UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
(mark one)
x Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended March 1, 1997
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: 000-04892
CAL-MAINE FOODS, INC.
(Exact name of registrant as specified in its charter)
Delaware 64-0500378
(State or other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
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 X No_____
Number of shares outstanding of each of the issuer's classes of
common stock (exclusive of treasury shares), as of April 10, 1997.
Common Stock, $0.01 par value 12,032,000 shares
Class A Common Stock, $0.01 par value 1,200,000 shares
CAL-MAINE FOODS, INC.
INDEX
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Page
Part I. Financial Information Number
Item 1. Financial Statements
Condensed Consolidated Balance Sheets -
March 1, 1997 and June 1, 1996 3
Condensed Consolidated Statements of
Operations - Three Months and Nine Months Ended
March 1, 1997 and March 2, 1996 4
Condensed Consolidated Statements of Cash
Flow - Nine Months Ended March 1, 1997 and
March 2, 1996 5
Notes to Condensed Consolidated Financial
Statements 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 7
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K 10
Signatures 11
</TABLE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CAL-MAINE FOODS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share amounts)
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March 1, 1997 June 1, 1996
ASSETS (unaudited) (note)
Current assets
Cash and cash equivalents $ 24,332 $ 3,959
Accounts receivable, net 14,701 14,007
Inventories - note 2 42,447 40,970
Prepaid expenses and other current assets 1,158 1,512
Total current assets 82,638 60,448
Notes receivable and investments 4,620 5,318
Other assets 1,303 529
Property, plant and equipment 150,598 142,237
Less accumulated depreciation (64,396) (58,541)
86,202 83,696
TOTAL ASSETS $ 174,763 $ 149,991
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued expenses $ 22,651 $ 20,094
Current maturities of long-term debt 4,154 4,257
Current deferred income taxes 9,355 9,355
Total current liabilities 36,160 33,706
Long-term debt, less current maturities 54,838 59,169
Deferred expenses 2,018 1,561
Deferred income taxes 7,655 7,655
Total liabilities 100,671 102,091
Stockholders' equity
Common stock $0.01 par value per share
Authorized shares - 30,000,000 at
March 1, 1997, 18,000,000 at June 1, 1996
Issued and outstanding shares - 17,565,200 at
March 1, 1997 and 17,035,200 at
June 1, 1996 176 170
Class A common stock $0.01 par value, authorized
and issued 1,200,000 shares, none at
June 1, 1996 12 0
Paid-in capital 18,786 8,229
Retained earnings 61,023 47,058
Common stock in treasury - 5,533,200 shares
at March 1, 1997 and 5,522,400 shares at
June 1, 1996 (5,905) (5,863)
Note receivable from stockholder 0 (1,694)
Total stockholders' equity 74,092 47,900
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 174,763 $ 149,991
</TABLE>
See note next page. See notes to condensed consolidated financial statements.
CAL-MAINE FOODS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
UNAUDITED
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13 Weeks Ended 39 Weeks Ended
March 1, 1997 March 2, 1996 March 1, 1997 March 2, 1996
Net sales $ 79,649 $ 82,557 $ 223,841 $ 210,757
Cost of sales 60,521 63,766 177,016 172,807
Gross profit 19,128 18,791 46,825 37,950
Selling, general and
administrative 7,497 7,962 21,739 21,860
Operating income 11,631 10,829 25,086 16,090
Other income (expense)
Interest expense (891) (1,364) (3,070) (4,334)
Other 628 (54) 907 886
(263) (1,418) (2,163) (3,448)
Income before income
taxes 11,368 9,411 22,923 12,642
Income tax expense 4,431 3,501 8,958 4,703
NET INCOME $ 6,937 $ 5,910 $ 13,965 $ 7,939
Net income per common
share $ 0.54 $ 0.51 $ 1.17 $ 0.68
Weighted average shares
outstanding 12,902 11,590 11,972 11,600
</TABLE>
Note: The balance sheet at June 1, 1996 has been derived from the audited
financial statements at that date but does not include all of the information
and footnotes required by generally accepted accounting principles for
complete financial statements.
See notes to condensed consolidated financial statements.
