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CAL-MAINE FOODS INC (CALM) FY 2025 MD&A

Verbatim Item 7 Management's Discussion and Analysis from CAL-MAINE FOODS INC's 10-K for fiscal year 2025. Filing date: 2025-07-22. Report date: 2025-05-31. Accession: 0001562762-25-000170.

This page reproduces the company's own Item 7 MD&A text from the linked SEC filing. It is filer text, not grepcent analysis, scoring, or investment advice.

Extracted from a substantive MD&A body after the formal Item 7 span was a TOC or reference stub. Confidence: high.

Company profile: CALM · All MD&A years: index · Previous year: FY 2024

RESULTS OF OPERATIONS

The following table sets

forth, for the fiscal

years indicated, certain items

from our Consolidated Statements

of Income expressed

as a percentage of net sales.

Fiscal Year Ended

May 31, 2025

June 1, 2024

Net sales

100.0

%

100.0

%

Cost of sales

56.6

%

76.7

%

Gross profit

43.4

%

23.3

%

Selling, general and administrative

7.4

%

10.9

%

Gain on involuntary conversions

%

(1.0)

%

Operating income

36.0

%

13.4

%

Total other income

1.6

%

2.0

%

Income before income taxes

37.6

%

15.4

%

Income tax expense

9.0

%

3.6

%

Net income

28.6

%

11.8

%

Less:

Net loss attributable to noncontrolling interest

%

(0.1)

%

Net income attributable to Cal-Maine Foods, Inc.

28.6

%

11.9

%

Fiscal Year

Ended May 31, 2025 Compared to Fiscal Year Ended June 1, 2024

NET SALES

Total net sales for fiscal 2025 were $4.3 billion compared to $2.3 billion for the prior fiscal year.

Shell egg sales represented

94.3% and 95.3% of

total net sales in

fiscal 2025 and 2024,

respectively. The

Company’s shell

egg

offerings, for both branded and

private-label products, include specialty

and conventional shell eggs.

Specialty shell eggs include

cage-free,

organic,

brown,

free-range,

pasture-raised

and

nutritionally

enhanced

shell

eggs.

Conventional

shell

eggs

sales

represent all

other shell

egg sales

not sold

as specialty

shell eggs.

The Company’s

egg products

and prepared

foods offerings

include liquid and

frozen egg products

and prepared foods

such as hard-cooked

eggs, egg wraps,

protein pancakes, crepes

and

wrap-ups. Other sales represent feed sales, miscellaneous byproducts and resale products.

The table below presents net sales in key categories (in thousands, except percentage data):

Fiscal Year Ended

May 31,

2025

June 1, 2024

% Change

Shell Eggs

$

4,019,910

$

2,217,408

81.3

%

Egg products and prepared foods

198,833

89,009

123.4

Other

43,142

20,026

115.4

Total net sales

$

4,261,885

$

2,326,443

83.2

%

31

The table below presents an analysis of our shell egg sales (in thousands, except percentage data):

May 31, 2025

June 1, 2024

Shell egg sales

Conventional

$

2,835,423

70.5

%

$

1,291,743

58.3

%

Specialty

1,184,487

29.5

%

925,665

41.7

%

Total shell egg sales

4,019,910

100.0

%

2,217,408

100.0

%

Dozens sold

Conventional

812,396

63.3

%

746,687

65.1

%

Specialty

470,215

36.7

%

400,946

34.9

%

Total dozens sold

1,282,611

100.0

%

1,147,633

100.0

%

Net average selling price per dozen

Conventional

$

3.490

$

1.730

Specialty

$

2.519

$

2.309

All shell eggs

$

3.134

$

1.932

Shell egg sales

-

For

fiscal

2025,

shell

egg

sales

increased

$1.8

billion

compared

to

fiscal

2024,

primarily

due

to

the

increase

in

net

average selling prices for conventional eggs, and to a lesser extent the increase in dozens sold.

