Enhanced Investments - Financial Portal

Published: 2021-12-28 00:00:00 ET

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Index

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington,

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

☐

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

(State or other jurisdiction of incorporation or organization)

(I.R.S Employer Identification No.)

1052 Highland Colony Pkwy

Suite 200

Ridgeland

Mississippi

39157

(Address of principal executive offices)

(Zip Code)

(

601

)

948-6813

(Registrant’s telephone number,

including area code)

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value per share

CALM

The

NASDAQ

Global Select Market

Indicate

check

mark

whether

the

registrant:

(1)

has

filed

all

reports

required

filed

Section

15(d)

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

☑

☐

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

☑

☐

Indicate by

check mark

whether the registrant

is a large

accelerated filer,

an accelerated

filer, a

non-accelerated filer,

a smaller

reporting

company,

emerging

growth

company.

See

the

definitions

“large

accelerated

filer,”

“accelerated

filer”,

“smaller reporting company”, and “emerging growth

company” in Rule 12b-2 of the Exchange Act.

Large Accelerated filer

☑

Accelerated filer

☐

Non – Accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

emerging

growth

company,

indicate

check

mark

the

registrant

has

elected

not

use

the

extended

transition

period

for

complying

with

any

new

revised

financial

accounting

standards

provided

pursuant

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

☐

☑

There were

44,056,599

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 December 28, 2021.

Index

INDEX

Page

Number

Part I.

Financial Information

Item 1.

Condensed Consolidated Financial Statements (Unaudited)

Condensed Consolidated Balance Sheets -

November 27, 2021 and May 29, 2021

Condensed Consolidated Statements of Operations -

Thirteen and Twenty -six Weeks Ended November 27, 2021 and November 28, 2020

Condensed Consolidated Statements of Comprehensive Income (Loss) -

Thirteen and Twenty -six Weeks Ended November 27, 2021 and November 28, 2020

Condensed Consolidated Statements of Cash Flows -

Twenty-six Weeks Ended November 27, 2021 and November 28, 2020

Notes to Condensed Consolidated Financial Statements

Item 2.

Management’s Discussion and Analysis of

Financial Condition and Results of Operations

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Item 4.

Controls and Procedures

Part II.

Other Information

Item 1.

Legal Proceedings

Item 1A.

Risk Factors

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

Item 6.

Exhibits

Signatures

Index

PART

FINANCIAL

INFORMATION

ITEM 1.

FINANCIAL STATEMENTS

Cal-Maine Foods, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(in thousands, except for par value amounts)

November 27, 2021

May 29, 2021

Assets

Current assets:

Cash and cash equivalents

15,484

57,352

Investment securities available-for-sale

69,672

112,158

Trade and other receivables, net

152,958

126,639

Inventories

236,201

218,375

Prepaid expenses and other current assets

6,814

5,407

Total current

assets

481,129

519,931

Property, plant &

equipment, net

667,250

589,417

Finance lease right-of-use asset, net

448

525

Operating lease right-of-use asset, net

1,347

1,724

Investments in unconsolidated entities

10,985

54,941

Goodwill

44,006

35,525

Intangible assets, net

19,241

20,341

Other long-term assets

7,588

6,770

Total Assets

1,231,994

1,229,174

Liabilities and Stockholders’ Equity

Current liabilities:

Accounts payable and accrued expenses

115,619

89,191

Current portion of finance lease obligation

219

215

Current portion of operating lease obligation

550

691

Total current

liabilities

116,388

90,097

Long-term finance lease obligation

327

438

Long-term operating lease obligation

797

1,034

Other noncurrent liabilities

10,306

10,416

Deferred income taxes

106,753

114,408

Total liabilities

234,571

216,393

Commitments and contingencies - see

Note 13

—

Stockholders’ equity:

Common stock ($

0.01

par value):

Common stock - authorized

120,000

shares, issued

70,261

703

Class A convertible common stock - authorized and issued

4,800

Paid-in capital

66,019

64,044

Retained earnings

959,124

975,977

Accumulated other comprehensive loss, net of tax

(996)

(558)

Common stock in treasury at cost –

26,204

shares at November 27, 2021 and

26,202

shares at May 29, 2021

(27,450)

(27,433)

Total Cal-Maine Foods,

Inc. stockholders’ equity

997,448

1,012,781

Noncontrolling interest in consolidated entity

(25)

—

Total stockholders’

equity

997,423

1,012,781

Total Liabilities and Stockholders’

Equity

1,231,994

1,229,174

See Notes to Condensed Consolidated Financial Statements.

Index

Cal-Maine Foods, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(in thousands, except per share amounts)

(unaudited)

Thirteen Weeks

Ended

Twenty-six Weeks

Ended

November 27,

2021

November 28,

2020

November 27,

2021

November 28,

2020

Net sales

390,903

347,328

722,607

640,110

Cost of sales

347,156

288,877

672,215

564,894

Gross profit

43,747

58,451

50,392

75,216

Selling, general and administrative

47,780

43,873

94,305

87,838

(Gain) loss on disposal of fixed assets

(1,968)

(2,181)

122

Operating income (loss)

(2,065)

14,479

(41,732)

(12,744)

Other income (expense):

Interest income, net

129

664

361

1,589

Royalty income

278

280

551

585

Equity income of unconsolidated entities

264

399

Other, net

1,862

436

7,025

948

Total other income, net

2,533

1,438

8,336

3,136

Income (loss) before income taxes

468

15,917

(33,396)

(9,608)

Income tax (benefit) expense

(677)

3,762

(16,515)

(2,364)

Net income (loss)

1,145

12,155

(16,881)

(7,244)

Less: Loss attributable to noncontrolling interest

(28)

—

(28)

—

Net income (loss) attributable to Cal-Maine Foods,

Inc.

1,173

12,155

(16,853)

(7,244)

Net income (loss) per common share:

Basic

0.02

0.25

(0.34)

(0.15)

Diluted

0.02

0.25

(0.34)

(0.15)

Weighted average

shares outstanding:

Basic

48,857

48,501

48,859

48,501

Diluted

49,016

48,645

48,859

48,501

See Notes to Condensed Consolidated Financial Statements.

Index

Cal-Maine Foods, Inc. and Subsidiaries

Condensed Consolidated Statements of

Comprehensive Income (Loss)

(in thousands)

(unaudited)

Thirteen Weeks

Ended

Twenty-six Weeks

Ended

November 27,

2021

November 28,

2020

November 27,

2021

November 28,

2020

Net income (loss)

1,145

12,155

(16,881)

(7,244)

Other comprehensive income (loss), before tax:

Unrealized holding gain (loss) on available-for-sale

securities, net of reclassification adjustments

(355)

(373)

(579)

Income tax benefit (expense) related to items of other

comprehensive income

141

(23)

Other comprehensive income (loss), net of tax

(268)

(282)

(438)

Comprehensive income (loss)

877

11,873

(17,319)

(7,172)

Less: Comprehensive loss attributable to the

noncontrolling interest

(28)

—

(28)

—

Comprehensive income (loss) attributable to Cal-Maine

Foods, Inc.

905

11,873

(17,291)

(7,172)

See Notes to Condensed Consolidated Financial Statements.

Index

Cal-Maine Foods, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(in thousands)

(unaudited)

Twenty-six Weeks

Ended

November 27, 2021

November 28, 2020

Cash flows from operating activities:

Net loss

(16,881)

(7,244)

Depreciation and amortization

33,969

29,305

Deferred income taxes

(15,995)

(2,364)

Other adjustments, net

(16,585)

(30,348)

Net cash used in operations

(15,492)

(10,651)

Cash flows from investing activities:

Purchases of investment securities

(26,387)

(29,637)

Sales and maturities of investment securities

67,864

59,077

Distributions from unconsolidated entities

400

2,650

Acquisition of business, net of cash acquired

(44,823)

—

Purchases of property,

plant and equipment

(28,647)

(52,373)

Net proceeds from disposal of property,

plant and equipment

5,338

253

Net cash used in investing activities

(26,255)

(20,030)

Cash flows from financing activities:

Purchase of common stock by treasury

(18)

(45)

Principal payments on finance lease

(106)

(101)

Contributions

Net cash used in financing activities

(121)

(141)

Net change in cash and cash equivalents

(41,868)

(30,822)

Cash and cash equivalents at beginning of period

57,352

78,130

Cash and cash equivalents at end of period

15,484

47,308

Supplemental Information:

Cash paid for operating leases

425

237

Interest paid

125

129

See Notes to Condensed Consolidated Financial Statements.

