expenses increased $1.0 million or 17.3% compared to same period in fiscal 2019. This increase is primarily due to increased property and casualty insurance premiums.

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	39 Weeks Ended
	February 29, 2020		March 2, 2019		$ Change		% Change
Specialty egg expense	$	35,995	$	40,973	$	(4,978)	(12.1)	%
Delivery expense	39,341		40,145		(804)		(2.0)	%
Payroll, taxes and benefits	31,391		31,695		(304)		(1.0)	%
Stock compensation expense	2,680		2,620		60		2.3	%
Other expenses	23,027		19,317		3,710		19.2	%
Total	$	132,434	$	134,750	$	(2,316)	(1.7)	%

For the thirty-nine weeks ended February 29, 2020, selling, general, and administrative expense was $132.4 million compared to $134.8 million for the thirty-nine weeks ended March 2, 2019. Specialty egg expense decreased $5.0 million, or 12.1%, compared to the same period of the prior year. Specialty egg expense typically fluctuates with specialty egg dozens sold, which decreased 6.0% for the thirty-nine weeks ended February 29, 2020. Advertising expense, which is a component of specialty egg expense, also contributed to the decrease in specialty egg expense for the thirty-nine weeks ended February 29, 2020.

Other expenses increased $3.7 million or 19.2% compared to same period in fiscal 2019. This increase is primarily due to increased property and casualty insurance premiums and an increase in charitable donations.

OPERATING INCOME (LOSS)

For the thirteen weeks ended February 29, 2020, we recorded an operating income of $5.2 million compared to operating income of $38.2 million for the same period of fiscal 2019.

For the thirty-nine weeks ended February 29, 2020, we recorded an operating loss of $74.8 million compared to an operating income of $76.2 million for the same period of fiscal 2019.

OTHER INCOME (EXPENSE)    

Total other income (expense) consists of items not directly charged to, or related to, operations such as interest income and expense, royalty income, equity in income or loss of unconsolidated entities, and patronage income, among other items.  

For the thirteen weeks ended February 29, 2020, we earned $880 thousand of interest income compared to $2.1 million for the same period of fiscal 2019. The decrease resulted from by significantly lower investment balances, partially offset by higher interest rates. The Company recorded interest expense of $77 thousand and $115 thousand for the thirteen weeks ended February 29, 2020 and March 2, 2019, respectively.

For the thirty-nine weeks ended February 29, 2020, we earned $3.9 million of interest income compared to $5.8 million for the same period of fiscal 2019. The decrease resulted from significantly lower investment balances, partially offset by higher interest rates. The Company recorded interest expense of $258 thousand and $358 thousand for the thirty-nine weeks ended February 29, 2020 and March 2, 2019, respectively.

Patronage dividends, which represent distributions from our membership in Eggland’s Best, Inc. were $10.1 million for the thirteen and thirty-nine weeks ended February 29, 2020 and $10.5 million for the same periods in the prior year. Patronage dividends are paid once a year based on profits of Eggland's best as well as their available cash.

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Equity in income of unconsolidated entities for the thirteen weeks ended February 29, 2020 was income of $1.4 million compared to income of $2.1 million for the same period of fiscal 2019. The decrease of $666,000 is primarily due to the decrease in egg selling prices impacting the profitability of our joint ventures.

Equity in income of unconsolidated entities for the thirty-nine weeks ended February 29, 2020 was a income of $537 thousand compared to income of $4.4 million for the same period of fiscal 2019. The decrease of $3.9 million is primarily due to the decrease in egg selling prices impacting the profitability of our joint ventures..

Other, net for the thirteen weeks ended February 29, 2020, was income of $79 thousand compared to income $147 thousand for the same period of fiscal 2019.

Other, net for the thirty-nine weeks ended February 29, 2020, was income of $1.9 million compared to income $372 thousand for the same period of fiscal 2019, primarily driven by realized and unrealized gains in equity securities.

INCOME TAXES

For the thirteen weeks ended February 29, 2020, pre-tax income was $18.0 million compared to $53.5 million pre-tax income for the same period of fiscal 2019. For thirteen weeks ended February 29, 2020, income tax expense of $4.3 million was recorded with an effective tax rate of 23.7%, compared to income tax expense of $13.6 million for the comparable period of fiscal 2019, which reflects an effective tax rate of 25.5%.

