Edgar Filing: CAL-MAINE FOODS INC

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

(mark one)

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

For the quarterly period ended March 2, 2019

¨ 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: 000-04892

CAL-MAINE FOODS, INC.

(Exact name of registrant as specified in its charter)



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

3320 Woodrow Wilson Avenue, Jackson, Mississippi 39209

(Address of principal executive offices) (Zip Code)

(601) 948-6813

(Registrant’s telephone number, including area code)

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 þ 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 þ No ¨

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



Large Accelerated filer þ		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 þ

There were 43,894,478 shares of Common Stock, $0.01 par value, and 4,800,000 shares of Class A Common Stock, $0.01 par value, outstanding as of March 28, 2019.

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CAL-MAINE FOODS, INC. AND SUBSIDIARIES

FORM 10-Q

INDEX

FOR THE QUARTER ENDED MARCH 2, 2019



			Page Number
Part I.		Financial Information

	Item 1.	Condensed Consolidated Financial Statements (Unaudited)

		Condensed Consolidated Balance Sheets - March 2, 2019 and June 2, 2018	2

		Condensed Consolidated Statements of Income - Thirteen and Thirty-Nine Weeks Ended March 2, 2019 and March 3, 2018	3

		Condensed Consolidated Statements of Comprehensive Income - Thirteen and Thirty-Nine Weeks Ended March 2, 2019 and March 3, 2018	4

		Condensed Consolidated Statements of Cash Flows - Thirty-Nine Weeks Ended March 2, 2019 and March 3, 2018	5

		Notes to Condensed Consolidated Financial Statements	6

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14

	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	26

	Item 4.	Controls and Procedures	26

Part II.		Other Information

	Item 1.	Legal Proceedings	26

	Item 1A.	Risk Factors	27

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	28

	Item 6.	Exhibits	28

	Signatures		29

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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CAL-MAINE FOODS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)



	March 2, 2019			June 2, 2018
ASSETS	(unaudited)
Current assets:
Cash and cash equivalents	$	97,370		$	48,431
Investment securities available-for-sale	244,482			282,586
Trade and other receivables (less allowance for doubtful accounts of
$318 and $268 at March 2, 2019 and June 2, 2018, respectively)	93,222			85,839
Inventories	178,418			168,644
Prepaid expenses and other current assets	3,912			2,020
Total current assets	617,404			587,520
Property, plant and equipment, net	439,300			425,384
Investments in unconsolidated entities	68,728			66,806
Goodwill	35,525			35,525
Other intangible assets, net	24,466			26,307
Other long-lived assets	9,032			8,905
TOTAL ASSETS	$	1,194,455		$	1,150,447
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	84,116		$	87,209
Accrued dividends payable	13,245			17,093
Current maturities of long-term debt and capital lease obligations	2,444			3,536
Total current liabilities	99,805			107,838
Long-term debt and capital lease obligations, less current maturities	677			2,554
Other noncurrent liabilities	8,595			8,318
Deferred income taxes	77,335			76,055
Total liabilities	186,412			194,765
Contingencies - see Note 5

Stockholders’ equity:
Common stock, $0.01 par value, 120,000 authorized and 70,261 shares issued at
March 2, 2019, and June 2, 2018, respectively, and 43,895 and 43,831 shares
outstanding at March 2, 2019 and June 2, 2018, respectively	703			703
Class A convertible common stock, $.01 par value, 4,800 shares authorized, issued
and outstanding at March 2, 2019 and June 2, 2018	48			48
Paid-in capital	55,857			53,323
Retained earnings	974,287			924,918
Accumulated other comprehensive income (loss), net of tax	39			(693		)
Common stock in treasury at cost – 26,366 and 26,430 shares at March 2, 2019
and June 2, 2018	(25,865		)	(24,966		)
Total Cal-Maine Foods, Inc. stockholders’ equity	1,005,069			953,333
Noncontrolling interest in consolidated entities	2,974			2,349
Total stockholders’ equity	1,008,043			955,682
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	1,194,455		$	1,150,447

See Notes to Condensed Consolidated Financial Statements.