-

For fiscal 2025, conventional egg sales increased $1.5 billion, or 119.5%, compared to fiscal 2024, primarily due to the

increase

in

conventional

egg

prices.

Changes in

price resulted

in

a $1.4

billion

increase in

net

sales and

changes

in

volume resulted

in a

$114

million increase

in net

sales. Conventional

egg prices

increased significantly

during fiscal

2025 due to a resurgence of HPAI outbreaks, which decreased the supply.

-

Specialty egg

sales increased

$258.8 million,

or 28.0%,

for fiscal

2025 compared

to fiscal

2024, primarily

due to a

17.3%

increase in

the volume

of specialty

dozens sold,

and to

a lesser

extent a

9.1% increase

in price.

Changes in

volume

resulted in a $159.9 million increase in net sales and changes in price resulted in a $98.7 million increase in net sales.

-

Our dozens sold

for fiscal 2025

increased 11.8%

compared to fiscal

2024. We

had an

increase in production

capacity

with the acquisition

of the commercial

shell egg production

and processing business

of ISE during

the first quarter

of

fiscal 2025 as well as the resumption of full operations at our facilities in Chase, KS, and Farwell, TX, which were shut

down in the third and fourth quarters of fiscal 2024 due to HPAI outbreaks.

Egg products and prepared foods sales

-

Egg products and prepared foods sales increased $109.8 million, or 123.4% compared to fiscal 2024, primarily due to a

138.7% increase in sales of liquid eggs, which had a $54.9

million positive impact on net sales, and a 41.4% increase in

volume of liquid egg products sold.

The increase in volume, which had a

$23.3 million positive impact on net

sales, is

primarily related to the acquisition of ISE, which included a breaking facility.

-

Our egg products net average selling price increased in fiscal 2025, compared to fiscal 2024 as the supply of shell eggs

used to produce egg products decreased due to the resurgence of HPAI outbreaks.

-

Sales from hard-cooked eggs increased

$22.7 million or 137.3% to 39.1

million in fiscal 2025, compared to

fiscal 2024,

as more processing capabilities came online throughout fiscal 2025 from our investments in MeadowCreek.

Other

-

Other sales increased compared to

the prior year period primarily

due to higher feed sales

related to our ISE acquisition.

32

COST OF SALES

Cost of

sales consists

of costs

directly related

to producing,

processing and

packing shell

eggs, purchases

of shell

eggs from

outside sources, processing and packing of egg products and other non-egg costs. Farm production costs are those costs

incurred

at the egg production facility, including feed, facility

(including labor), hen amortization and

other related farm production costs.

The following table presents the key variables affecting our cost of sales (in thousands, except cost per dozen data):

Fiscal Year Ended

May 31, 2025

June 1, 2024

% Change

Cost of Sales

Farm production

$

1,035,638

$

987,861

4.8

%

Processing, packaging, and warehouse

396,116

335,949

17.9

Egg purchases and other cost of sales

819,619

380,200

115.6

Egg products and prepared foods

159,627

80,862

97.4

Total cost of sales

$

2,411,000

$

1,784,872

35.1

%

Farm production costs (per dozen produced)

Feed

$

0.490

$

0.550

(10.9)

%

Other

$

0.428

$

0.433

(1.2)

%

Total farm production cost

$

0.918

$

0.983

(6.6)

%

Outside egg purchases (average cost per dozen)

$

3.67

$

2.16

69.9

%

Dozens produced

1,135,955

1,018,835

11.5

%

Percent produced to sold

88.6%

88.8%

(0.2)

%

Farm Production

-

Feed costs

per dozen

produced decreased

10.9% in

fiscal 2025

compared to

fiscal 2024,

primarily due

to lower

feed

ingredient prices. The decrease in feed cost per dozen

resulted in a decrease in cost of sales of

$68.2 million compared

to the prior year.