Index

Cal-Maine Foods, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(unaudited)

Note 1 - Summary of Significant Accounting Policies

Basis of Presentation

The

unaudited

condensed

consolidated

financial

statements

Cal-Maine

Foods,

Inc.

and

its

subsidiaries

(the

"Company,"

"we,"

"us,"

"our")

have

been

prepared

accordance

with

the

instructions

Form

10-Q

and

Article

Regulation

S-X.

Therefore, they

do not

include all of

the information

and footnotes

required by

generally accepted

accounting principles

in the

United

States

America

("GAAP")

for

complete

financial

statements

and

should

read

conjunction

with

our

Annual

Report

Form

10-K

for

the

fiscal

year

ended

May

29,

2021

(the

"2021

Annual

Report").

These

statements

reflect

all

adjustments that are, in

the opinion of management, necessary

to a fair statement of

the results for the interim

periods presented

and,

the

opinion

management,

consist

adjustments

normal

recurring

nature.

Operating

results

for

the

interim

periods are not necessarily indicative of operating results for the entire fiscal

year.

Fiscal Year

The Company's

fiscal year

ends on

the Saturday

closest to

May 31.

Each of

the three-month

periods and

year-to-date

periods

ended on November 27, 2021 and November 28, 2020 included

13 weeks and 26 weeks, respectively.

Use of Estimates

The preparation of the

consolidated financial statements in

conformity with GAAP requires management

to make estimates and

assumptions

that affect

the amounts

reported in

the consolidated

financial statements

and accompanying

notes. Actual

results

could differ from those estimates.

The severity,

magnitude and duration, as well as

the economic consequences of the COVID-19

pandemic, are uncertain, rapidly

changing

and

difficult

predict.

Therefore,

our

accounting

estimates

and

assumptions

might

change

materially

future

periods in response to COVID-19.

Investment Securities

Our investment

securities are

accounted

for in

accordance with

ASC 320,

“Investments -

Debt and

Equity Securities”

(“ASC

320”).

The

Company

considers

all

its

debt

securities

for

which

there

determinable

fair

market

value,

and

there

are

restrictions

the

Company's

ability

sell

within

the

months,

available-for-sale.

classify

these

securities

current, because the

amounts invested are available

for current operations.

Available-for-sale

securities are carried at

fair value,

with unrealized

gains and

losses reported

as a

separate

component

of stockholders’

equity.

The Company

regularly

evaluates

changes to

the rating of

its debt securities

by credit

agencies and economic

conditions to assess

and record

any expected credit

losses through

the allowance

for credit

losses, limited

to the amount

that fair value

was less than

the amortized

cost basis. The

cost

basis

for

realized

gains

and

losses

available-for-sale

securities

determined

the

specific

identification

method.

Gains and losses are recognized in other income

(expenses) as Other, net in the Company's

Condensed Consolidated Statements

Operations.

Investments

mutual

funds

are

classified

“Other

long-term

assets”

the

Company’s

Condensed

Consolidated Balance Sheets.

Trade Receivables

Trade receivables

are stated at

their carrying values,

which include a

reserve for credit

losses. At November

27, 2021 and

May

29,

2021,

reserves

for

credit

losses

were

1.1

million

and

795

thousand,

respectively.

The

Company

extends

credit

customers based on

an evaluation of

each customer's financial

condition and credit

history.

Collateral is generally

not required.

The

Company

minimizes

exposure

counter

party

credit

risk

through

credit

analysis

and

approvals,

credit

limits,

and

monitoring

procedures.

determining

our

reserve

for

credit losses,

receivables

are

pooled

according

age,

with

each

pool

assigned

expected

loss

based

historical

loss

information

adjusted

needed

for

economic

and

other

forward-looking

factors.

Index

Business Combinations

The

Company

applies fair

value

accounting

guidance

measure

non-financial

assets and

liabilities

associated

with

business

acquisitions.

These

assets

and

liabilities

are

measured

fair

value

for

the

initial

purchase price

allocation.

The

fair

value

non-financial assets acquired is determined internally.

Our internal valuation methodology for non-financial assets considers the

remaining estimated life of the assets acquired and what management

believes is the market value for those assets.

Change in Accounting Principle

Effective

May

31,

2020,

the

Company

adopted

ASU

2016-13,

Financial

Instruments

–

Credit

Losses

(Topic

326),

which

intended

improve

financial

reporting

requiring

timely

recording

credit

losses

loans

and

other

financial

instruments held by financial institutions and other organizations.

The guidance replaces the prior “incurred loss” approach with

an “expected

loss” model

and requires

measurement of

all expected

credit losses

for financial

assets held

at the

reporting date

based

historical

experience,

current

conditions,

and

reasonable

and

supportable

forecasts.

The

Company

adopted

the

guidance on

a modified

retrospective basis

through a

cumulative effect

adjustment to

retained earnings

as of

the beginning

the period of

adoption. The Company

evaluated its current

methodology of

estimating allowance for

doubtful accounts and

the

risk

profile

its

receivables

portfolio

and

developed

model

that

includes

the

qualitative

and

forecasting

aspects

the

“expected

loss”

model

under

the

amended

guidance.

The

Company

finalized

its

assessment

the

impact

the

amended

guidance and recorded a $

422

thousand cumulative increase to retained earnings at May 31, 2020.

Note 2 – Acquisition

Effective

May

30,

2021,

the

Company

acquired

the

remaining

membership

interest

Red

River

Valley

Egg

Farm,

LLC (“Red River”),

including certain liabilities.

As a result of

the acquisition, Red River

became a wholly owned

subsidiary of

the Company.

Red River owns and

operates a specialty

shell egg production

complex with approximately

1.7

million cage-free

laying

hens,

cage-free

pullet

capacity,

feed

mill,

processing

plant,

offices

and

outbuildings

and

equipment

located on approximately

400

acres near Bogata, Texas.

The

following

table

summarizes

the

consideration

paid

for

Red

River

and

the

amounts

the

assets

acquired

and

liabilities

assumed recognized at the acquisition date:

Cash consideration paid

48,500

Fair value of the Company's equity interest in Red River held before the business combination

48,500

97,000

Recognized amounts of identifiable assets acquired and liabilities assumed

Cash

3,677

Accounts receivable, net

1,980

Inventory

8,789

Property, plant and equipment

85,002

Liabilities assumed

(2,448)

Deferred income taxes

(8,481)

Total identifiable

net assets

88,519

Goodwill

8,481

97,000

Cash and

accounts receivable

acquired

along with

liabilities assumed

were valued

at their

carrying value

which approximates

fair value due to the short maturity of these instruments.

Inventory consisted primarily

of flock,

feed ingredients,

packaging, and egg

inventory.

Flock inventory was

valued at carrying

value as management believes

that their carrying value

best approximates their fair

value.

Feed ingredients, packaging

and egg

inventory were all valued based on market prices as of May 30, 2021.

Index

Property,

plant and

equipment were

valued utilizing

the cost

approach which

is based

on replacement

or reproduction

costs of

the assets and subtracting any depreciation resulting from physical deterioration

and/or functional or economic obsolescence.