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CAL-MAINE FOODS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except per share amounts)

(unaudited)



	13 Weeks Ended						39 Weeks Ended
	March 2, 2019			March 3, 2018			March 2, 2019			March 3, 2018
Net sales	$	383,992		$	435,820		$	1,080,616		$	1,059,837
Cost of sales	301,551			315,722			870,511			840,007
Gross profit	82,441			120,098			210,105			219,830
Selling, general, and administrative expense	45,009			44,175			132,500			128,045
Legal settlement expense	—			—			2,250			80,750
Gain on disposal of fixed assets	(758		)	(279		)	(847		)	(325		)
Operating income	38,190			76,202			76,202			11,360
Other income (expense):
Interest income, net	1,986			992			5,459			2,043
Royalty income	565			169			1,784			760
Patronage dividends	10,482			8,286			10,482			8,286
Equity in income of affiliates	2,111			2,379			4,449			2,302
Other, net	147			29			372			(1,304		)
Total other income	15,291			11,855			22,546			12,087

Income before income taxes and noncontrolling interest	53,481			88,057			98,748			23,447
Income tax (benefit) expense	13,616			(8,301		)	24,134			(30,653		)
Net income before noncontrolling interest	39,865			96,358			74,614			54,100
Less: Net income (loss) attributable to noncontrolling interest	88			64			625			(65		)
Net income attributable to Cal-Maine Foods, Inc.	$	39,777		$	96,294		$	73,989		$	54,165

Net income per common share attributable to Cal-Maine Foods, Inc.:
Basic	$	0.82		$	1.99		$	1.53		$	1.12
Diluted	$	0.82		$	1.99		$	1.52		$	1.12
Weighted average shares outstanding:
Basic	48,417			48,361			48,416			48,340
Diluted	48,533			48,476			48,545			48,460

See Notes to Condensed Consolidated Financial Statements.

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CAL-MAINE FOODS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

(unaudited)



	13 Weeks Ended						39 Weeks Ended
	March 2, 2019			March 3, 2018			March 2, 2019			March 3, 2018
Net income, including noncontrolling interests	$	39,865		$	96,358		$	74,614		$	54,100

Other comprehensive income (loss), before tax:

Unrealized holding gain (loss) on available-for-sale securities, net of reclassification adjustments	1,217			(547		)	967			(1,004		)

Income tax benefit (expense) related to items of other comprehensive loss	(296		)	155			(235		)	340

Other comprehensive income (loss), net of tax	921			(392		)	732			(664		)

Comprehensive income	40,786			95,966			75,346			53,436

Less: comprehensive income (loss) attributable to the noncontrolling interest	88			64			625			(65		)

Comprehensive income attributable to Cal-Maine Foods, Inc.	$	40,698		$	95,902		$	74,721		$	53,501

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
	March 2, 2019			March 3, 2018
Operating activities:
Net income including noncontrolling interest	$	74,614		$	54,100
Depreciation and amortization	40,857			40,331
Other adjustments, net	(20,863		)	51,655
Net cash provided by operations	94,608			146,086

Investing activities:
Purchases of investment securities	(122,191		)	(136,921		)
Sales and maturities of investment securities	160,190			95,289
Investment in unconsolidated entities	(4,272		)	(4,100		)
Distributions from unconsolidated entities	6,545			5,831
Acquisition of business	(17,889		)	—
Purchases of property, plant and equipment	(36,841		)	(13,639		)
Net proceeds from disposal of property, plant and equipment	1,212			579
Net cash used by investing activities	(13,246		)	(52,961		)

Financing activities:
Purchase of common stock by treasury	(985		)	(1,128		)
Contributions from noncontrolling interests	—			279
Principal payments on long-term debt and capital lease obligations	(2,969		)	(3,662		)
Payment of dividends	(28,469		)	—
Net cash used in financing activities	(32,423		)	(4,511		)

Net change in cash and cash equivalents	48,939			88,614

Cash and cash equivalents at beginning of period	48,431			17,564
Cash and cash equivalents at end of period	$	97,370		$	106,178

See Notes to Condensed Consolidated Financial Statements.