CAL-MAINE FOODS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
UNAUDITED
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39 Weeks Ended
March 1, 1997 March 2, 1996
Cash flows from operating activities $ 22,807 $ 17,953
Cash flows from investing activities
Purchases of property, plant and equipment (4,354) (2,626)
Construction of production facilities (6,552) (4,000)
Payments received on notes receivable and from
investments 1,814 41
Increase in note receivable and investments 0 (200)
Net proceeds from sale of property, plant and
equipment 557 355
Net cash used in investing activities (8,533) (6,430)
Cash flows from financing activities
Net proceeds from public stock offering 10,580 0
Net borrowings under line of credit 0 (8,000)
Additional long-term borrowings 1,000 2,500
Principal payments on long-term debt and capital
leases (5,434) (4,381)
Purchases of common stock for treasury (42) (387)
Redemption of fractional shares of common stock (5) (2)
Net cash provided by (used in) financing activities 6,099 (10,270)
Increase in cash and cash equivalents 20,373 1,253
Cash and cash equivalents at beginning of period 3,959 3,050
Cash and cash equivalents at end of period $ 24,332 $ 4,303
</TABLE>
See notes to condensed consolidated financial statements.
CAL-MAINE FOODS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(in thousands, except share amounts)
March 1, 1997
(unaudited)
1. Presentation of Interim Information
In the opinion of the management of Cal-Maine Foods, Inc. (the
"Company"), the accompanying unaudited condensed consolidated financial
statements include all normal adjustments considered necessary to present
fairly the financial position as of March 1, 1997, and the results of
operations for the thirteen weeks and thirty-nine weeks ended March 1, 1997
and March 2, 1996, and the cash flows for the thirty-nine weeks ended
March 1, 1997 and March 2, 1996. Interim results are not necessarily
indicative of results for a full year.
The condensed consolidated financial statements are presented in
accordance with generally accepted accounting principles 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 generally accepted accounting principles for
complete financial statements. For further information, refer to the
consolidated financial statements and footnotes thereto included in the
Company's prospectus dated December 11, 1996.
2. Inventories
Inventories consisted of the following:
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March 1, 1997 June 1, 1996
Flocks $ 25,324 $ 23,501
Eggs and egg products 4,714 3,127
Feed and supplies 8,911 10,424
Livestock 3,498 3,918
$ 42,447 $ 40,970
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3. Impact of Recently Issued Accounting Standards
In March 1995, the FASB issued Statement No. 121, "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed"
which requires impairment losses to be recorded on long-lived assets used in
operations when indicators of impairment are present and the undiscounted
cash flows estimated to be generated by those assets are less than the
assets' carrying amount. Statement 121 also addresses the accounting for
long-lived assets that are expected to be disposed. The Company adopted
Statement 121 in the first quarter of fiscal 1997, the effect of which
was not material (unaudited) to the Company's financial position or
operations.
4. Subsequent Events
On April 3, 1997, the Company announced an agreement to purchase the
operating assets of Southern Empire Egg Farm, Inc., ("Southern Empire")
Shady Dale, Georgia, and real property from the sole shareholder of Southern
Empire. Southern Empire, with approximately 1.3 million laying hens,
has been in business for over 40 years with customers in Georgia, South
Carolina and surrounding states.
Closing of the purchase was completed on April 9, 1997 for a price of
$ 10.6 million.
ITEM 2. MANAGEMENTS'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
OVERVIEW
The Company is primarily engaged in the production,
cleaning, grading, packing and sale of fresh shell eggs and
in the manufacture and sale of egg products. The Company's
fiscal year end is the Saturday closest to May 31.
The Company's operations are fully integrated. It owns
facilities to hatch chicks, grow pullets, manufacture feed,
and produce, process, manufacture and distribute shell eggs
and egg products. The Company currently is the largest
producer and distributor of fresh shell eggs in the United
States. Shell eggs account for over 90% of the Company's
net sales. The Company primarily markets its shell eggs in
the southwestern, southeastern, mid-western and mid-Atlantic
regions of the United States. Shell eggs are sold directly
by the Company primarily to national and regional
supermarket chains. Egg products are sold both on a direct
basis and through egg product brokers to institutional
users, including manufacturers of baked goods, mayonnaise
and confections.
The Company currently uses contract producers for
approximately 40% of its total egg production. Contract
producers operate under agreements with the Company for the
use of their facilities in the production of shell eggs by
layers owned by the Company, which owns the eggs produced.
Also, some shell eggs are purchased for resale by the
Company from other, outside producers.
The Company's operating income or loss is significantly
affected by wholesale shell egg market prices, which can
fluctuate widely and are outside of the Company's control.
Retail sales of shell eggs are greatest during the fall and
winter months and lowest during the summer months. Prices
for shell eggs fluctuate in response to seasonal factors and
a natural increase in egg production during the spring and
early summer.