The Company

recognized

a gain

of $

4.5

million

as a

result of

remeasuring

to fair

value its

% equity

interest in

Red

River

held before the business combination. The gain

was recorded in other income and expense under the

heading “Other, net” in the

Company’s

Condensed Consolidated

Statements of

Operations. The

acquisition of

Red River

resulted in

a discrete

tax benefit

of $

8.3

million, which includes a $

7.3

million decrease in deferred income

tax expense related to the outside-basis

of our equity

investment

Red

River,

with

corresponding

non-recurring,

non-cash

954,000

reduction

income

taxes

expense

the

non-taxable

remeasurement

gain

associated

with

the

acquisition.

part

the

acquisition

accounting,

the

Company

also

recorded a $

8.5

million deferred tax liability

for the difference

in the inside-basis

of the acquired

assets and liabilities assumed.

The recognition

of deferred

tax liabilities resulted

in the

recognition of

goodwill. None

of the goodwill

recognized is

expected

to be deductible for income tax purposes.

Note 3 - Investment

Securities

The following represents the Company’s

investment securities as of November 27, 2021 and May 29, 2021

(in thousands):

November 27, 2021

Amortized

Cost

Unrealized

Gains

Unrealized

Losses

Estimated

Fair Value

Municipal bonds

917

—

921

Commercial paper

5,983

—

5,981

Corporate bonds

54,457

110

—

54,567

Asset backed securities

8,239

—

8,203

Total current

investment securities

69,596

114

69,672

Mutual funds

2,105

1,951

—

4,056

Total noncurrent

investment securities

2,105

1,951

—

4,056

May 29, 2021

Amortized

Cost

Unrealized

Gains

Unrealized

Losses

Estimated

Fair Value

Municipal bonds

16,424

—

16,480

Commercial paper

1,998

—

1,998

Corporate bonds

80,092

608

—

80,700

Certificates of deposits

1,077

—

1,076

Asset backed securities

11,914

—

11,904

Total current

investment securities

111,505

664

112,158

Mutual funds

2,306

1,810

—

4,116

Total noncurrent

investment securities

2,306

1,810

—

4,116

Available-for-sale

Proceeds from

sales and

maturities of

investment securities

available-for-sale

were $

67.9

million and

59.1

million during

the

twenty-six

weeks

ended November

27,

2021

and

November

28,

2020,

respectively.

Gross

realized

gains

for

the

twenty-six

weeks ended

November 27,

2021 and

November 28,

2020 were

165

thousand and

thousand, respectively.

Gross realized

losses

for

the

twenty-six

weeks

ended

November

27,

2021

were

thousand.

There

were

gross

realized

losses

for

the

twenty-six weeks

ended November

28, 2020.

There were

allowances for

credit losses

at November

27, 2021

and May

29,

2021.

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 November

27, 2021 are as follows (in thousands):

Estimated Fair Value

Within one year

41,326

1-5 years

28,346

Total

69,672

Noncurrent

Proceeds

from

sales

and

maturities

noncurrent

investment

securities

were

453

thousand

during

the

twenty-six

weeks

ended November

27,

2021.

Gross

realized

gains

for

the

twenty-six

weeks

ended November

27,

2021

were

165

thousand. There were

realized losses for the twenty-six

weeks ended November 27, 2021.

There were

sales of noncurrent

investment securities during the twenty-six weeks ended November

28, 2020.

Note 4 - 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

paid

transfer

the

liability

new

obligor

transaction

between

such

parties,

not

the

amount

that

would

be paid

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,

including:

◦

Quoted prices for similar assets or liabilities in active markets

◦

Quoted prices for identical or similar assets in non-active markets

◦

Inputs other than quoted prices that are observable for the asset or liability

◦

Inputs derived principally from or corroborated by other observable

market data

•

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, accounts receivable,

and accounts payable:

The carrying amount approximates fair value due to the

short maturity of these instruments.

Lease obligations:

The carrying value of the Company’s lease obligations

is at its present value which approximates fair value.

Assets and Liabilities Measured at Fair

Value

on a Recurring Basis

accordance

with

the

fair

value

hierarchy

described

above,

the

following

table

shows

the

fair

value

financial

assets and

liabilities measured at fair value on a recurring basis as of November 27, 2021 and May

29, 2021 (in thousands):

November 27, 2021

Level 1

Level 2

Level 3

Balance

Assets

Municipal bonds

—

921

—

921

Commercial paper

—

5,981

—

5,981

Corporate bonds

—

54,567

—

54,567

Asset backed securities

—

8,203

—

8,203

Mutual funds

4,056

—

4,056

Total assets measured at fair

value

4,056

69,672

—

73,728

Index

May 29, 2021

Level 1

Level 2

Level 3

Balance

Assets

Municipal bonds

—

16,480

—

16,480

Commercial paper

—

1,998

—

1,998

Corporate bonds

—

80,700

—

80,700

Certificates of deposits

—

1,076

—

1,076

Asset backed securities

—

11,904

—

11,904

Mutual funds

4,116

—

4,116

Total assets measured at fair

value

4,116

112,158

—

116,274

Investment

securities

–

available-for-sale

classified

as Level

consist

securities

with maturities

three

months

or longer

when purchased. We

classified these securities as

current because amounts

invested are readily available

for current operations.

Observable inputs for these securities are yields, credit risks, default rates, and volatility.

Note 5 - Inventories

Inventories consisted of the following as of November 27, 2021

and May 29, 2021 (in thousands):

November 27, 2021

May 29, 2021

Flocks, net of amortization

139,645

123,860

Eggs and egg products

23,043

21,084

Feed and supplies

73,513

73,431

236,201

218,375

grow

and

maintain

flocks

layers

(mature

female

chickens),

pullets

(female

chickens,

under

weeks

age),

and

breeders

(male

and

female

chickens

used

produce

fertile

eggs

hatch

for

egg

production

flocks).

Our

total

flock

November 27, 2021 consisted of approximately

9.3

million pullets and breeders and

42.9

million layers.

Note 6 - Accrued Dividends Payable and Dividends per Common

accrue dividends at

the end of

each quarter according

to the Company’s

dividend policy adopted

by its Board

of Directors.

The Company

pays a dividend

to shareholders

of its Common

Stock and

Class A Common

Stock on

a quarterly basis

for each

quarter for

which the

Company reports

net income

attributable to

Cal-Maine Foods,

Inc. computed

in accordance

with GAAP

in an amount

equal to one-third

(1/3) of such

quarterly income. Dividends

are paid to

shareholders of record

as of the 60th

day

following the

last day

of such quarter,

except for

the fourth fiscal

quarter. For

the fourth quarter,

the Company

pays dividends

to shareholders of record on the 65th day after the

quarter end. Dividends are payable on the 15th day following

the record date.

Following a quarter for which the Company does not report net income

attributable to Cal-Maine Foods, Inc., the Company will

not pay a dividend

for a subsequent profitable

quarter until the Company

is profitable on a cumulative

basis computed from the

date of

the most

recent quarter

for which

a dividend

was paid.

At the

end of

the second

quarter of

fiscal 2022,

the amount

cumulative losses to be recovered before payment of a dividend was $

21.1

million.

Index

our

condensed

consolidated

statement

operations,

determine

dividends

per

common

accordance

with

the

computation in the following table (in thousands, except per share data):

Thirteen Weeks

Ended

Twenty-six Weeks

Ended

November 27,

November 28,

November 27,

November 28,

Net income (loss)

1,173

12,155

(16,853)

(7,244)

Cumulative losses to be recovered prior to

payment of divided at beginning of period

(22,270)

(20,769)

(4,244)

(1,370)

Net income available for dividend

—

1/3 of net income attributable to Cal-Maine

Foods, Inc. available for dividend

—

Common stock outstanding (shares)

44,057

Class A common stock outstanding (shares)

4,800

Total common stock

outstanding (shares)

48,857

*Dividends per common share

= 1/3 of Net

income (loss) attributable to

Cal-Maine Foods, Inc. available

for dividend ÷ Total

common stock

outstanding (shares).

Note 7 – Credit Facility

November

15,

2021,

entered

into an

Amended

and

Restated

Credit

Agreement

(the

“Credit

Agreement”)

with a

five

year

term.