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CAL-MAINE FOODS, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

March 2, 2019

(unaudited)

1. Presentation of Interim Information

The condensed consolidated balance sheet at June 2, 2018 was derived from the audited consolidated financial statements at that date. It does not include all of the information and footnotes required by generally accepted accounting principles (“GAAP”) for complete financial statements.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair statement of the results for the interim periods presented have been included. The preparation of condensed consolidated financial statements requires us to make estimates and assumptions. These estimates and assumptions affected reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates and assumptions. Operating results for the thirteen and thirty-nine weeks ended March 2, 2019 are not necessarily indicative of the results that may be expected for the year ending June 1, 2019.

For further information, refer to the consolidated financial statements and footnotes thereto included in Cal-Maine Foods, Inc.’s annual report on Form 10-K for the fiscal year ended June 2, 2018. References to “we,” “us,” “our,” or the “Company” refer to Cal-Maine Foods, Inc.

2. Acquisition

On October 14, 2018, the Company acquired substantially all of the commerical egg production and processing assets of Featherland Egg Farms, Inc. (“Featherland”) for $17.9 million in cash. The acquired assets include facilities with current capacity for approximately 600,000 laying hens, a feed mill, and related production and distribution facilities located near Marion, Texas. The acquired operations of Featherland are included in the accompanying financial statements as of October 14, 2018. Acquisition related costs incurred during the period were immaterial to the financial statements.

Pending the finalization of the Company’s valuation, the following table presents the preliminary fair values of the assets acquired (in thousands):



Inventory	$	1,433
Property, plant and equipment	16,206
Intangible assets	250
Purchase price	$	17,889

Pro-forma information was not material to the Company’s Condensed Consolidated Financial Statements.

3. Stock Based Compensation

Total stock based compensation expense for the thirty-nine weeks ended March 2, 2019 and March 3, 2018 was $2.6 million in both periods.

Unrecognized compensation expense as a result of non-vested shares of the 2012 Omnibus Long-Term Incentive Plan at March 2, 2019 was $7.0 million, and will be recorded over a weighted average period of 2.3 years. Refer to Note 10 of our June 2, 2018 audited financial statements for further information on our stock compensation plans.

Index

At March 2, 2019, there were 252,388 restricted shares outstanding, with a weighted average grant date fair value of $43.20 per share. The Company’s restricted share activity for the thirty-nine weeks ended March 2, 2019 follows:



	Number of Shares		Weighted Average Grant Date Fair Value
Outstanding, June 2, 2018	241,290		$	45.30
Granted	94,189		42.68
Vested	(75,942	)	49.14
Forfeited	(7,149	)	44.00
Outstanding, March 2, 2019	252,388		$	43.20

4. Inventories

Inventories consisted of the following (in thousands):



	March 2, 2019		June 2, 2018
Flocks	$	103,311	$	96,594
Eggs and egg products	18,245		17,313
Feed and supplies	56,862		54,737
	$	178,418	$	168,644

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 March 2, 2019 consisted of approximately 9.4 million pullets and breeders and 37.7 million layers.

5. Contingencies

Financial Instruments

The Company maintained standby letters of credit (“LOC”) totaling $4.2 million at March 2, 2019. The LOCs are collateralized with cash which is included in the line item “Other assets” in the Condensed Consolidated Balance Sheets. The outstanding LOCs are for the benefit of certain insurance companies, and are not recorded as a liability on the consolidated balance sheets.