The Company's cost of production is materially affected
by feed costs, which average about 60% of Cal-Maine's' total
farm egg production cost. Changes in feed costs result in
changes in the Company's cost of goods sold. The cost of
feed ingredients is affected by a number of supply and
demand factors such as crop production and weather, and
other factors, such as the level of grain exports, over
which the Company has little or no control.
RESULTS OF OPERATIONS
The following table sets forth, for the periods
indicated, certain items from the Company's Condensed
Consolidated Statements of Income expressed as a percentage
of net sales.
Percentage of Net Sales
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13 Weeks Ended 39 Weeks Ended
March 1, 1997 March 2, 1996 March 1, 1997 March 2, 1996
Net sales 100.0% 100.0% 100.0% 100.0%
Cost of sales 76.0 77.2 79.1 82.0
Gross profit 24.0 22.8 20.9 18.0
Selling, general & admin.9.4 9.7 9.7 10.4
Operating income 14.6 13.1 11.2 7.6
Other income (expense) (0.3) (1.7) (1.0) (1.6)
Income before taxes 14.3 11.4 10.2 6.0
Income tax provision 5.6 4.2 4.0 2.2
Net income 8.7% 7.2% 6.2% 3.8%
</TABLE>
NET SALES
Net sales for the third quarter of fiscal 1997 were
$79.6 million, a decrease of $3.0 million, or 3.6%, when
compared to the third quarter of fiscal 1996. The dollar
decrease in net sales is the net result of a 1.7% increase
in average shell egg market prices and a 3.1% decrease in
dozens sold. The Company's net average selling price per
dozen for the fiscal 1997 third quarter was $.799, compared
to $.787 for the third quarter last year, an increase of
1.5%. Dozens sold for fiscal 1997 third quarter were 96.1
million, compared to 99.2 million for last year. The
decrease in dozens sold is due to a slightly smaller Company
owned flock size and fewer eggs purchased by the company
from outside sources during the fiscal 1997 quarter than
during last year's comparable 1996 quarter.
Net sales for the thirty-nine weeks ended March 1, 1997
were $223.8 million, an increase over last year of $13.0
million, or 6.2%. The dollar increase in net sales is the
net result of a 9.2% increase in average shell egg market
prices and a 3.7% decrease in dozens sold. The Company's
net average selling price per dozen for the fiscal 1997
period is $.760 compared to $.687 last year, an increase of
10.6%. Dozens sold for the 1997 period is 280.9 million,
compared to 291.7 million for last year, a decrease of 3.7%.
The decrease in dozens sold is primarily attributable to
decreased purchases by the company from outside sources.
COST OF SALES
Total cost of sales for the third quarter ended March
1, 1997 was $60.5 million, a decrease of $3.2 million, or
5.1%, below the a cost of sales of $63.8 million for last
year's third quarter. This decreased dollar amount is the
result of a decrease in feed cost per dozen eggs sold and,
to a fractional percent, an increased cost of eggs purchased
outside the Company. Feed cost per dozen for the third
quarter ended March 1, 1997, was $.259 as compared to the
cost per dozen of $.282 for the comparable fiscal 1996
period, a decrease of 8.2%. New crop prices for feed
ingredients during the current quarter were lower than the
comparable quarter last year. As mentioned in the sales
discussion, the number of eggs purchased from outside the
company decreased for the current quarter. The dollar
decrease in cost of these outside purchases was partially
offset by the increase in shell egg market prices. The
increase in egg prices and decrease in production/purchase
prices combined to increase gross profit from 22.8% of gross
sales in the quarter ended March 2, 1996 to 24% for the
current quarter ended March 1, 1997.
Total cost of sales for the thirty-nine weeks ended
March 1, 1997 was $177.0 million, an increase of $4.2
million, or 2.4%, over the $172.8 million total cost of
goods sold for the comparable period ended March 2, 1996.
Although cost of feed ingredients showed improvement for the
current thirteen week period, the cost of feed ingredients
was higher for the current thirty-nine week period than the
comparable period ended March 2, 1996. Feed cost per dozen
for the thirty-nine week period ended March 1, 1997 was
$.287, compared to $.252 per dozen for the same period ended
March 2, 1996, an increase of 13.9%. For the current
thirty-nine week period, fewer eggs were purchased from
outside sources, but at a higher price. Outside egg
purchases for the thirty-nine week period ended March 1,
1997 were 50.3 million dozen, compared to 60.2 million dozen
last year, a decrease of 16.4%. For the fiscal 1997
thirty-nine week period, egg price increases have exceeded
increases in production/purchase costs. Gross profit
increased from 18.0% of net sales for the thirty-nine week
period ended March 2, 1996 to 20.9% for the thirty-nine week
period ended March 1, 1997.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expense for the
third quarter ended March 1, 1997 was $7.5 million, a
decrease of $500,000, or 6.2%, as compared to the $8.0
million for the comparable period last year. For the
current quarter, health insurance expenses lead a general
overall decrease in costs. As a percent of net sales,
selling, general and administrative expenses have decreased
from 9.7% for last year's third quarter to 9.4% for fiscal
1997 third quarter.