The

Credit

Agreement

amended

and

restated

the

Company’s

previously

existing

credit

agreement

dated

July

10,

2018.

The

Credit

Agreement

provides

for

increased

senior

secured

revolving

credit

facility

(the

“Credit

Facility”

“Revolver”),

initial

aggregate

principal

amount

250

million,

which

includes

million

sublimit

for

the

issuance

standby

letters

credit

and

million

sublimit

for

swingline

loans.

The

Credit

Facility

also

includes

accordion

feature

permitting,

with

the

consent

BMO

Harris

Bank

N.A.

(the

“Administrative

Agent”),

increase

the

Credit Facility

in the

aggregate up

to $

200

million by

adding one

or more

incremental senior

secured term

loans or

increasing

one or more times the revolving commitments under the Revolver.

As of November 27, 2021,

amounts were borrowed under

the Credit Facility and $

4.1

million in standby letters of credit were issued under the Credit Facility.

The

interest

rate

connection

with

loans

made

under

the

Credit

Facility

based

on,

the

Company’s

election,

either

the

Eurodollar

Rate

plus

the

Applicable

Margin

the

Base

Rate

plus

the

Applicable

Margin.

The

“Eurodollar

Rate”

means

the

reserve adjusted

rate at

which Eurodollar

deposits in

the London

interbank market

for an

interest period

one

two

three

six

twelve

months (as

selected by

the Company)

are quoted.

The “Base

Rate” means

a fluctuating

rate per

annum equal

to the

highest

(a)

the

federal

funds

rate

plus

0.50

per

annum,

(b)

the

prime

rate

interest

established

the

Administrative

Agent, and (c) the Eurodollar Rate for

an interest period of

one

month plus

% per annum, subject to certain interest

rate floors.

The

“Applicable

Margin”

means

0.00

0.75

per

annum

for

Base

Rate

Loans

and

1.00

1.75

per

annum

for

Eurodollar

Rate

Loans,

each

case

depending

upon

the

Total

Funded

Debt

Capitalization

Ratio

for

the

Company

the

quarterly pricing

date. The

Company will pay

a commitment fee

on the unused

portion of the

Credit Facility

payable quarterly

from

0.15

0.25

each

case

depending

upon

the

Total

Funded

Debt

Capitalization

Ratio

for

the

Company

the

quarterly pricing date. The Credit Agreement contains customary provisions

regarding replacement of the Eurodollar Rate.

The

Credit

Facility

guaranteed

all the

current

and

future wholly

-owned

direct

and

indirect

domestic

subsidiaries

the

Company (the

“Guarantors”), and

is secured

by a

first-priority perfected

security interest

in substantially

all of

the Company’s

and

the

Guarantors’

accounts,

payment

intangibles,

instruments

(including

promissory

notes),

chattel

paper,

inventory

(including farm products) and deposit accounts maintained with the Administrative

Agent.

The

Credit

Agreement

for the

Credit

Facility

contains

customary

covenants,

including

restrictions

the incurrence

liens,

incurrence of

additional debt,

sales of

assets and

other fundamental

corporate changes

and investments.

The Credit

Agreement

requires maintenance

of two

financial covenants:

(i) a

maximum Total

Funded Debt

to Capitalization

Ratio tested

quarterly of

no greater than

%; and (ii) a requirement

to maintain Minimum Tangible

Net Worth

at all times of $

700

Million plus

% of

net

income

(if

net

income

positive)

less

permitted

restricted

payments

for

each

fiscal

quarter

after

November

27,

2021.

Additionally,

the Credit Agreement

requires that Fred

R. Adams Jr.’s

spouse, natural children,

sons-in-law or grandchildren,

any trust,

guardianship, conservatorship

or custodianship

for the primary

benefit of any

of the foregoing,

or any family

limited

partnership, similar limited liability

company or other entity

that

100

% of the voting control

of such entity is held

by any of the

foregoing, shall maintain

at least

% of the Company's

voting stock. Failure

to satisfy any of

these covenants will constitute

Index

default under the terms of

the Credit Agreement. Further,

under the terms of the Credit

Agreement, payment of dividends under

the

Company's

current

dividend

policy

one-third

the

Company's

net

income

computed

accordance

with

GAAP

and

payment of other

dividends or repurchases

by the Company

of its capital stock

is allowed, as long

as after giving

effect to such

dividend

payments or

repurchases no

default has

occurred and

is continuing

and

the sum

of cash

and cash

equivalents of

the

Company and its subsidiaries plus availability under the Credit Facility equals

at least $

million.

The Credit

Agreement also

includes customary

events of

default and

customary remedies

upon the

occurrence of

an event

default, including acceleration

of the amounts due

under the Credit Facility

and foreclosure of

the collateral securing

the Credit

Facility.

At November 27, 2021, we were in compliance with the covenant requirements of

the Credit Facility.

Note 8 - Equity

The following reflects

equity activity for

the thirteen and

twenty-six weeks ended

November 27, 2021

and November 28,

2020

(in thousands):

Thirteen Weeks

Ended November 27, 2021

Cal-Maine Foods, Inc. Stockholders

Common Stock

Class A

Treasury

Paid In

Accum. Other

Retained

Noncontrolling

Amount

Capital

Comp. Loss

Earnings

Interest

Total

Balance at August 28,

2021

703

(27,451)

65,044

(728)

957,951

—

995,567

Other comprehensive

loss, net of tax

—

(268)

—

(268)

Stock compensation

plan transactions

—

975

—

976

Contributions

—

Net income (loss)

—

1,173

(28)

1,145

Balance at November

27, 2021

703

(27,450)

66,019

(996)

959,124

(25)

997,423

Thirteen Weeks

Ended November 28, 2020

Cal-Maine Foods, Inc. Stockholders

Common Stock

Class A

Treasury

Paid In

Accum. Other

Retained

Amount

Capital

Comp. Income

Earnings

Total

Balance at August 29, 2020

703

(26,676)

61,267

433

956,170

991,945

Other comprehensive loss, net of tax

—

(282)

—

(282)

Stock compensation plan

transactions

—

(47)

934

—

887

Contributions

—

Net income

—

12,155

Balance at November 28, 2020

703

(26,723)

62,206

151

968,325

1,004,710

Index

Twenty-six Weeks

Ended November 27, 2021

Cal-Maine Foods, Inc. Stockholders

Common Stock

Class A

Treasury

Paid In

Accum. Other

Retained

Noncontrolling

Amount

Capital

Comp.

Earnings

Interest

Total

Balance at May 29,

2021

703

(27,433)

64,044

(558)

975,977

—

1,012,781

Other comprehensive

loss, net of tax

—

(438)

—

(438)

Stock compensation

plan transactions

—

(17)

1,975

—

1,958

Contributions

—

Net loss

—

(16,853)

(28)

(16,881)

Balance at November

27, 2021

703

(27,450)

66,019

(996)

959,124

(25)

997,423

Twenty-six Weeks

Ended November 28, 2020

Cal-Maine Foods, Inc. Stockholders

Common Stock

Class A

Treasury

Paid In

Accum. Other

Retained

Amount

Capital

Comp. Income

Earnings

Total

Balance at May 30, 2020

703

(26,674)

60,372

975,147

1,009,675

Impact of ASC 326

—

422

Balance at May 31 2020

703

(26,674)

60,372

975,569

1,010,097

Other comprehensive income, net of

tax

—

Stock compensation plan

transactions

—

(49)

1,829

—

1,780

Contributions

—

Net loss

—

(7,244)

Balance at November 28, 2020

703

(26,723)

62,206

151

968,325

1,004,710

Note 9 - Net Income (Loss) per Common Share

Basic net

income (loss)

per share

is based

on the

weighted average

Common Stock

and Class

A Common

Stock outstanding.

Diluted net income

per share

is based on

weighted-average common

shares outstanding

during the

relevant period

adjusted for

the dilutive

effect of

share-based awards.