-

For fiscal 2025, the average daily CBOT market price was $4.38 per bushel for corn and $311 per ton of soybean meal,

representing decreases of 8.1% and 20.1%, respectively, as compared to the average daily CBOT prices for fiscal 2024.

-

Other farm production costs per dozen produced decreased primarily due to lower flock amortization. Feed costs

reached their peak in the second quarter of fiscal 2023 and have since trended downward. Lower costs resulted in

lower capitalized values of the flocks during the grow out phase, which reduced amortization cost over time.

Current indications for corn

and soybean project

a neutral stocks-to-use ratio

in the near term

compared with the levels

prevailing

today; however,

as long

as outside

factors remain

uncertain (including

weather patterns

and global

supply chain

disruptions),

volatility could remain.

Processing, packaging, and warehouse

-

Processing, packaging, and

warehouse costs increased

primarily due to

an 11.7%

increase in the

volume of processed

dozens as well as an increase in costs of packaging materials.

Egg purchases and other cost of sales

-

Costs in

this category

increased primarily due

to higher

shell egg

prices as

the average

cost per

dozen of

outside egg

purchases increased 69.9%

compared to fiscal

2024, as well

as due to an

increase of 27.6%

in dozens purchased.

Dozens

purchased increased due

to purchasing more

eggs to supply

our customers while

the nation experienced

lower supply

due to HPAI.

33

GROSS PROFIT

Gross

profit,

as

a

percentage

of

net

sales,

was

43.4%

for

fiscal

2025,

compared

to

23.3%

for

fiscal

2024.

The

increase

was

primarily due to higher net average selling

prices, particularly for conventional eggs, and higher volumes,

as well as lower feed

ingredient prices, partially offset by the increase in volume and price of outside egg purchases.

SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES

Selling, general, and administrative (“SGA”)

expenses include costs of delivery, marketing, and

other general and administrative

expenses. Delivery expense includes contract trucking expense

and all costs to maintain and operate

our fleet of trucks to deliver

products to

customers including

the related

payroll expenses.

Marketing expense

includes franchise

fees that

are submitted

to

Eggland’s Best, Inc. (“EB”) to

support the EB

brand, brokerage and

commission fees, and

other general marketing

expenses such

as

payroll expenses

for our

in-house sales

team. Other

general

and

administrative expenses

include corporate

payroll related

expenses

and

other

general

corporate

overhead

costs.

The

following

table

presents

an

analysis

of

our

SGA

expenses

(in

thousands):

Fiscal Year Ended

May 31, 2025

June 1, 2024

$ Change

% Change

Delivery expense

$

93,460

$

72,742

$

20,718

28.5

%

Marketing expense

53,861

52,285

1,576

3.0

%

Litigation loss contingency accrual

19,648

(19,648)

N.M.

%

Other general and administrative expenses

167,128

107,950

59,178

54.8

%

Total

$

314,449

$

252,625

$

61,824

24.5

%

N.M. - Not Meaningful

Delivery expense

-

The increased delivery expense is primarily due to an increase

in our sales volumes of egg and egg products

compared

to fiscal 2024.

Contract trucking

expenses increased

in connection

with our

acquisition of

ISE and our

facilities in

Chase,

KS and Farwell, TX being fully operational in fiscal year 2025.

Marketing expense

-

Marketing expense increased

slightly in fiscal

2025 compared to

fiscal 2024 primarily

due to an

increase in franchise

fees as specialty sales increased.

Litigation loss contingency accrual

-

In the second quarter of fiscal 2024, we accrued a $19.6 million loss contingency relating to a jury decision returned in

pending anti-trust

litigation. See

further discussion

in

Note 16 – Commitments and Contingencies

of Part

II. Item

8.

Notes to Consolidated Financial Statements.

Other general and administrative expenses

-

The increase

in other

general and

administrative expense

is primarily

due both

to an

increase in

the accrual

for anticipated

employee bonuses

and to

a $15

million increased

adjustment to

the fair

value of

contingent consideration

associated

with the

Fassio acquisition.