For the thirty-nine weeks ended March 1, 1997, selling,
general and administrative expenses were $21.7 million, a
decrease of $122,000, or .5%, under the $21.8 million for
last year's comparable period. As a percent of net sales,
selling, general and administrative expenses have decreased
from 10.4% for the thirty-nine week period ended March 2,
1996 to 9.7% for the comparable period of the current fiscal
year.
OPERATING INCOME
As the result of the above, operating income was $11.6
million for the 13 weeks ended March 1, 1997 as compared to
$10.8 million for last year's comparable period. As a
percent of net sales, the current fiscal 1997 quarter had a
14.6% operating profit, compared to 13.1% for last year.
For the thirty-nine weeks ended March 1, 1997,
operating income was $25.1 million compared to $16.1 million
for last year's comparable period. As a percent of net
sales, the fiscal 1997 39 week period has a 11.2% operating
profit, compared to 7.6% for last year.
OTHER INCOME (EXPENSE)
Net other expenses for the 13 weeks ended March 1, 1997
were $263,000, compared to $1.4 million for last year's
comparable period. For the current third quarter, interest
expense was $.9 million, compared to $1.4 million, a
decrease of $.5 million or 35.7%. The higher interest
expense for the thirteen weeks ended March 2, 1996 is due to
an average $12 million in credit line borrowings from banks.
The notes were repaid during the fourth fiscal quarter of
1996. Current long term debt balances are $3.3 million less
than the same period last year. For the current thirteen
week period, net other income was $628,000 as compared to
net other expense of $54,000 for the comparable period last
year. During the quarter ended March 2, 1996, a loss of
$350,000 was recorded for the sale and disposition of assets
of the Company's hog operations. Also, during that period,
the Company recorded a $100,000 insurance claim deductible
on a fire loss. As a percent of net sales, net other
expenses were .3% for third quarter as compared to 1.7% for
last year's comparable quarter.
For the thirty-nine weeks ended March 1, 1997, net
other expenses were $2.2 million, a reduction of $1.2
million, or 37.3%, as compared to the comparable period last
year. For the current thirty-nine weeks, interest expense
was $3.1 million, a reduction of $1.2 million, or 29.2%, for
the comparable period last fiscal year. As discussed above
in the current quarter, the reduction in interest expense is
primarily due to the repayment of credit line borrowings
incurred during fiscal year 1996. As a percent of net
sales, net other expense was 1.0% for the current
thirty-nine week period, as compared to 1.6% for last year.
INCOME TAXES
As a result of above, the Company's pre-tax income was
$11.4 million for the quarter ended March 1, 1997, compared
to pre-tax income of $9.4 million for last year's comparable
quarter. For the fiscal 1997 third quarter, an income tax
expense of $4.4 million was recorded with an effective rate
of 39.0% as compared to an income tax expense of $3.5
million with an effective rate of 37.2% for last year's
comparable quarter.
The Company's pre-tax income for the thirty-nine week
period ended March 1, 1997 was $22.9 million compared to
$12.6 million pre-tax income for the comparable period last
year. For the thirty-nine week period ended March 1, 1997,
an income tax expense of $8.9 million was recorded with an
effective rate of 39.0% as compared to an income tax expense
of $4.7 million with an effective rate of 37.2% for last
year's comparable period. The increase in the effective
income tax rate is primarily attributable to an increase in
the effective state income tax rate.
NET INCOME
As a result of the above, net income for the third
quarter ended March 1, 1997 was $6.9 million, or $.52 per
share, compared to net income of $5.9 million, or $.51 per
share, for last year's comparable quarter.
For the thirty-nine week period ended March 1, 1997,
net income was $13.9 million, or $1.17 per share, compared
to last year's net income of $7.9 million, or $.68 per
share, for last year's comparable period.
CAPITAL RESOURCES AND LIQUIDITY
The Company's working capital at March 1, 1997 was
$46.5 million compared to $26.7 million at June 1, 1996.