Restricted shares

145

thousand and

139

thousand were

antidilutive due

to the

net

losses for the first twenty-six weeks of fiscal 2022

and 2021, respectively. These

shares were not included in the diluted net loss

per share calculation.

Index

The

following

table

provides

reconciliation

the

numerators

and

denominators

used

determine

basic

and

diluted

net

income per common share (amounts in thousands, except per share data):

Thirteen Weeks

Ended

Twenty-six Weeks

Ended

November 27,

2021

November 28,

2020

November 27,

2021

November 28,

2020

Numerator

Net income (loss)

1,145

12,155

(16,881)

(7,244)

Less: Loss attributable to noncontrolling

interest

(28)

—

(28)

—

Net income (loss) attributable to Cal-

Maine Foods, Inc.

1,173

12,155

(16,853)

(7,244)

Denominator

Weighted-average

common shares

outstanding, basic

48,857

48,501

48,859

48,501

Effect of dilutive restricted shares

159

144

—

Weighted-average

common shares

outstanding, diluted

49,016

48,645

48,859

48,501

Net income (loss) per common share

attributable to Cal-Maine Foods, Inc.

Basic

0.02

0.25

(0.34)

(0.15)

Diluted

0.02

0.25

(0.34)

(0.15)

Note 10 - Revenue Recognition

Satisfaction of Performance Obligation

Most of the

Company’s revenue

is derived from

contracts with customers

based on the

customer placing an

order for products.

Pricing for

the most

part is

determined when

the Company

and the

customer agree

upon the

specific order,

which establishes

the contract for that order.

Revenues are

recognized in

an amount

that reflects

the net

consideration we

expect to

receive in

exchange for

the goods. Our

shell eggs

are sold

at prices

related to

independently

quoted wholesale

market prices,

negotiated prices

or formulas

related to

our

costs of

production.

The Company’s

sales predominantly

contain

a single

performance obligation.

recognize

revenue

upon satisfaction

of the performance

obligation with

the customer,

which typically occurs

within days of

the Company

and the

customer agreeing upon the order.

Returns and Refunds

Some of our contracts

include a guaranteed sale

clause, pursuant to which

we credit the customer’s

account for product

that the

customer is unable

to sell before

expiration. The Company

records an estimate

of returns and

refunds by using

historical return

data

and

comparing

to current

period

sales and

accounts

receivable. The

allowance

is recorded

as a

reduction

in sales

with

corresponding reduction in trade accounts receivable.

Sales Incentives Provided to Customers

The

Company

periodically

provides

incentive

offers

its

customers

encourage

purchases.

Such

offers

include

current

discount offers

(e.g., percentage

discounts off

current purchases), inducement

offers (e.g.,

offers for

future discounts subject

a minimum

current purchase),

and other

similar offers.

Current discount

offers,

when accepted

by customers,

are treated

as a

reduction

the sales

price

of the

transaction,

while inducement

offers,

when

accepted

by customers,

are

treated

reduction

sales

price

based

estimated

future

redemption

rates.

Redemption

rates

are

estimated

using

the

Company’s

historical

experience

for

similar

inducement

offers.

Current discount

and

inducement

offers

are

presented

as a

net amount

‘‘Net sales.’’

Index

Disaggregation of Revenue

The following table provides revenue disaggregated by product category

(in thousands):

Thirteen Weeks

Ended

Twenty-six Weeks

Ended

November 27, 2021

November 28, 2020

November 27, 2021

November 28, 2020

Conventional shell egg sales

223,258

201,725

405,807

357,109

Specialty shell egg sales

155,853

134,082

294,510

263,327

Egg products

11,401

9,932

20,767

16,637

Other

391

1,589

1,523

3,037

390,903

347,328

722,607

640,110

Contract Costs

The Company can incur costs to

obtain or fulfill a contract with a

customer. If the

amortization period of these costs is less

than

one year,

they are

expensed as

incurred. When

the amortization

period is

greater than

one year,

a contract

asset is

recognized

and is

amortized over

the contract

life as

a reduction

in net

sales. As

of November

27, 2021,

the balance

for contract

assets is

immaterial.

Contract Balances

The Company

receives payment

from

customers based

on specified

terms that

are generally

less than

30 days

from

delivery.

There are rarely contract assets or liabilities related to performance under

the contract.

Note 11 - Leases

Expenses related

to operating

leases, amortization

of finance

leases, right-of-use

assets, and

finance lease

interest are

included

in Cost of sales, Selling general and administrative expense, and

Interest income, net in the Condensed Consolidated Statements

of Operations. The Company’s lease cost consists

of the following (in thousands):

Thirteen Weeks

Ended

Twenty-six Weeks

Ended

November 27, 2021

Operating lease cost

208

425

Finance lease cost

Amortization of right-of-use asset

Interest on lease obligations

Short term lease cost

1,097

2,135

Index

Future minimum lease payments under non-cancelable leases are as follows

(in thousands):

As of November 27, 2021

Operating Leases

Finance Leases

Remainder fiscal 2022

378

120

2023

539

239

2024

380

217

2025

130

—

2026

—

2027

—

Total

1,458

576

Less imputed interest

(111)

(30)

Total

1,347

546

The

weighted-average

remaining

lease

term

and

discount

rate

for

lease

liabilities

included

our

Condensed

Consolidated

Balance Sheet are as follows:

As of November 27, 2021

Operating Leases

Finance Leases

Weighted-average

remaining lease term (years)

2.6

2.0

Weighted-average

discount rate

5.9

4.9

Note 12 - Stock Based Compensation

Total stock-based

compensation expense was $

2.0

million and $

1.8

million for the twenty-six weeks

ended November 27, 2021

and November 28, 2020, respectively.

Unrecognized

compensation

expense

as a

result

of non

-vested

restricted

stock outstanding

under

the

Amended

and

Restated

2012

Omnibus

Long-Term

Incentive

Plan

November

27,

2021

4.6

million

will

recorded

over

weighted

average period of

1.7

years. Refer to Part

II Item 8,

Notes to Consolidated

Financial Statements and

Supplementary Data, Note

16: Stock Compensation Plans in our 2021 Annual Report for further information

on our stock compensation plans.

The Company’s restricted share activity

for the twenty-six weeks ended November 27, 2021 follows:

Number of

Weighted

Average Grant

Date Fair Value

Outstanding, May 29, 2021

302,147

39.37

Vested

(1,359)

40.34

Forfeited

(1,460)

37.70

Outstanding, November 27, 2021

299,328

39.38

Note 13 - Commitments and Contingencies

Financial Instruments

The

Company

maintained

standby

letters

credit

("LOC")

totaling

4.1

million

November

27,

2021

which

were

issued

under

the

Company's

Credit

Facility.

The

outstanding

LOCs

are

for

the

benefit

certain

insurance

companies,

and

are

not

recorded as a liability on the consolidated balance sheets.

LEGAL PROCEEDINGS

State of Texas

v. Cal-Maine Foods, Inc. d/b/a Wharton;

and Wharton County Foods, LLC

On April

23, 2020,

the Company

and its subsidiary

Wharton County

Foods, LLC (“WCF”)

were named

as defendants in

State

Texas

Cal-Maine

Foods,

Inc.

d/b/a

Wharton;

and

Wharton

County

Foods,

LLC,

Cause

No.

2020-25427,

the

District

Index

Court of

Harris County,

Texas.

The State

of Texas

(the “State”)

asserted claims

based on

the Company’s

and WCF’s

alleged

violation

the

Texas

Deceptive

Trade

Practices—Consumer

Protection

Act,

Tex.

Bus.

Com.

Code

§§

17.41-17.63

(“DTPA”).

The

State

claimed

that

the

Company

and

WCF

offered

shell

eggs

excessive

exorbitant

prices

during

the

COVID-19

state

emergency

and

made

misleading

statements

about

shell

egg

prices.