Legal Contingencies

The Company is a defendant in certain legal actions, and intends to vigorously defend its position in these actions. If the Company’s assessment of a contingency indicates it is probable a material loss has been incurred and the amount of the liability can be reasonably estimated, the estimated liability is accrued in the Company’s financial statements. If the assessment indicates a potential material loss contingency is not probable, but is reasonably possible, or probable but cannot be reasonably estimated, then the nature of the contingent liability, together with an estimate of the possible loss or range of possible loss will be disclosed, or a statement will be made that such an estimate cannot be made.

These legal actions are discussed in detail at Part II, Item 1, of this report.

Index

6. Net Income per Common Share

Basic net income per share was calculated by dividing net income by the weighted-average number of common shares outstanding during the period. Diluted net income 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. The computations of basic and diluted net income per share attributable to the Company are as follows (in thousands, except per share data):



	13 Weeks Ended				39 Weeks Ended
	March 2, 2019		March 3, 2018		March 2, 2019		March 3, 2018
Net income attributable to Cal-Maine Foods, Inc.	$	39,777	$	96,294	$	73,989	$	54,165

Basic weighted-average common shares	48,417		48,361		48,416		48,340
Effect of dilutive securities:
Restricted shares	116		115		129		120
Dilutive potential common shares	48,533		48,476		48,545		48,460

Net income per common share attributable to Cal-Maine Foods, Inc.:
Basic	$	0.82	$	1.99	$	1.53	$	1.12
Diluted	$	0.82	$	1.99	$	1.52	$	1.12

7. 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):



	March 2, 2019				June 2, 2018
	Carrying Value		Fair Value		Carrying Value		Fair Value
Note payable	$	2,019	$	2,047	$	4,750	$	4,732
Long-term leases	1,102		967		1,340		1,171
	$	3,121	$	3,014	$	6,090	$	5,903

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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 March 2, 2019 and June 2, 2018 (in thousands):

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						Total
March 2, 2019	Level 1		Level 2		Level 3	Balance
Assets
US government and agency obligations	—		$	30,770	—	$	30,770
Municipal bonds	—		47,907		—	47,907
Commercial paper	—		3,223		—	3,223
Corporate bonds	—		155,571		—	155,571
Certificates of deposits	—		3,020		—	3,020
Asset backed securities	—		3,991		—	3,991
Mutual funds	3,403		—		—	3,403
Total assets measured at fair value	$	3,403	$	244,482	—	$	247,885

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							Total
June 2, 2018	Level 1		Level 2		Level 3		Balance
Assets
US government and agency obligations	$	—	$	23,817	$	—	$	23,817
Municipal bonds	—		20,666		—		20,666
Certificates of deposits	—		2,507		—		2,507
Commercial paper	—		17,920		—		17,920
Corporate bonds	—		214,083		—		214,083
Variable rate demand notes	—		600		—		600
Asset backed securities	—		2,993		—		2,993
Mutual funds	3,071		—		—		3,071
Total assets measured at fair value	$	3,071	$	282,586	$	—	$	285,657

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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8. Investment Securities

The following represents the Company’s investment securities as of March 2, 2019 and June 2, 2018 (in thousands):



March 2, 2019	Amortized Cost		Unrealized Gains		Unrealized Losses		Estimated Fair Value
US government and agency obligations	$	30,834	$	—	$	64	$	30,770
Municipal bonds	47,866		41		—		47,907
Commercial paper	3,238		—		15		3,223
Corporate bonds	156,040		—		469		155,571
Certificates of deposits	3,025		—		5		3,020
Asset backed securities	3,990		1		—		3,991
Total current investment securities	$	244,993	$	42	$	553	$	244,482

Mutual funds	$	2,312	$	1,091	$	—	$	3,403
Total noncurrent investment securities	$	2,312	$	1,091	$	—	$	3,403