See further

discussion in

Note 4 – Fair Value Measurements

of Part

II. Item

8. Notes

to

Consolidated Financial Statements.

(GAIN) LOSS ON INVOLUNTARY

CONVERSIONS

For fiscal 2025

and 2024, we

recorded a loss

of $156 thousand

and gain of

$23.5 million, respectively. The gain

recorded in fiscal

2024 was due

to recoveries

under indemnity

and insurance

programs that exceeded

the amortized

book value

of the covered

assets

and our direct costs, primarily related to the HPAI outbreaks

at our Kansas and Texas facilities.

34

OPERATING

INCOME

As a result of the above, our operating income was $1.5 billion for fiscal 2025, compared to $312.5 million for fiscal 2024.

OTHER INCOME (EXPENSE)

Total

other

income

(expense)

consists

of

items

not

directly

charged

to,

or

related

to, operations

such

as

interest

income

and

expense, equity in

income or loss

of unconsolidated entities,

and patronage dividends, among

other items. Patronage dividends

are paid to us from our membership in the EB cooperative.

The Company recorded interest income of $48.7 million

in fiscal 2025, compared to $32.3 million in

fiscal 2024, primarily due

to significantly higher

cash and cash

equivalents and investment

securities available-for-sale balances

and yields. We

recorded

interest expense of $612

thousand and $549 thousand

in fiscal 2025 and

2024, respectively, primarily related to commitment

fees

on our Credit Facility described below.

INCOME TAXES

For the fiscal year ended

May 31, 2025, our pre-tax

income was $1.6 billion, compared

to $360.0 million for fiscal

2024. Income

tax expense

of $384.9

million was

recorded for

fiscal 2025

with an

effective tax

rate of

24.0%.

For fiscal

2024, income

tax

expense was $83.7 million with an effective tax rate of 23.2%.

Items causing

our effective

tax rate

to differ

from the

federal statutory

income tax

rate of

21% are

state income

taxes, certain

federal tax credits

and certain items included

in income or

loss for financial reporting

purposes that are

not included in taxable

income or loss

for income tax

purposes, including tax exempt

interest income, certain nondeductible

expenses, and net

income

or loss attributable to noncontrolling interest.

NET LOSS ATTRIBUTABLE

TO NONCONTROLLING INTEREST

Net loss attributable

to noncontrolling interest

was $1.8 million

for fiscal 2025

compared to a

$1.6 million net

loss for fiscal

2024.

NET INCOME ATTRIBUTABLE

TO CAL-MAINE FOODS, INC.

As a result

of the above,

net income attributable

to Cal-Maine Foods,

Inc. for fiscal

2025 was $1.2

billion, or $25.04

per basic

and $24.95 per diluted share, compared to $277.9 million, or $5.70 per basic and $5.69 per diluted share for fiscal 2024.

Fiscal Year

Ended June 1, 2024 Compared to Fiscal Year Ended June 3, 2023

The discussion of our results of operations for the fiscal year ended June 1, 2024 compared to the fiscal year ended June 3, 2023

can be found in Part II.

Item 7. Management's Discussion and Analysis of

Financial Condition and Results of Operations in

the

Company’s fiscal 2024 Annual Report on Form 10-K.

LIQUIDITY AND CAPITAL RESOURCES

We aim to maintain

a strong balance

sheet and liquidity, particularly

given the cyclical

nature of our

business. We believe a

strong

balance sheet supports our growth opportunities and stockholder returns. Our priorities for the use of cash in

recent periods have

included the payment of

dividends pursuant to our

variable dividend policy, inorganic growth through acquisitions

of businesses,

organic

growth

including

construction

and

conversion

of

cage-free

facilities

and

investment

in

value-added

products,

and

maintenance capital expenditures.