For the thirty-nine weeks ended February 29, 2020, pre-tax loss was $57.5 million compared to $98.7 million pre-tax income for the same period of fiscal 2019. For thirty-nine weeks ended February 29, 2020, income tax benefit of $15.4 million was recorded, with an effective tax rate of 26.7%, compared to income tax expense of $24.1 million for the comparable period of fiscal 2019, which reflects an effective tax rate of 24.4%.

At February 29, 2020, trade and other receivables included income taxes receivables of $11.6 million compared to $9.7 million at June 1, 2019.

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 and net income or loss attributable to noncontrolling interest. 

NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTEREST

For the thirteen weeks ended February 29, 2020, net income attributable to noncontrolling interest was $22 thousand compared to $88 thousand net income for the same period of fiscal 2019.

For the thirty-nine weeks ended February 29, 2020, net loss attributable to noncontrolling interest was $64 thousand compared to $625 thousand net income for the same period of fiscal 2019.

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

Net income for the thirteen weeks ended February 29, 2020 was $13.7 million, or $0.28 per basic and diluted share, compared to net income of $39.8 million, or $0.82 per basic and diluted share for the same period of last fiscal year.

Net loss for the thirty-nine weeks ended February 29, 2020 was $42.1 million, or $0.87 per basic and diluted share, compared to net income of $74.0 million, or $1.53 per basic and $1.52 per diluted share for the same period of last fiscal year.

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CAPITAL RESOURCES AND LIQUIDITY

Our working capital at February 29, 2020 was $355.7 million, compared to $492.8 million at June 1, 2019. The calculation of working capital is defined as current assets less current liabilities. Our current ratio was 4.97 at February 29, 2020, compared with 7.58 at June 1, 2019.

During the second quarter of fiscal 2020, we retired all outstanding long-term debt. As such there is no long-term debt at February 29, 2020, compared to $1.5 million at June 1, 2019. On July 10, 2018, we entered into a $100.0 million Senior Secured Revolving Credit Facility (“the Revolving Credit Facility”). As of February 29, 2020, no amounts were borrowed under the Revolving Credit Facility. We have $4.2 million in outstanding standby letters of credit, which were issued under our Revolving Credit Facility for the benefit of certain insurance companies. Refer to Note 8 of our June 1, 2019 audited financial statements for further information regarding our long-term debt.

For the thirty-nine weeks ended February 29, 2020, $36.5 million in net cash was used in operating activities, compared to $94.6 million provided by operating activities for the comparable period in fiscal 2019.   A decrease in egg selling prices which resulted in a net loss contributed to our decrease in cash flow from operations. Other adjustments, net decreased primarily due to the large increase in trade receivable balances.

For the thirty-nine weeks ended February 29, 2020, $181.5 million was provided from the sale and maturity of investment securities compared to $160.2 million for the thirty-nine weeks ended March 2, 2019. We used $12.1 million and $122.2 million to purchase investment securities for the thirty-nine weeks ended February 29, 2020 and March 2, 2019, respectively. The net decrease in investment securities funded negative cash flows from operations as well as ongoing construction projects and the acquisition of Mahard.

We did not invest additional resources in our unconsolidated entities during the thirty-nine weeks ended February 29, 2020 compared to $4.3 million for the same period fiscal 2019.  We continue to invest in our facilities as $94.6 million was used to purchase property, plant and equipment for the thirty-nine weeks ended February 29, 2020 compared to $36.8 million in the thirty-nine weeks ended March 2, 2019.  We used $44.5 million for the previously disclosed acquisition of Mahard in the second quarter of fiscal 2020 and $17.9 million for the acquisition of Featherland Egg Farm, Inc. in the second quarter of fiscal 2019. We received $6.1 million in distributions from unconsolidated entities during the thirty-nine weeks ended February 29, 2020 compared to $6.5 million for the same period fiscal 2019. We used $1.6 million for principal payments on long-term debt and finance leases compared to $3.0 million for the same period of fiscal 2019. We did not pay any dividends during thirty-nine weeks ended February 29, 2020 compared to $28.5 million for the same period of last fiscal year.

As of February 29, 2020, cash decreased $1.5 million since June 1, 2019 compared to an increase of $48.9 million during the same period of fiscal 2019.

