[Part I. Financial Information](index=3&type=section&id=Part%20I.%20Financial%20Information) This section presents the unaudited condensed consolidated financial statements for Cal-Maine Foods, Inc. for the quarterly period ended November 26, 2022 [Item 1. Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) Presents Cal-Maine Foods' unaudited condensed consolidated financial statements for Q2 FY2023, highlighting significant growth in assets, sales, and profitability due to record egg prices [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets increased to $1.76 billion from $1.43 billion, with stockholders' equity rising to $1.32 billion, reflecting strong retained earnings growth Condensed Consolidated Balance Sheet Highlights (in thousands USD) | Account | Nov 26, 2022 | May 28, 2022 | | :--- | :--- | :--- | | **Total Current Assets** | $974,010 | $661,519 | | **Total Assets** | **$1,763,440** | **$1,427,489** | | **Total Current Liabilities** | $306,549 | $184,674 | | **Total Liabilities** | $443,135 | $323,144 | | **Total Stockholders' Equity** | **$1,320,305** | **$1,104,345** | [Condensed Consolidated Statements of Operations](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Net sales for the quarter more than doubled to $801.7 million, resulting in a net income of $198.6 million, driven by significantly higher egg prices Statement of Operations Summary (in thousands USD, except per share data) | Metric | Thirteen Weeks Ended Nov 26, 2022 | Thirteen Weeks Ended Nov 27, 2021 | Twenty-six Weeks Ended Nov 26, 2022 | Twenty-six Weeks Ended Nov 27, 2021 | | :--- | :--- | :--- | :--- | :--- | | **Net Sales** | $801,700 | $381,723 | $1,460,044 | $706,709 | | **Gross Profit** | $317,849 | $43,747 | $535,339 | $50,392 | | **Operating Income (Loss)** | $259,868 | $(2,065) | $423,718 | $(41,732) | | **Net Income (Loss) Attributable to Cal-Maine** | $198,587 | $1,173 | $323,874 | $(16,853) | | **Diluted EPS** | $4.07 | $0.02 | $6.63 | $(0.34) | [Condensed Consolidated Statements of Cash Flows](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash from operations significantly improved to $344.8 million, primarily due to higher net income, with cash and cash equivalents increasing to $178.6 million Cash Flow Summary for Twenty-six Weeks Ended (in thousands USD) | Cash Flow Activity | Nov 26, 2022 | Nov 27, 2021 | | :--- | :--- | :--- | | **Net cash provided by (used in) operations** | $344,787 | $(15,492) | | **Net cash used in investing activities** | $(146,703) | $(26,255) | | **Net cash used in financing activities** | $(78,533) | $(121) | | **Net change in cash and cash equivalents** | $119,551 | $(41,868) | | **Cash and cash equivalents at end of period** | $178,635 | $15,484 | [Notes to Condensed Consolidated Financial Statements](index=7&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Provides detailed information on accounting policies, investment securities, revenue recognition, and legal contingencies, including revenue disaggregation and litigation updates Disaggregation of Revenue by Product (in thousands USD) | Product Category | Thirteen Weeks Ended Nov 26, 2022 | Thirteen Weeks Ended Nov 27, 2021 | Twenty-six Weeks Ended Nov 26, 2022 | Twenty-six Weeks Ended Nov 27, 2021 | | :--- | :--- | :--- | :--- | :--- | | Conventional shell egg sales | $541,917 | $221,142 | $967,506 | $403,172 | | Specialty shell egg sales | $227,778 | $146,917 | $428,598 | $279,375 | | Egg products | $28,052 | $11,401 | $55,692 | $20,767 | | Other | $3,953 | $2,263 | $8,248 | $3,395 | | **Total** | **$801,700** | **$381,723** | **$1,460,044** | **$706,709** | - The company is involved in several legal proceedings, including antitrust litigation with Kraft Foods and others, and a watershed pollution case with the State of Oklahoma; management believes the risk of material loss from these matters is **remote** or cannot be estimated at this time[75](index=75&type=chunk)[78](index=78&type=chunk)[85](index=85&type=chunk) Inventory Breakdown (in thousands USD) | Inventory Type | Nov 26, 2022 | May 28, 2022 | | :--- | :--- | :--- | | Flocks, net of amortization | $156,782 | $144,051 | | Eggs and egg products | $28,343 | $26,936 | | Feed and supplies | $95,457 | $92,329 | | **Total** | **$280,582** | **$263,316** | [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=17&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management attributes record Q2 FY2023 financial performance to significantly higher egg prices due to HPAI-driven supply reduction and strong demand, despite rising production costs - The ongoing HPAI outbreak has been a primary driver of market conditions, depopulating approximately **43.3 million** commercial layer hens in the U.S. as of December 2022, leading to near-record high prices[104](index=104&type=chunk)[107](index=107&type=chunk) - The company is focused on expanding its cage-free production to meet legislative mandates and customer commitments, noting that some customers have extended their cage-free transition timelines[109](index=109&type=chunk)[110](index=110&type=chunk) [Results of Operations](index=20&type=section&id=Results%20of%20Operations) Net sales for Q2 FY2023 reached a record $801.7 million, a 110% increase YoY, driven by higher egg prices, despite increased cost of sales and SGA expenses Shell Egg Sales Analysis (Q2 FY2023 vs Q2 FY2022) | Metric | Q2 FY2023 | Q2 FY2022 | % Change | | :--- | :--- | :--- | :--- | | **Net Average Selling Price / Dozen** | | | | | Conventional | $2.883 | $1.151 | +150.5% | | Specialty | $2.370 | $1.898 | +24.9% | | **Dozens Sold (thousands)** | | | | | Conventional | 187,976 | 192,135 | -2.2% | | Specialty | 96,110 | 77,420 | +24.1% | - Atypically, the average selling price for conventional eggs (**$2.883/dozen**) exceeded that of specialty eggs (**$2.370/dozen**) due to the rapid market response of conventional egg pricing to the supply shortage caused by HPAI[112](index=112&type=chunk)[125](index=125&type=chunk) Farm Production Costs per Dozen Produced (Q2 FY2023 vs Q2 FY2022) | Cost Component | Q2 FY2023 | Q2 FY2022 | % Change | | :--- | :--- | :--- | :--- | | Feed | $0.685 | $0.529 | +29.5% | | Other | $0.386 | $0.349 | +10.6% | | **Total** | **$1.071** | **$0.878** | **+22.0%** | [Liquidity and Capital Resources](index=27&type=section&id=Liquidity%20and%20Capital%20Resources) The company's financial position strengthened with working capital increasing to $667.5 million, robust cash flow from operations, and continued investment in cage-free facilities - Working capital increased to **$667.5 million** at November 26, 2022, from **$476.8 million** at May 28, 2022, demonstrating enhanced liquidity[177](index=177&type=chunk) - The company had **no long-term debt** outstanding and had access to a **$250 million** senior secured revolving credit facility, under which no amounts were borrowed[181](index=181&type=chunk) Material Construction Projects for Cage-Free Facilities (as of Nov 26, 2022, in thousands USD) | Projected Completion | Total Projected Cost | Spent to Date | Remaining Cost | | :--- | :--- | :--- | :--- | | Fiscal 2023 | $156,572 | $140,381 | $16,191 | | Fiscal 2024 | $42,591 | $2,057 | $40,534 | | Fiscal 2025 | $95,806 | $22,526 | $73,280 | | **Total** | **$294,969** | **$164,964** | **$130,005** | [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=28&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) No material changes in market risk exposure were reported for the period compared to the prior fiscal year's Annual Report - **No material changes** in market risk exposure were reported for the period[188](index=188&type=chunk) [Item 4. Controls and Procedures](index=28&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective, with no material changes to internal control over financial reporting during the quarter - The company's disclosure controls and procedures were deemed **effective** at a reasonable assurance level as of the end of the quarter[189](index=189&type=chunk) - There were **no material changes** to the company's internal control over financial reporting during the quarter[190](index=190&type=chunk) [Part II. Other Information](index=29&type=section&id=Part%20II.%20Other%20Information) This section provides additional information not covered in the financial statements, including legal proceedings, risk factors, and exhibits [Item 1. Legal Proceedings](index=29&type=section&id=Item%201.