The Company's need for working capital generally is highest
in the first and last fiscal quarters ending in August and
May, respectively, when egg prices are normally at seasonal
lows. Seasonal borrowing needs frequently are higher during
these periods than during other fiscal periods. The Company
had an unused $35 million line of credit with three banks at
March 1, 1997. The Company's long-term debt at that date,
including current maturities and capitalized lease
obligations, amounted to $59.0 million.
Substantially all trade receivables and inventories
collateralize the Company's line of credit, and property,
plant and equipment collateralize the Company's long-term
debt. The Company is required by certain provisions of
these loan agreements to (1) maintain minimum levels of
working capital and net worth; (2) limit dividends, capital
expenditures, lease obligations and additional long-term
borrowings; and (3) maintain various current and cash-flow
coverage ratios, among other restrictions. The Company was
in compliance with these provisions at March 1, 1997.
For the thirty-nine weeks ended March 1, 1997, $22.8
million in net cash was provided by operating activities,
primarily from net income and depreciation. This compares
to $18.0 million for the comparable period last year. For
the current fiscal year, $10.5 million was used for
construction and purchases of equipment. Additional
long-term borrowings of $1.0 million were used for
construction and $5.4 million was used to repay long-term
debt. On December 11, 1996, the Company sold 1,400,000
shares of common stock at a price of $7.00 per share in an
underwritten public offering. On December 30, 1996 and
January 9, 1997, the Company sold a total of 330,000
additional shares of common stock in connection with the
public offering upon the exercise of the underwriter's
over-allotment option. The Company plans to use the $10.6
million net proceeds from the public offering to provide
additional funds for possible future acquisitions of shell
egg operations and related facilities, to increase working
capital and for general corporate purposes. Fred R. Adams,
Jr., Chairman of the Board and Chief Executive Officer of
the Company, also sold shares of common stock in the public
offering and used $1.7 million of the proceeds received by
him to pay the note receivable from stockholder. The net
result of these current activities was an increase in cash
and cash equivalents at March 1, 1997, of $20.4 million over
June 1, 1996.
At March 1, 1997, the Company had expended
approximately $6.6 million in the construction of new shell
egg production, processing and feed mill facilities in
Chase, Kansas. The Company is financing approximately $13.5
million of the estimated $16.0 million to complete the
project through industrial revenue bonds maturing in 2011.
Borrowings under the industrial revenue bond agreement
totaled $1.0 million at March 1, 1997. In late fiscal 1997,
the Company plans to commence construction of new shell egg
production and processing facilities in Waelder, Texas. The
estimated cost of construction is approximately $13.9
million with financing plans of approximately $10.4 million
borrowing from an insurance company.
On April 9, 1997, subsequent to the end of the third
quarter, the company expended $ 10.6 million in connection
with the acquisition of Southern Empire Egg Farm, Inc. The
source of the purchase price was cash of $ 5.6 million and a
note payable to P. Jack Davis for $ 5 million.
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a. Exhibits
The following Part I exhibit is filed herewith:
Exhibit
Number Exhibit
27 Financial data schedule
b. Reports on Form 8-K
No Current Report on Form 8-K was filed by the Company
covering an event during the third quarter of fiscal 1997.
The Company was not subject to the reporting requirements of
Section 13 or 15(d) of the Securities Exchange Act of 1934
prior to December 11, 1996.
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)
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Date: April 10, 1997 /s/Bobby J. Raines
Bobby J. Raines
Vice President/Treasurer
(Principal Financial Officer)
Date: April 10, 1997 /s/Charles F. Collins
Charles F. Collins
Vice President/Controller
(Principal Accounting Officer)
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> MAY-31-1997
<PERIOD-END> MAR-1-1997
<CASH> 24,332
<SECURITIES> 0
<RECEIVABLES> 14,701
<ALLOWANCES> 0
<INVENTORY> 42,447
<CURRENT-ASSETS> 82,638
<PP&E> 150,598
<DEPRECIATION> 64,396
<TOTAL-ASSETS> 174,763
<CURRENT-LIABILITIES> 36,160
<BONDS> 0
0
0
<COMMON> 176
<OTHER-SE> 61,023
<TOTAL-LIABILITY-AND-EQUITY> 174,763
<SALES> 223,841
<TOTAL-REVENUES> 223,841
<CGS> 177,016
<TOTAL-COSTS> 198,755
<OTHER-EXPENSES> 0
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<INTEREST-EXPENSE> 3,090
<INCOME-PRETAX> 22,923
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<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 13,965
<EPS-PRIMARY> 1.17
<EPS-DILUTED> 1.17
</TABLE>