The Revolving Credit Facility is guaranteed by all the current and future wholly-owned direct and indirect domestic subsidiaries of the Company, and is secured by a first-priority perfected security interest in substantially all of the Company’s and the guarantors’ accounts receivable, payment intangibles, instruments (including promissory notes), chattel paper, inventory (including farm products) and deposit accounts maintained with the administrative agent. The credit agreement governing our Revolving Credit Facility contains customary covenants including restrictions on the incurrence of liens, incurrence of additional debt, sales of assets and other fundamental corporate changes and investments. The credit agreement requires maintenance of two financial covenants (i) a minimum working capital ratio of 2.0 to 1.0 and (ii) an annual limit on capital expenditures of $100.0 million. Additionally, the credit agreement requires that Fred R. Adams Jr., his spouse, natural children, sons-in-law or grandchildren, or any trust, guardianship, conservatorship or custodianship for the primary benefit of any of the foregoing, or any family limited partnership, similar limited liability company or other entity that 100% of the voting control of such entity is held by any of the foregoing, shall maintain at least 50% of the outstanding voting power of the Company. Failure to satisfy any of these covenants will constitute a default under the terms of the credit agreement. In addition, under the terms of the credit agreement, dividends are restricted to the Company’s current dividend policy of one-third of the Company’s net income computed in accordance with GAAP. The Company is allowed to repurchase up to $75.0

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million of its capital stock in any year provided there is no default under the credit agreement and the borrower has availability of at least $20.0 million under the Revolving Credit Facility.

We continue to monitor the increasing demand for cage-free, organic and other specialty eggs in order to meet our customer's needs. We have invested over $344 million in facilities, equipment and related operations to expand our cage-free production starting with our first facility in 2008. The following table represents current material construction projects approved as of February 29, 2020 (in thousands):

Project(s) Type	Projected Completion	Projected Cost		Spent as of February 29, 2020		Remaining Projected Cost
Cage-Free Pullet Houses	Fiscal 2020	6,331		3,150		3,181
Convertible/Cage-Free Layer Houses & Pullet Houses	Fiscal 2021	31,701		17,457		14,244
Cage-Free Layer & Pullet Houses/Processing Facility	Fiscal 2022	87,204		28,793		58,411
		$	125,236	$	49,400	$	75,836

We believe our current cash balances, investments, cash flows from operations, and Revolving Credit Facility will be sufficient to fund our current and projected capital needs for at least the next twelve months.

IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS

In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which modifies the measurement of expected credit losses of certain financial instruments and changes the loss impairment methodology. The guidance is effective for annual reporting periods and interim periods within those annual reporting periods beginning after December 15, 2019, our fiscal 2021. Early adoption is permitted for annual reporting periods and interim periods within those annual reporting periods beginning after December 15, 2018, our fiscal 2020. The application of the guidance requires various transition methods depending on the specific amendment. We do not expect the adoption of this guidance will have a material impact on our consolidated financial statements.

In January 2017, the FASB issued ASU 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, which removes Step 2 from the goodwill impairment test. As a result, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting units’ fair value. The guidance is effective for annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2019, our fiscal 2021. Early adoption is permitted for annual or interim goodwill impairment tests performed on testing dates after January 1, 2017, and the prospective transition method should be applied. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.

In August 2018, the FASB issued ASU 2018-15, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40) Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract, which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. This standard will be effective for interim and annual reporting periods beginning after December 15, 2019, our fiscal 2021. Early adoption is permitted. The application of the guidance requires various transition methods depending on the specific amendment and the prospective transition method should be applied. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.

In August 2018, the FASB issued ASU 2018-14, Compensation – Retirement Benefits – Defined Benefit Plans – General (Subtopic 715-20) Disclosure Framework – Changes to the Disclosure Requirements for Defined Benefit

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Plans, which modifies the disclosure requirements for employers that sponsor defined benefit pension or other postretirement benefit plans. The guidance removes disclosures that are no longer considered cost beneficial and adds new, as well as clarifies certain other, disclosure requirements. This standard will be effective in fiscal years after December 15, 2020, our fiscal 2021, with the option to early adopt at any time prior to the effective date, and it will require adoption on a retrospective basis. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.