%20Legal%20Proceedings) Refers to detailed discussions of legal proceedings in Note 9 of the financial statements and the 2022 Annual Report - For information on legal proceedings, the report directs readers to **Note 9** of the financial statements[193](index=193&type=chunk) [Item 1A. Risk Factors](index=29&type=section&id=Item%201A.%20Risk%20Factors) No material changes to previously disclosed risk factors were reported compared to the 2022 Annual Report on Form 10-K - **No material changes** in risk factors were disclosed compared to the 2022 Annual Report[194](index=194&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=29&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) No purchases of Common Stock were made by or on behalf of the company or any affiliated purchaser during Q2 FY2023 - There were **no company stock repurchases** during the second quarter of fiscal 2023[195](index=195&type=chunk) [Item 6. Exhibits](index=29&type=section&id=Item%206.%20Exhibits) Lists exhibits filed with the Quarterly Report, including CEO and CFO certifications and Inline XBRL documents - Lists various exhibits filed with the report, such as officer certifications and XBRL data files[196](index=196&type=chunk)

Part I. Financial Information [Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) The company's financial statements for the thirteen weeks ended August 27, 2022, reflect a significant turnaround with net income of $125.1 million and total assets of $1.55 billion [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of August 27, 2022, total assets increased to $1.55 billion, total liabilities to $366.8 million, and stockholders' equity to $1.19 billion Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | August 27, 2022 | May 28, 2022 | | :--- | :--- | :--- | | **Total Current Assets** | $778,888 | $661,519 | | **Total Assets** | **$1,554,729** | **$1,427,489** | | **Total Current Liabilities** | $230,431 | $184,674 | | **Total Liabilities** | **$366,766** | **$323,144** | | **Total Stockholders' Equity** | **$1,187,963** | **$1,104,345** | [Condensed Consolidated Statements of Operations](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) For the thirteen weeks ended August 27, 2022, net sales more than doubled to $658.3 million, resulting in a gross profit of $217.5 million and net income of $125.3 million Statement of Operations Summary (in thousands, except per share data) | Metric | Thirteen Weeks Ended Aug 27, 2022 | Thirteen Weeks Ended Aug 28, 2021 | | :--- | :--- | :--- | | **Net Sales** | $658,344 | $324,986 | | **Gross Profit** | $217,490 | $6,645 | | **Operating Income (Loss)** | $163,850 | $(39,667) | | **Net Income (Loss) Attributable to Cal-Maine** | $125,287 | $(18,026) | | **Diluted EPS** | $2.57 | $(0.37) | [Condensed Consolidated Statements of Cash Flows](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) For the first thirteen weeks of fiscal 2023, net cash from operations was $172.8 million, leading to a $76.9 million increase in cash and cash equivalents Cash Flow Summary (in thousands) | Activity | Thirteen Weeks Ended Aug 27, 2022 | Thirteen Weeks Ended Aug 28, 2021 | | :--- | :--- | :--- | | **Net cash provided by (used in) operations** | $172,812 | $(24,112) | | **Net cash used in investing activities** | $(59,122) | $(16,485) | | **Net cash used in financing activities** | $(36,753) | $(71) | | **Net change in cash and cash equivalents** | $76,937 | $(40,668) | [Notes to Condensed Consolidated Financial Statements](index=7&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Key notes detail revenue sources, including $425.6 million from conventional shell eggs, dividend policy, and legal contingencies with remote risk of material loss Disaggregation of Revenue (in thousands) | Product Category | Thirteen Weeks Ended Aug 27, 2022 | Thirteen Weeks Ended Aug 28, 2021 | | :--- | :--- | :--- | | Conventional shell egg sales | $425,589 | $182,030 | | Specialty shell egg sales | $200,820 | $132,458 | | Egg products | $27,640 | $9,366 | | Other | $4,295 | $1,132 | | **Total** | **$658,344** | **$324,986** | - For the first quarter of fiscal 2023, the company will pay a cash dividend of approximately **$0.853 per