The

State

sought

temporary

and

permanent

injunctions

against

the

Company

and

WCF

prevent

further

alleged

violations

the

DTPA,

along

with

over

100,000

in damages. On August 13, 2020, the court granted the defendants’ motion to dismiss the State’s

original petition with

prejudice. On September

11, 2020,

the State filed a

notice of appeal,

which was assigned to

the Texas

Court of Appeals

for the

First District. The

State filed its

opening brief

on December 7,

2020. The

Company and WCF

filed their response

on February

8, 2021. The

Texas

Court of Appeals

has not ruled

on these submissions.

Management believes the

risk of material

loss related

to this matter to be remote.

Bell et al. v. Cal-Maine Foods et al.

April

30, 2020,

the Company

was named

as one

of several

defendants

Bell et

al. v.

Cal-Maine

Foods et

al.,

Case No.

1:20-cv-461,

the

Western

District

Texas,

Austin

Division.

The

defendants

include

numerous

grocery

stores,

retailers,

producers, and farms. Plaintiffs assert that defendants

violated the DTPA

by allegedly demanding exorbitant or

excessive prices

for

eggs during

the

COVID-19

state of

emergency.

Plaintiffs

request

certification

of a

class of

all consumers

who purchased

eggs

Texas

sold,

distributed,

produced,

handled

any

the

defendants

during

the

COVID-19

state

emergency.

Plaintiffs seek to enjoin

the Company and other

defendants from selling eggs

at a price more than

10% greater than the price

eggs prior

to the

declaration

of the

state of

emergency

and damages

in the

amount

10,000

per violation,

or $

250,000

for

each violation

impacting anyone

over 65

years old.

On December

1, 2020,

the Company

and

certain other

defendants filed

motion to

dismiss the

plaintiffs’

amended

class action

complaint. The

plaintiffs

subsequently

filed a

motion to

strike, and

the

motion to

dismiss and

related proceedings

were referred

to a

United States

magistrate judge.

On July

14, 2021,

the magistrate

judge

issued

report

and

recommendation

the

court

that

the

defendants’

motion

dismiss

granted

and

the

case

dismissed without

prejudice for

lack of

subject matter

jurisdiction. On

September 20,

2021, the

court adopted

the magistrate’s

report

and

recommendation

its

entirety

and

granted

defendants’

motion

dismiss

plaintiffs’

first

amended

class

action

complaint; thereafter,

the court

entered a

final judgment

in favor

of the

Company and

certain other

defendants dismissing

the

case without

prejudice. On

October 18,

2021, plaintiffs

filed a

motion to

alter or

amend the

final judgement

and allow

a filing

second

amended

complaint.

The

Company

responded

November

2021.

The

court

has

not

ruled

the

plaintiffs’

motion.

Kraft Foods Global, Inc. et al. v.

United Egg Producers, Inc. et al.

As previously

reported, on

September 25,

2008, the

Company

was named

as one

of several

defendants

in numerous

antitrust

cases involving

the United

States shell

egg

industry.

The Company

settled all

of these

cases, except

for

the claims

of certain

plaintiffs who sought

substantial damages allegedly arising

from the purchase of egg

products (as opposed to shell

eggs). These

remaining plaintiffs

are Kraft

Food Global,

Inc., General

Mills, Inc.,

and Nestle

USA, Inc.

(the “Egg

Products Plaintiffs”)

and

The Kellogg Company.

On September

13, 2019,

the case

with the

Egg Products

Plaintiffs was

remanded from

a multi-district

litigation proceeding

the

United

States

District

Court

for

the

Eastern

District

Pennsylvania,

Processed

Egg

Products

Antitrust

Litigation,

MDL No. 2002, to

the United States District Court

for the Northern District

of Illinois, Kraft Foods Global,

Inc. et al. v.

United

Egg

Producers,

Inc.

al.,

Case

No.

1:11-cv-8808,

for

trial.

The

Egg

Products

Plaintiffs

allege

that

the

Company

and

other

defendants

violated

Section

the

Sherman

Act,

15.

U.S.C.

agreeing

limit

the

production

eggs

and

thereby

illegally to raise the prices that plaintiffs

paid for processed egg products. In particular,

the Egg Products Plaintiffs are

attacking

certain features of

the United Egg

Producers animal-welfare guidelines

and program used by

the Company and

many other egg

producers. The

Egg Products

Plaintiffs seek

to enjoin

the Company

and other

defendants from

engaging in

antitrust violations

and seek

treble money

damages. The

parties filed

a joint

status report

on May

18, 2020.

On August

4, 2021,

by docket

entry,

the

court

instructed

the

parties

jointly

submit

second

status

report

the

court

that

included

proposed

schedule

for

preparing a final pretrial

order. On August

25, 2021, the parties filed a

joint status report, and

on August 26, 2021, the

court, by

docket entry, informed

the parties that the need to discuss issues was no longer

necessary and that a scheduled August 30, 2021,

status hearing was stricken. No trial schedule has yet been entered by the

court.

In addition,

on October

24, 2019,

the Company

entered into

a confidential

settlement agreement

with The

Kellogg Company

dismissing

all

claims

against

the

Company

for

amount

that

did

not

have

material

impact

the

Company’s

financial

condition or results

of operations. On

November 11,

2019, a stipulation

for dismissal was filed

with the court,

but the court

has

not yet entered a judgment on the filing.

The Company intends to

continue to defend the remaining

case with the Egg Products Plaintiffs

as vigorously as possible based

defenses

which

the

Company

believes

are

meritorious

and

provable.

Adjustments,

any,

which

might

result

from

the

Index

resolution of

this remaining

matter with

the Egg

Products Plaintiffs

have not

been reflected

in the

financial statements.

While

management

believes

that

there

still

reasonable

possibility

material

adverse

outcome

from

the

case

with

the

Egg

Products Plaintiffs,

at the

present time,

it is not

possible to

estimate the

amount of

monetary exposure,

if any,

to the

Company

due to a range of

factors, including the following,

among others: the matter is in

the early stages of preparing

for trial following

remand;

any

trial

will

before

different

judge

and

jury

different

court

than

prior

cases;

there

are

significant

factual issues

to be

resolved; and

there are

requests for

damages other

than compensatory

damages (i.e.,

injunction and

treble

money damages).

State of Oklahoma Watershed Pollution

Litigation

On June 18,

2005, the

State of

Oklahoma filed

suit, in

the United

States District

Court for

the Northern

District of

Oklahoma,

against Cal-Maine Foods, Inc. and

Tyson Foods,

Inc. and affiliates, Cobb-Vantress,

Inc., Cargill, Inc. and

its affiliate, George’s,

Inc. and

its affiliate,

Peterson Farms, Inc.

and Simmons Foods,

Inc. The

State of Oklahoma

claims that through

the disposal of

chicken

litter the

defendants have

polluted the

Illinois River

Watershed.

This watershed

provides

water to

eastern Oklahoma.

The complaint

seeks injunctive

relief and

monetary damages,

but the

claim for

monetary damages

has been

dismissed by

the

court.

Cal-Maine

Foods,

Inc.

discontinued

operations

the

watershed.

Accordingly,

not

anticipate

that

Cal-Maine

Foods,

Inc.

will

materially

affected

the

request

for

injunctive

relief

unless

the

court

orders

substantial

affirmative

remediation. Since

the litigation

began, Cal-Maine

Foods, Inc.

purchased

100

% of the

membership interests

of Benton

County

Foods, LLC,

which is

an ongoing

commercial shell

egg operation

within the

Illinois River

Watershed.

Benton County

Foods,

LLC is not a defendant in the litigation.

The trial in the case

began in September 2009 and

concluded in February 2010. The

case was tried without a jury,

and the court

has not yet issued its ruling. Management believes the risk of material loss related

to this matter to be remote.

Other Matters

In addition to

the above, the Company

is involved in

various other claims

and litigation incidental

to its business. Although

the

outcome of

these matters

cannot be

determined with

certainty,

management, upon

the advice

of counsel,

is of

the opinion

that

the final outcome should not have a material effect on the Company’s

consolidated results of operations or financial position.

Note 14 - Related Party Transaction

August

24,

2020,

Mrs.