CRITICAL ACCOUNTING POLICIES    

We suggest our Summary of Significant Accounting Policies, as described in Note 1 of the Notes to Consolidated Financial Statements included our Annual Report on Form 10-K for the fiscal year ended June 1, 2019 (“2019 Annual Report”), and as described in Note 1 of the Notes to Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q, be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations included in such 2019 Annual Report and this Quarterly Report. Except for the adoption of ASU 2016-02, Leases, there have been no changes to our significant accounting policies described in our 2019 Annual report. In addition, there have been no changes to our critical accounting policies identified in our 2019 Annual Report.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

COMMODITY PRICE RISK

Our primary exposure to market risk arises from changes in the prices of eggs, corn and soybean meal, which are commodities subject to significant price fluctuations due to market conditions that are largely beyond our control. We are focused on growing our specialty shell egg business because the selling prices of specialty shell eggs are generally not as volatile as non-specialty shell egg prices. The following table outlines the impact of price changes for corn and soybean meal on feed cost per dozen:

Feed ingredient	Approximate change in feed ingredient cost	Approximate impact on feed costs per dozen		Approximate dollar impact on farm production cost for the 2019 fiscal year
Corn	$0.28 change in the average market price per bushel	$	0.01	$	8,767,050
Soybean Meal	$27 change in the average market price per ton	$	0.01	$	8,767,050

We generally do not enter into long-term contracts to purchase corn and soybean meal or hedge against increases in the price of corn and soybean meal.

ITEM 4.  CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Our disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms.  Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on an evaluation of our disclosure controls and procedures conducted by our Chief Executive Officer and Chief Financial Officer, together with other financial officers, such officers concluded that our disclosure controls and procedures were effective as of February 29, 2020 at the reasonable assurance level.

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Changes in Internal Control Over Financial Reporting

There was no change in our internal control over financial reporting that occurred during the quarter ended February 29, 2020 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

Refer to the discussion of certain legal proceedings involving the Company and/or its subsidiaries in our Annual Report on Form 10-K for the year ended June 1, 2019, Part I Item 3: Legal Proceedings, and Part II Item 8, Notes to Consolidated Financial Statements and Supplementary Data, Note 12: Contingencies, and in this Quarterly Report in Note 12: Commitments and Contingencies of the Notes to Condensed Consolidated Financial Statements, which discussions are incorporated herein by reference.

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 risk factors update and refine previously disclosed risk factors from our Annual Report on Form 10-K for the fiscal year ended June 1, 2019. Our risk factors 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 Form 10-Q and the Annual Report on Form 10-K for the fiscal year ended June 1, 2019, including under “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.

Events beyond our control such as pandemics (including the COVID-19 outbreak), extreme weather and natural disasters could negatively impact our business.

Since January 2020, the coronavirus (COVID-19) outbreak, characterized as a pandemic by the World Health Organization on March 11, 2020, has caused significant disruptions in international and U.S. economies and markets, intensifying in recent weeks. The potential impact of COVID-19 on our business in the future is uncertain. While we have seen near-term increases in demand for eggs and in egg prices related to consumer response to the pandemic, this may not continue. The pandemic, or similar disease outbreaks in the future, may depress demand for shell eggs due to quarantines or restrictions on public interactions that would limit the ability of consumers to purchase shell eggs. To date our facilities have been fully operational and we have not experienced any supply chain or delivery disruptions; however, this may not continue. If a significant percentage of our workforce, or the workforce of our suppliers or transportation providers, is unable to work because of illness or government restrictions related to the disease outbreak, our operations would be negatively impacted, potentially materially. Pandemics or disease outbreaks may also impact hens or the food supply, although to date, there is no known indication that COVID-19 affects hens or can be transferred through the food supply.

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, decrease 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, labor shortages or disruption of transportation channels, among other things. Any of these factors could have a material adverse effect on our financial results.

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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. In particular, changes in customer preferences and new legislation have accelerated an increase in demand for cage-free eggs, which increases uncertainty in our business and increases our costs.

We and many of our customers face pressure from animal rights groups, such as People for the Ethical Treatment of Animals and the Humane Society of the United States, to require all companies that supply food products to operate their business in a manner that treats animals in conformity with certain standards developed or approved by these animal rights groups. The standards change over time, but typically require minimum cage space for hens, among other requirements, and some of these groups have had successful legislative efforts to ban any form of caged housing in various states. In addition, 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.