share**, with a policy to pay **one-third of quarterly net income**[54](index=54&type=chunk)[55](index=55&type=chunk) - The company is a defendant in several legal cases, including antitrust litigation and a deceptive trade practices lawsuit, but management believes the risk of material loss is **remote**[78](index=78&type=chunk)[84](index=84&type=chunk)[88](index=88&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=16&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management attributes record first-quarter results to significantly higher shell egg prices, offsetting increased production costs, while actively managing HPAI risks and investing in cage-free facilities [Executive Overview and Market Conditions](index=17&type=section&id=Executive%20Overview%20and%20Market%20Conditions) Record gross profit of $217.5 million in Q1 FY2023 was driven by a 133.8% increase in egg prices due to HPAI supply reduction and strong demand, alongside growth in specialty egg sales - Conventional egg prices rose **133.8%** in Q1 FY2023 due to decreased supply from the HPAI outbreak[110](index=110&type=chunk) - As of September 27, 2022, no Cal-Maine Foods' facilities tested positive for HPAI, though the industry-wide outbreak led to the depopulation of approximately **35.6 million** commercial layer hens[102](index=102&type=chunk) - Ten states have mandated cage-free egg sales, with cage-free eggs representing **19.4%** of the company's shell egg revenues in Q1 FY2023[104](index=104&type=chunk)[105](index=105&type=chunk) [Results of Operations](index=18&type=section&id=Results%20of%20Operations) Record net sales of $658.3 million, driven by higher conventional and specialty egg prices, led to an operating income of $163.9 million despite increased cost of sales and SGA expenses Shell Egg Sales Analysis (Q1 FY2023 vs Q1 FY2022) | Category | Net Average Selling Price per Dozen | Dozens Sold (thousands) | | :--- | :--- | :--- | | **Conventional** | $2.368 (up 139%) | 179,712 (down 2.3%) | | **Specialty** | $2.101 (up 12%) | 95,605 (up 35.1%) | | **All Shell Eggs** | **$2.275 (up 84%)** | **275,317 (up 8.1%)** | Farm Production Costs per Dozen Produced | Cost Component | Q1 FY2023 | Q1 FY2022 | % Change | | :--- | :--- | :--- | :--- | | Feed | $0.667 | $0.545 | 22.4% | | Other | $0.379 | $0.353 | 7.4% | | **Total** | **$1.046** | **$0.898** | **16.5%** | - SGA expenses increased by **$7.1 million (15.2%)**, primarily due to a **$6.0 million (42.9%)** rise in delivery expenses from higher fuel and labor costs[137](index=137&type=chunk)[141](index=141&type=chunk) [Liquidity and Capital Resources](index=22&type=section&id=Liquidity%20and%20Capital%20Resources) The company's financial position strengthened with $172.8 million in operating cash flow, no long-term debt, and $150.9 million remaining for cage-free expansion projects - Net cash provided by operating activities was **$172.8 million** for the quarter, a significant improvement from the **$24.1 million** used in the prior-year period[150](index=150&type=chunk)[152](index=152&type=chunk) - The company had **no long-term debt** outstanding and access to a **$250 million** senior secured revolving credit facility as of August 27, 2022[155](index=155&type=chunk) Approved Material Construction Projects (in thousands) | Project Type | Total Projected Cost | Cost Incurred to Date | Remaining Projected Cost | | :--- | :--- | :--- | :--- | | **Cage-Free Expansions** | **$293,858** | **$143,003** | **$150,855** | [Quantitative and Qualitative Disclosures About Market Risk](index=24&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company reported no material changes in its market risk exposure during the thirteen weeks ended August 27, 2022 - There have been **no material changes** in the company's market risk exposure during the first quarter of fiscal 2023[161](index=161&type=chunk) [Controls and Procedures](index=24&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of August 27, 2022, with no material changes to internal control over financial reporting - The company's CEO and CFO concluded that disclosure controls and procedures were **effective** as of the end of the quarter[162](index=162&type=chunk) - **No material changes** to the internal control over financial reporting occurred during the quarter[163](index=163&type=chunk) Part II. Other Information [Legal Proceedings](index=25&type=section&id=Item%201.