Jean

Reed

Adams,

the

wife

the

Company’s

late

founder

Fred

Adams,

Jr.,

and

the

Fred

Adams,

Jr.

Daughters’

Trust,

dated

July

20,

2018

(the

“Daughters’

Trust”),

which

the

daughters

Mr.

Adams

are

beneficiaries

(together,

the

“Selling

Stockholders”),

completed

registered

secondary

public

offering

6,900,000

Common Stock held by them, pursuant to a previously

disclosed Agreement Regarding Common Stock (the “Agreement”)

filed

as an exhibit to our 2021 Annual Report. Mrs. Adams and

the Daughters’ Trust advised the Company that

they were conducting

the

offering

order

pay

estate

taxes

the

settlement

Mr.

Adam’s

estate

and

obtain

liquidity.

The

public

offering

was

made

pursuant

the

Company’s

effective

shelf

registration

statement

Form

S-3

(File

No.

333-227742),

including the Prospectus

contained therein dated

October 9, 2018, and

a related Prospectus Supplement

dated August 19,

2020,

each of

which is on

file with the

Securities and

Exchange Commission.

The public offering

involved only

the sale of

shares of

Common

Stock

that

were

already

outstanding,

and

thus

the

Company

did

not

issue

any

new

raise

any

additional

capital

the

offering.

The

expenses

the

offering

(not

including

the

underwriting

discount

and

legal

fees

and

expenses

legal

counsel

for

the

Selling

Stockholders,

which

were

paid

the

Selling

Stockholders)

paid

the

Company

were

1.1

million. Pursuant to the Agreement, the Selling Stockholders reimbursed

the Company $

551

thousand.

Index

ITEM

MANAGEMENT’S

DISCUSSION

AND

ANALYSIS

FINANCIAL

CONDITION

AND

RESULTS

OPERATIONS

The following

should be

read in

conjunction

with Management’s

Discussion and

Analysis of

Financial Condition

and Results

of Operations included

in Part II Item

7 of the Company’s

Annual Report on

Form 10-K for its

fiscal year ended May

29, 2021

(the “2021 Annual Report”), and the accompanying financial statements and

notes included in Part II Item 8 of the 2021 Annual

Report and in

Part

I Item 1

of this Quarterly Report on Form 10-Q (“Quarterly Report”).

This

report

contains

numerous

forward-looking

statements

within

the

meaning

Section

27A

the

Securities

Act

1933

(the “Securities

Act”) and

Section 21E

of the

Securities Exchange

Act of

1934 (the

“Exchange Act”)

relating to

our shell

egg

business,

including

estimated

future

production

data,

expected

construction

schedules,

projected

construction

costs,

potential

future

supply

of and

demand

for

our

products,

potential

future

corn

and

soybean price

trends,

potential

future

impact

our

business

the

COVID-19

pandemic,

potential

future

impact

our

business

new

legislation,

rules

policies,

potential

outcomes

legal

proceedings,

and

other

projected

operating

data,

including

anticipated

results

operations

and

financial

condition.

Such

forward-looking

statements

are

identified

the

use

words

such

“believes,”

“intends,”

“expects,”

“hopes,”

“may,”

“should,”

“plans,”

“projected,”

“contemplates,”

“anticipates,”

similar

words.

Actual

outcomes

results

could

differ

materially

from

those

projected

the

forward-looking

statements. The

forward-looking

statements

are

based

management’s

current

intent,

belief,

expectations,

estimates,

and

projections

regarding

the

Company

and

its

industry. These

statements

are

not

guarantees

future

performance

and

involve

risks,

uncertainties,

assumptions,

and

other

factors

that

are

difficult

to predict

and

may be

beyond

our

control. The

factors

that

could cause

actual results

differ

materially

from those

projected

in the

forward-looking

statements include,

among others,

(i) the

risk factors

set forth

in Part

I, Item

1A of

the 2021

Annual

Report

(ii)

the

risks

and

hazards

inherent

the

shell egg

business

(including

disease, pests,

weather

conditions,

and

potential for

product recall),

(iii) changes

in the

demand for

and market

prices of

shell eggs

and feed

costs, (iv)

our ability

predict

and

meet

demand

for

cage-free

and

other

specialty

eggs,

(v)

risks,

changes,

obligations

that

could

result

from

our

future

acquisition

new

flocks

businesses

and

risks

changes

that

may

cause

conditions

completing

pending

acquisition not

to be

met, (vi)

risks relating

to the

evolving COVID-19

pandemic, including

without limitation

increased costs

and growing

inflationary rates, and

(vii) adverse results

in pending

litigation matters. Readers

are cautioned

not to place

undue

reliance on forward-looking statements because,

while we believe the assumptions on

which the forward-looking statements are

based

are

reasonable,

there

can

assurance

that

these

forward-looking

statements

will

prove

accurate. Further,

forward-looking statements

included

herein

are

only

made

the

respective

dates

thereof,

date

stated,

the date

hereof. Except

otherwise

required

law,

disclaim

any

intent

obligation

update

publicly

these

forward-

looking statements, whether because of new information, future events,

or otherwise.

GENERAL

Cal-Maine

Foods,

Inc.

(the

“Company,”

“we,”

“us,”

“our”)

primarily

engaged

the

production,

grading,

packaging,

marketing

and

distribution

fresh

shell

eggs.

Our

operations

are

fully

integrated

under

one

operating

segment.

are

the

largest producer

and distributor

of fresh

shell eggs

in the

United States

(“U.S.”).

Our total flock

of approximately

42.9 million

layers

and

9.3

million

pullets

and

breeders

the

largest

the

U.S.

sell

most

our

shell

eggs

diverse

group

customers, including

national and

regional grocery

store chains,

club stores,

companies servicing

independent supermarkets

the U.S., food

service distributors, and

egg product consumers

in states across

the southwestern, southeastern,

mid-western and

mid-Atlantic regions of the U.S.

are

member

the

Eggland’s

Best,

Inc.

(“EB”)

cooperative

and

produce,

market

and

distribute

and

Land

O'Lakes

branded

eggs,

both

directly

and

through

our

joint

ventures

Specialty

Eggs,

LLC

and

Southwest

Specialty

Eggs,

LLC,

under

exclusive

license

agreements

Alabama,

Arizona,

Florida,

Georgia,

Louisiana,

Mississippi

and

Texas,

and

portions

Arkansas, California,

Nevada, North

Carolina Oklahoma

and South

Carolina.

also have

an exclusive

license in

New York

City in addition to exclusivity in select New York

metropolitan areas, including areas within New Jersey and Pennsylvania.

Our

operating

results

are

materially

impacted

market

prices for

eggs

and

feed

grains

(corn

and

soybean

meal),

which

are

highly

volatile,

independent

each

other,

and

out

our

control.

Generally,

higher

market

prices

for

eggs

have

positive

impact

our

financial

results

while

higher

market

prices

for

feed

grains

have

negative

impact

our

financial

results.

Although we

use a

variety of

pricing mechanisms

in pricing

agreements with

our customers,

we sell

most of

our conventional

shell eggs

based on

formulas that

consider,

in varying

ways, independently

quoted regional

wholesale

market prices

for shell

eggs

formulas

our

costs

production

which

include

the

cost

corn

and

soybean

meal.

example

the

volatility in the market prices

of shell eggs, the Urner-Barry

White Large, Southeast

Regional Egg Market Price per

dozen eggs

(“UB southeast large

index”) for the first

half of fiscal year

2022

ranged from a low

of $1.00 in June

2021 to a high of

$1.66 in

November 2021.

Index

Generally,

we purchase

primary feed

ingredients,

mainly corn

and soybean

meal, at

current market

prices. Corn

and soybean

meal

are

commodities

and

are

subject

volatile

price

changes

due

weather,

various

supply

and

demand

factors,

transportation and storage costs, speculators, and agricultural, energy

and trade policies in the U.S. and internationally.