Several states have passed minimum space and/or cage-free requirements for hens. For example, California passed Proposition 12 in November 2018, which provides for minimum space requirements per hen beginning in 2020 and mandates all eggs or egg products sold in California must be cage-free by 2022. Subsequently, Washington and Oregon have passed laws requiring cage-free hen housing by 2024. Massachusetts, Rhode Island and Michigan have passed laws establishing minimum space requirements for hens, which are being phased in over time. These laws affect sourcing, production and pricing of eggs (both conventional as well as specialty eggs) not only within these states but also in other areas of the country.

In response to the increase in demand for cage-free eggs, we increased capital expenditures to expand or convert our existing facilities based on a timeline designed to meet our customers’ current and anticipated needs. In addition, the ongoing production of cage-free eggs is more costly than the production of conventional eggs. Changing our infrastructure and operating procedures to conform to the new customer demands and new laws has resulted and will continue to result in additional costs, including capital and operating cost increases. We may not be able to pass on these costs to our customers. Our customers typically do not commit to long-term purchases of specific quantities or type of eggs with us, and as a result, we cannot predict with any certainty which types of eggs they will require us to supply in future periods. Accordingly, we may over-estimate future demand for cage-free eggs, which could increase our costs unnecessarily, or we may under-estimate future demand for cage free eggs, which could harm us competitively. We are enhancing our focus on cage-free capacity when considering acquisition opportunities, as discussed in more detail below.

Our growth strategy subjects us to various risks.

We plan to continue to pursue a growth strategy that includes acquisitions of other companies engaged in the production and sale of shell eggs. We consider many factors when evaluating an acquisition opportunity, including proximity to our existing and potential customers, market share, and any costs we deem necessary to improve production at the acquired facilities and integrate them into our operations. We intend to continue to expand through selective acquisitions while monitoring the market demand for cage-free eggs and expending capital resources necessary to construct and convert farms to cage-free when necessary to meet our customers' needs and timeline.

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 may over-estimate or under-estimate the demand for cage-free eggs, which could cause our acquisition strategy to be less-than-optimal for our future growth and profitability.

We cannot assure you that we:

• will identify suitable acquisition candidates;

• can consummate acquisitions on acceptable terms;

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• 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 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.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table is a summary of our third quarter 2020 share repurchases:

				Total Number of	Maximum Number
				Shares Purchased	of Shares that
	Total Number	Average		as Part of Publicly	May Yet Be
	of Shares	Price Paid		Announced Plans	Purchased Under the
Period	Purchased (1)	per Share		Or Programs	Plans or Programs
12/1/19 to 12/28/19	—	$	—	—	—
12/29/19 to 01/25/20	22,639	39.26		—	—
01/26/20 to 02/29/20	—	—		—	—
	22,639	$	39.26	—	—

(1) As permitted under our 2012 Omnibus Long-term Incentive Plan, these shares were withheld by us to satisfy tax withholding obligations for employees in connection with the vesting of restricted common stock.

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ITEM 6. EXHIBITS

Exhibits

No.	Description
3.1	Second Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 in the Registrant’s Form 8-K, filed July 20, 2018)
3.2	Composite Bylaws of the Company (incorporated by reference to Exhibit 3.2 in the Registrant’s Form 10-Q for the quarter ended March 2, 2013, filed April 5, 2013)
31.1*	Rule 13a-14(a) Certification of the Chief Executive Officer
31.2*	Rule 13a-14(a) Certification of the Chief Financial Officer
32**	Section 1350 Certification of the Chief Executive Officer and the Chief Financial Officer
99.1	Press release dated March 30, 2020 announcing interim period financial information (incorporated by reference to Exhibit 99.1 in the Company’s Form 8-K, filed on March 30, 2020)
101.SCH*+	Inline XBRL Taxonomy Extension Schema Document
101.CAL*+	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*+	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*+	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*+	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
*	Filed herewith as an Exhibit.
**	Furnished herewith as an Exhibit.
+	Submitted electronically with this Quarterly Report.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

CAL-MAINE FOODS, INC.

(Registrant)

Date:	March 30, 2020	/s/ Max P. Bowman
		Max P. Bowman
		Vice President, Chief Financial Officer (Principal Financial Officer)

໿

Date:	March 30, 2020	/s/ Michael D. Castleberry
		Michael D. Castleberry
		Vice President, Controller (Principal Accounting Officer)

໿

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