June 2, 2018	Amortized Cost		Unrealized Gains		Unrealized Losses		Estimated Fair Value
US government and agency obligations	$	23,991	$	—	$	174	$	23,817
Municipal bonds	20,697		—		31		20,666
Certificates of deposits	2,510		—		3		2,507
Commercial paper	17,926		—		6		17,920
Corporate bonds	215,273		—		1,190		214,083
Variable rate demand notes	600		—		—		600
Asset backed securities	3,010		—		17		2,993
Total current investment securities	$	284,007	$	—	$	1,421	$	282,586

Mutual funds	$	2,037	$	1,034	$	—	$	3,071
Total noncurrent investment securities	$	2,037	$	1,034	$	—	$	3,071

The mutual funds are classified as “Other long-lived assets” in the Company’s Condensed Consolidated Balance Sheets. Proceeds from sales and maturities of investment securities were $160.2 million and $95.3 million during the thirty-nine weeks ended March 2, 2019 and March 3, 2018, respectively. Gross realized gains for the thirty-nine weeks ended March 2, 2019 and March 3, 2018 were approximately $55,000 and $25,000, respectively. Gross realized losses for the thirty-nine weeks ended March 2, 2019 and March 3, 2018 were approximately $35,000 and $5,000, respectively. For purposes of determining gross realized gains and losses, the cost of securities sold is based on the specific identification method.

Unrealized holding gains (losses), net of taxes, for the thirty-nine weeks ended March 2, 2019 and March 3, 2018 were as follows (in thousands):



	39 Weeks Ended
	March 2, 2019		March 3, 2018
Current investments	$	689	$	(975	)
Noncurrent investments	43		311
Total unrealized holding gains (losses)	$	732	$	(664	)

Index

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 March 2, 2019, are as follows (in thousands):



	Estimated Fair Value
Within one year	$	140,391
1-5 years	104,091
Total	$	244,482

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9. 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 generally accepted accounting principles in an amount equal to one-third (1/3) of such quarterly income. Dividends are paid to shareholders of record as of the 60th day following the last day of such quarter, except for the fourth fiscal quarter. For the fourth quarter, the Company 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. For the third quarter of fiscal 2019, the dividend is payable on May 16, 2019, to holders of record on May 1, 2019. Following a quarter for which the Company does not report net income attributable to Cal-Maine Foods, Inc., the Company will not pay a dividend for a subsequent profitable quarter until the Company is profitable on a cumulative basis computed from the date of the last quarter for which a dividend was paid. The amount of the accrual appears on the Condensed Consolidated Balance Sheets as “Accrued dividends payable”. At the end of the third quarter of fiscal 2018 on March 3, 2018, the amount of cumulative losses to be recovered before payment of a dividend was $20.5 million.

On our condensed consolidated statement of income, 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
	March 2, 2019		March 3, 2018		March 2, 2019		March 3, 2018
Net income attributable to Cal-Maine Foods, Inc.	$	39,777	$	96,294	$	73,989	$	54,165

Net income attributable to Cal-Maine Foods, Inc. available for dividend	$	39,777	$	—	$	73,989	$	—

1/3 of net income attributable to Cal-Maine Foods, Inc. available for dividend	$	13,245	$	—	$	24,626	$	—

Common stock outstanding (shares)	43,894		43,773
Class A common stock outstanding (shares)	4,800		4,800
Total common stock outstanding (shares)	48,694		48,573

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).

Index

10. Equity

The following reflects the equity activity, including our noncontrolling interest, for the thirteen and thirty-nine weeks ended March 2, 2019 and March 3, 2018 (in thousands):



	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 (Loss)			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
Grant of restricted stock, net of forfeitures	—		—		88			(88		)	—			—			—		—
Purchase of company stock - shares withheld to satisfy withholding obligations in connection with the 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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	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 (Loss)			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
Grant of restricted stock, net of forfeitures	—		—		86			(86		)	—			—			—		—
Purchase of company stock - shares withheld to satisfy withholding obligations in connection with the 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