%20Legal%20Proceedings) This section incorporates by reference the detailed discussion of legal proceedings found in Note 11 of the financial statements - Information regarding legal proceedings is detailed in **Note 11** of the financial statements[166](index=166&type=chunk) [Risk Factors](index=25&type=section&id=Item%201A.%20Risk%20Factors) The company states there have been no material changes to the risk factors previously disclosed in its 2022 Annual Report on Form 10-K - There have been **no material changes** in the risk factors from those disclosed in the 2022 Annual Report[167](index=167&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=25&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) During Q1 FY2023, the company repurchased 895 shares at an average price of $50.74 to satisfy employee tax withholding obligations for vested restricted stock - The company repurchased **895 shares** during the quarter to satisfy employee tax withholding obligations related to vested restricted stock[168](index=168&type=chunk) [Exhibits](index=25&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the quarterly report, including CEO and CFO certifications and Inline XBRL data files

Company Overview - The company is the largest producer and distributor of shell eggs in the U.S., with a total flock of approximately 42.2 million layers and 11.5 million pullets and breeders as of May 28, 2022[6]. - The company has completed 23 acquisitions since 1989, with the most recent acquisition of Red River Valley, which includes 1.7 million layers[8]. - The company is a member of the Eggland's Best cooperative, producing and marketing branded eggs under exclusive license agreements[23]. - The shell egg production industry remains highly fragmented, with the ten largest producers owning approximately 53% of industry table egg layer hens[27]. Financial Performance - Total net sales for fiscal 2022 were $1,777.2 million, an increase of 31.7% compared to $1,349.0 million for fiscal 2021[95]. - Gross profit increased by $176.4 million to $337.1 million in fiscal 2022, primarily due to higher selling prices for conventional eggs[91]. - Net income attributable to Cal-Maine Foods, Inc. was 7.5% for fiscal 2022, a significant increase from 0.2% in fiscal 2021[92]. - Operating income for fiscal 2022 was $143.5 million, compared to an operating loss of $26.3 million in fiscal 2021[102]. - The company reported a comprehensive income of $131,612,000 for the fiscal year ended May 28, 2022, compared to $1,423,000 in the previous year[141]. Production and Sales - In fiscal 2022, 94.3% of the total shell eggs sold were produced, with 91.7% from company-owned facilities and 8.3% from contract producers[17]. - Sales of cage-free eggs represented approximately 22.1% of shell egg revenues for fiscal year 2022[18]. - Conventional eggs accounted for 59.8% of revenue and 69.0% of volume in fiscal 2022, while total specialty eggs contributed 36.5% of revenue and 31.0% of volume[22]. - The company sold approximately 1,083.8 million dozen shell eggs in fiscal 2022, representing about 20% of domestic shell egg consumption[87]. Market Conditions - Wholesale shell egg prices are volatile and influenced by factors such as consumer demand and supply fluctuations, with prices rising in the fourth quarter of fiscal 2022 due to HPAI[11]. - The highly pathogenic avian influenza outbreak impacted approximately 30.7 million laying hens in 2022 through June, affecting supply and prices[43]. - The average per capita U.S. egg consumption in 2021 was estimated to be 280 eggs, or approximately 5.4 eggs per person per week[10]. - Specialty eggs are generally sold at higher prices and have experienced less volatility compared to conventional shell eggs[13]. Cost Structure - In fiscal 2022, feed costs represented 61.9% of the company's farm production costs, with annual feed requirements of 1.9 million tons[14]. - Feed costs per dozen produced rose to $0.571 in fiscal 2022, a 28.1% increase from $0.446 in