Working Capital and Current Ratio

Our working

capital at

May 31,

2025 was

$1.7 billion, compared

to $1.0

billion at

June 1,

2024. The

calculation of

working

capital is defined as

current assets less current

liabilities. Our current ratio was

6.4 at May 31,

2025 compared to 5.5

at June 1,

2024. The current ratio is calculated by dividing

current assets by current liabilities. The increase

in our current ratio is primarily

due to the increase in total current assets, which increased by $726.3 million to $2.0 billion at May 31, 2025, due to increases in

cash

and

cash

equivalents

and

investment

securities

available-for-sale.

Due

to

seasonal

factors

described

in

Part I. Item I.

Business – Seasonality

, we generally

expect our

need for working

capital to be

highest in

the fourth and

first fiscal

quarters ending

in May/June and August/September, respectively.

35

Cash Flows from Operating Activities

Net cash

provided by

operating activities

was $1.2

billion for

fiscal 2025,

compared to

$451.4 million for

fiscal 2024.

The increase

in

cash

flow

from

operating

activities

resulted

primarily

from

higher

net

average

selling

prices

per

dozen,

particularly

for

conventional eggs, increased volume of sales and

a decrease in feed ingredient costs compared

to the prior year,

partially offset

by the increase in volume and price of outside egg purchases.

Cash Flows from Investing Activities

For fiscal 2025, $575.5 million was

used in investing activities, primarily due

to purchases of investment securities,

purchases of

property, plant and equipment

and the acquisition

of assets of

ISE compared to

$412.6 million used

in investing activities

in fiscal

2024, primarily due to purchases

of investment securities, purchases of

property, plant and equipment and the Fassio acquisition.

Purchases of investment

securities were $1.2

billion in fiscal

2025 compared to

$573.6 million in

fiscal 2024. Sales

and maturities

of investment securities were

$907.6 million in fiscal

2025, compared to $358.9 million

for fiscal 2024. The increase

in sales and

maturities of investment securities is primarily due to the maturities of

short-term investments during fiscal 2025. Cash paid for

business acquisitions was $116.2 million in

fiscal 2025, primarily related to

the ISE acquisition, and

$53.7 million in fiscal 2024,

related to

the Fassio

acquisition. Purchases

of property,

plant and

equipment were

$161.3 million

and $147.1

million in

fiscal

2025 and 2024, respectively, primarily reflecting progress on our construction projects.

Cash Flows from Financing Activities

We

paid

dividends

totaling

$330.3

million

and

$91.9

million

in

fiscal

2025

and

2024,

respectively.

During

fiscal

2025,

we

repurchased $54.0 million

in shares of

Common Stock, primarily

under our share

repurchase program. See

“Share Repurchase

Program,” below.

Increase (decrease) in Cash and Cash Equivalents

As of May 31, 2025, cash increased $261.5 million since June 1, 2024, compared to a $54.9 million decrease

during fiscal 2024.

The increase is primarily due to the increase in net sales during fiscal 2025.

Acquisition of Echo Lake Foods

Subsequent to our fiscal 2025 year-end, we acquired Echo Lake Foods. The purchase price was approximately $258 million and

was funded with available cash on hand. For additional information, refer to Part II. Item 8. Notes to the Consolidated Financial

Statements,

Note 17 – Subsequent Events

.

Credit Facility

On November 15,

2021, we entered

into an Amended

and Restated Credit

Agreement (as amended,

the “Credit Agreement”)

with

a five-year term. The Credit Agreement provides

for a senior secured revolving credit facility

(the “Credit Facility”), in an initial

aggregate principal amount of up to $250 million. As of May 31, 2025, no amounts were borrowed under the Credit Facility. As

of May 31, 2025, we

had $4.7 million in outstanding

standby letters of credit, which

were issued under our Credit

Facility for the

benefit of

certain insurance

companies. On

March 25,

2025, we

entered into

the Second

Amendment to

the Credit

Facility to

amend the definition

of Change of

Control to exclude

the conversion of

all outstanding shares

of Class A

Common Stock into

Common Stock.

Refer to

Part II.

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