fiscal 2021[91]. - The average Chicago Board of Trade daily market price for corn was $6.31 per bushel and $392.06 per ton for soybean meal in fiscal 2022, representing increases of 38.3% and 6.1%, respectively[93]. Investments and Expansion - The company plans to invest $105 million to expand cage-free egg production capabilities, including new facilities in Florida and Utah, expected to be completed by 2023 and 2025 respectively[8]. - The company has invested up to $18.5 million in MeadowCreek Foods, LLC, to specialize in high-value commercial egg product solutions, with production expected to start in late fiscal 2023 second quarter[21]. - Approximately $516 million has been invested in facilities and equipment to expand cage-free production since 2008, with a projected cost of $131.974 million for a new facility expected to be completed in fiscal 2023[116]. Regulatory and Compliance - Ten states have passed legislation mandating cage-free requirements for egg production, affecting approximately 27% of the U.S. population[30]. - The company may face significant costs to comply with evolving animal welfare regulations, particularly regarding cage-free egg production[56]. - The company is closely monitoring HPAI outbreaks and has implemented robust biosecurity measures across its locations[10]. Workforce and Diversity - As of May 28, 2022, the company employed 2,985 individuals, with 2,346 in egg production, processing, and marketing, and 197 in feed mill operations[32]. - Women represent 29% of the company's board, while 52% of the workforce identifies as racial or ethnic minorities, highlighting diversity efforts[36]. - Approximately 76% of employees are paid at hourly rates, with most earning above the federal minimum wage[37]. Risks and Challenges - The company faces risks from agricultural factors, including outbreaks of avian disease, which can adversely affect the quality and quantity of shell eggs produced[52]. - Cyber-attacks and security breaches pose risks to the company's information technology systems, potentially impacting operations and reputation[52]. - Labor costs increased significantly in fiscal 2021 and 2022 due to pandemic-related wage increases, with approximately 76% of employees paid hourly[53]. Shareholder Returns - The company has a variable dividend policy, paying dividends equal to one-third of quarterly net income attributable to the company[77]. - Total dividends paid increased to $6.1 million in fiscal 2022 from $1.7 million in fiscal 2021, reflecting a significant rise in shareholder returns[113].

BMO Global Farm to Market Conference May 18, 2022 Dolph Baker, Chairman and Chief Executive Officer Max Bowman, Chief Financial Officer Forward-looking statements and use of non-GAAP financial measures Forward‐Looking and Cautionary Statements This presentation contains "forward‐looking statements" relating to, among other things, our shell egg business, including estimated future production data, expected construction schedules, projected construction costs, potential future supply of and demand for our pr ...

Index UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☑ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended February 26, 2022 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: 001-38695 CAL-MAINE FOODS, INC. (Exact name of registrant as specified in its charter) Delaware 64-0500378 (S ...

Index UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☑ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended November 27, 2021 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: 001-38695 CAL-MAINE FOODS, INC. (Exact name of registrant as specified in its charter) Delaware 64-0500378 (S ...

Stephens Annual Investment Conference December 2, 2021 Dolph Baker, Chief Executive Officer Sherman Miller, President and Chief Operations Officer Max Bowman, Chief Financial Officer Forward-looking statements and use of non-GAAP financial measures Forward‐Looking and Cautionary Statements This presentation contains "forward‐looking statements" relating to, among other things, our shell egg business, including estimated future production data, expected construction schedules, projected construction costs, p ...

[Part I. Financial Information](index=3&type=section&id=Part%20I.%20Financial%20Information) [Item 1. Condensed Consolidated Financial Statements (Unaudited)](index=3&type=section&id=Item%201.%20Condensed%20Consolidated%20Financial%20Statements%20%28Unaudited%29) The company reported a net loss of **$18.0 million**, with total assets at **$1.21 billion** and operating cash flow a net use of **$24.1 million** [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets decreased to **$1.21 billion** from **$1.23 billion**, primarily due to reduced cash, with equity at **$995.6 million** Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | August 28, 2021 | May 29, 2021 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $16,684 | $57,352 | | Total current assets | $460,469 | $519,931 | | Property, plant & equipment, net | $667,963 | $589,417 | | **Total Assets** | **$1,211,730** | **$1,229,174** | | **Liabilities & Equity** | | | | Total current liabilities | $97,543 | $90,097 | | Total liabilities | $216,163 | $216,393 | | Total stockholders' equity | $995,567 | $1,012,781 | | **Total Liabilities and Stockholders' Equity** | **$1,211,730** | **$1,229,174** | [Condensed Consolidated Statements of Operations](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Net sales increased to **$331.7 million**, but rising costs sharply reduced gross profit to **$6.6 million**, resulting in a net loss of **$18.0 million** Statement of Operations Summary (in thousands, except per share data) | Metric | Thirteen Weeks Ended Aug 28, 2021 | Thirteen Weeks Ended Aug 29, 2020 | | :--- | :--- | :--- | | Net sales | $331,704 | $292,782 | | Gross profit | $6,645 | $16,765 | | Operating loss | $(39,667) | $(27,223) | | Net loss | $(18,026) | $(19,399) | | Net loss per share (Basic & Diluted) | $(0.37) | $(0.40) | [Condensed Consolidated Statements of Cash Flows](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash used in operations increased to **$24.1 million**, with investing activities using **$16.5 million**, leading to a **$40.7 million** decrease in cash and equivalents Cash Flow Summary (in thousands) | Activity | Thirteen Weeks Ended Aug 28, 2021 | Thirteen Weeks Ended Aug 29, 2020 | | :--- | :--- | :--- | | Net cash used in operations | $(24,112) | $(14,800) | | Net cash used in investing activities | $(16,485) | $(20,471) | | Net cash used in financing activities | $(71) | $(50) | | **Net change in cash and cash equivalents** | **$(40,668)** | **$(35,321)** | | Cash and cash equivalents at end of period | $16,684 | $42,809 | [Notes to Condensed Consolidated Financial Statements](index=7&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Notes detail the **$48.5 million** acquisition of Red River Valley Egg Farm, revenue breakdown by egg type, dividend policy, and ongoing legal proceedings - Effective May 30, 2021, the Company acquired the remaining 50% of Red River Valley Egg Farm, LLC for **$48.5 million** in cash. This resulted in the recognition of **$8.5 million** in goodwill and a **$4.5 million** gain from remeasuring its previously held equity interest[37](index=37&type=chunk)[38](index=38&type=chunk)[40](index=40&type=chunk) Revenue by Product Category (in thousands) | Product Category | Thirteen Weeks Ended Aug 28, 2021 | Thirteen Weeks Ended Aug 29, 2020 | | :--- | :--- | :--- | | Conventional shell egg sales | $182,549 | $155,384 | | Specialty shell egg sales | $138,657 | $129,245 | | Egg products | $9,366 | $6,705 | | Other | $1,132 | $1,448 | | **Total** | **$331,704** | **$292,782** | - The company's dividend policy requires it to be profitable on a cumulative basis. As of the end of Q1 fiscal 2022, there were **$22.3 million** in cumulative losses to be recovered before dividend payments can resume[55](index=55&type=chunk) - The company's total flock consisted of approximately **40.8 million** layers and **10.3 million** pullets and breeders as of August 28, 2021[54](index=54&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=17&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Net sales increased due to higher prices, but significant cost increases, particularly in feed, impacted profitability, while cage-free expansion continues Key Operational Metrics Comparison | Metric | Q1 FY2022 | Q1 FY2021 | % Change | | :--- | :--- | :--- | :--- | | Net average selling price per dozen | $1.238 | $1.078 | +14.8% | | Farm production costs per dozen | $0.898 | $0.716 | +25.4% | | Feed costs per dozen | $0.545 | $0.388 | +40.5% | | Specialty dozens sold (thousands) | 74,898 | 68,756 | +8.9% | | Conventional dozens sold (thousands) | 184,487 | 195,238 | -5.5% | - The primary driver of increased costs was higher feed ingredient prices. The average CBOT daily market price for corn increased **81.8%** and soybean meal increased **26.1%** compared to the first quarter of fiscal 2021[112](index=112&type=chunk) - The company is continuing its expansion of cage-free production, with approved projects totaling **$138.7 million**, of which **$39.3 million** remains to be spent[152](index=152&type=chunk) - The company incurred **$553 thousand** in direct costs related to the COVID-19 pandemic in Q1 FY2022, down from **$832 thousand** in Q1 FY2021. These costs were primarily for additional labor and increased packaging material expenses[106](index=106&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=25&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) No material changes in market risk exposure were reported during the quarter compared to the prior fiscal year's Annual Report - There have been no material changes in the company's market risk exposure since the 2021 Annual Report[159](index=159&type=chunk) [Item 4. Controls and Procedures](index=25&type=section&id=Item%204.%20Controls%20and%20Procedures) Disclosure controls and procedures were effective, with no material changes to internal control over financial reporting during the quarter - Management concluded that the company's disclosure controls and procedures were effective as of the end of the quarter[157](index=157&type=chunk) - No changes occurred during the quarter that materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting[158](index=158&type=chunk) [Part II. Other Information](index=25&type=section&id=Part%20II.%20Other%20Information) [Item 1. Legal Proceedings](index=25&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in ongoing legal proceedings, including antitrust and environmental cases, with management assessing the risk of material loss as generally remote - The company is involved in several legal proceedings, including antitrust cases and environmental litigation, which are detailed in Note 13 of the financial statements[161](index=161&type=chunk)[80](index=80&type=chunk)[88](index=88&type=chunk) [Item 1A. Risk Factors](index=25&type=section&id=Item%201A.%20Risk%20Factors) No material changes to the company's previously disclosed risk factors were reported for the quarter - No material changes to risk factors were reported for the quarter[162](index=162&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=25&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company repurchased **404** shares at **$36.34** per share to satisfy employee tax withholding obligations related to restricted stock vesting Q1 2022 Share Repurchases | Period | Total Number of Shares Purchased | Average Price Paid per Share | | :--- | :--- | :--- | | 05/30/21 to 06/26/21 | — | $— | | 06/27/21 to 07/24/21 | 404 | $36.34 | | 07/25/21 to 08/28/21 | — | $— | | **Total** | **404** | **$36.34** | - Share repurchases were made to satisfy tax withholding obligations for employees in connection with the vesting of restricted common stock[163](index=163&type=chunk) [Item 6. Exhibits](index=26&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including CEO and CFO certifications and Inline XBRL data - Exhibits filed with the report include CEO and CFO certifications (Rule 13a-14(a) and Section 1350) and Inline XBRL documents[166](index=166&type=chunk)

Table of Contents 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Fiscal Year Ended May 29, 2021 ☐ 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: 001-38695 CAL-MAINE FOODS, INC. (Exact name of registrant as specified in its charter) Delaware 64-0500378 (Sta ...

Index UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☑ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended February 27, 2021 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 (S ...