An important competitive advantage

for Cal-Maine Foods is

our ability to meet

our customers’ evolving needs

with a favorable

product

mix

conventional

and

specialty

eggs,

including

cage-free,

organic

and

other

specialty

offerings,

well

egg

products.

have

also

enhanced

our

efforts

provide

free-range

and

pasture-raised

eggs

that

meet

consumers’

evolving

choice

preferences.

While

small

part

our

current

business,

the

free-range

and

pasture-raised

eggs

produce

and

sell

represent attractive offerings

to a subset of

consumers,

and therefore our customers,

and help us continue

to serve as the trusted

provider of quality food choices.

Specialty shell

eggs have

been a

significant and

growing portion

of the

market. In

recent years,

a significant

number of

large

restaurant chains, food

service companies and

grocery chains, including

our largest customers,

announced goals to

transition to

exclusively

cage-free

egg

supply

chain

specified

future

dates.

Additionally,

several

states,

representing

approximately

24% of the U.S. total population

according to the 2020 U.S. Census,

have passed legislation requiring

that all eggs sold in those

states

must

cage-free

eggs

specified

future

dates,

and

other

states

are

considering

such

legislation.

California

and

Massachusetts, which represent about

14% of the total U.S. population

according to the 2020 U.S.

Census, cage-free legislation

goes into effect

January 1, 2022.

For additional information,

see the 2021

Annual Report, Part

I, Item 1,

“Business – Specialty

Eggs,”

“Business

–

Growth

Strategy”

and

“Business

–

Government

Regulation,”

and

the

first

risk

factor

Part

Item

1A,

“Risk Factors” under the sub-heading “Legal and Regulatory Risk Factors.”

Retail

sales

shell

eggs

historically

have

been

highest

during

the

fall

and

winter

months

and

lowest

during

the

summer

months. Prices

for shell

eggs fluctuate

in response

to seasonal

demand factors

and a

natural increase

in egg

production during

the

spring

and

early

summer.

Historically,

shell

egg

prices

tend

increase

with

the

start

the

school

year

and

tend

highest

prior

holiday

periods,

particularly

Thanksgiving,

Christmas,

and

Easter.

Consequently,

and

all

other

things

being

equal, we would

expect to experience

lower selling prices, sales

volumes and net

income (and may incur

net losses) in our

first

and

fourth

fiscal

quarters

ending

August/September

and

May/June,

respectively.

Because

the

seasonal

and

quarterly

fluctuations,

comparisons

our

sales

and

operating

results

between

different

quarters

within

single

fiscal

year

are

not

necessarily meaningful comparisons.

COVID-19

Since early

2020, the

coronavirus (“COVID-19”)

outbreak, characterized

as a

pandemic by

the World

Health Organization

March

11,

2020,

has

caused

significant

disruptions

international

and

U.S.

economies

and

markets.

understand

the

challenges

and

difficult

economic

environment

facing

families

the

communities

where

live

and

work,

and

are

committed

helping

where

can.

have

provided

food

assistance

those

need

donating

approximately

479

thousand

dozen

eggs

date

fiscal

2022.

believe

are

taking

all

reasonable

precautions

the

management

our

operations in

response to

the COVID-19

pandemic. Our

top priority

is the

health and

safety of

our employees,

who work

hard

each day

to produce

eggs for

our customers.

As part

of the

nation’s

food supply,

we work

in a

critical infrastructure

industry,

and

believe

have

special

responsibility

maintain

our

normal

work

schedule.

such,

are

regular

communication with our managers across our operations and continue

to closely monitor the situation in our facilities and in the

communities where we live and work. We

have implemented procedures designed to protect our employees, taking

into account

guidelines

published

the Centers

for

Disease Control

and

other

government

health

agencies,

and

have

strict sanitation

protocols

and

biosecurity

measures

place

throughout

our

operations

with

restricted

access

visitors.

There

are

no known

indications that COVID-19 affects chickens or

can be transferred through the food supply.

continue to

proactively monitor

and manage

operations during

the COVID-19 pandemic,

including additional

related costs

that

incurred

may

incur

the

future.

The pandemic

had

negative

impact

on our

business

through

disruptions in

the

supply chain such

as increased costs and

limited availability of packaging

supplies, and increased labor

costs and medical costs

and, more recently,

inflation.

In the

second quarters

of fiscal

2022 and

2021, we

spent approximately

$713 thousand

and $612

thousand (excluding

medical

insurance

claims) related

to the

pandemic

and its

effects,

respectively.

The majority

of these

expenses

in fiscal

2022 resulted

from additional

labor costs

and increased

cost of

packaging materials,

primarily reflected

in cost

of sales.

In fiscal

2021, most

these

expenses

additional

labor

costs.

Medical

insurance

claims

COVID-19

paid

during

the

second

quarter of fiscal

2022 were an

additional $870

thousand as compared

to $529 thousand

paid in the

comparable quarter in

fiscal

2021.

Index

In the

first half

of fiscal

2022 and

2021, we

spent approximately

$1.3 million

and $1.4

million

(excluding

medical insurance

claims)

the

pandemic

and

its

effects,

respectively.

The

majority

these

expenses

fiscal

2022

resulted

from

additional

labor

costs

and

increased

cost

packaging

materials,

primarily

reflected

cost

sales.

fiscal

2021,

most

these

expenses

additional

labor

costs.

Medical

insurance

claims

COVID-19

paid

during

the

first

half

fiscal 2022 were an additional $1.1 million as compared to $818 thousand paid

in the comparable period in fiscal 2021.

EXECUTIVE OVERVIEW

For the second quarter of fiscal 2022,

we recorded a gross profit of $43.7 million compared to $58.5

million for the same period

fiscal

2021,

with

the

decrease

due

primarily

the

higher

costs of

feed

ingredients

and

higher

processing

costs.

Our

total

dozens sold

increased 0.9%

to 276.1

million dozen

shell eggs

for the

second quarter

of fiscal

2022 compared

to 273.7

million

dozen for

the same

period of

fiscal 2021.

For the

second quarter

of fiscal

2022, conventional

dozens sold

decreased 4.4%

and

specialty dozens sold

increased 15.7%

as compared to

the same quarter

in fiscal 2021.

Specialty dozens sold

increased as more

cage-free facilities came into production which helped increase our

cage-free egg sales.

The

daily

average

price

for

the

southeast

large

index

for

the

second

quarter

fiscal

2022

increased

14.6%

from

the

comparable period

in the

prior year.

Our net

average selling

price per

dozen for

the second

quarter of

fiscal 2022

was $1.373

compared to $1.227

in the prior-year

period. Hen numbers

reported by the

USDA as of December

1, 2021, were

327.8 million,

which is approximately 913

thousand more hens than

the comparable period of

the prior year.

The USDA also reported

that the

hatch

from

July

2021

through

November

2021

decreased

2.0%

compared

the

prior-year

period.

December 1,

2021,

eggs in incubators were down 9% versus the prior-year period.

Our farm

production costs

per dozen

produced for

the second

quarter of

fiscal 2022

increased 21.6%,

or $0.156,

compared to

the second

quarter of

fiscal 2021.

This increase

was primarily

due to

increased prices

for feed

ingredients. Feed

costs started

trending

higher

midway

through

the

second

quarter

fiscal

2021

and

have

remained

elevated

compared

historical

costs.

Though these feed costs

began trending higher

in fiscal 2021, we initially

benefitted from filling our

storage bins at harvest and

locking in the

basis portion of

our grain purchases

several months in

advance,

which reduced our

feed costs in

fiscal 2021. We

did not

experience the

same benefits

in fiscal

2022 given

sustained elevated

feed costs

that increased

our feed

costs compared

the

comparable

fiscal

2021

period.

For

the

second

quarter

fiscal

2022,

the

average

Chicago

Board

Trade

(“CBOT”)

daily market

price was

$5.43 per

bushel for

corn and

$338 per

ton for

soybean meal,

representing an

increase of

38.4% and

decrease of

5.9%, respectively,

compared to

the average

daily CBOT

prices for

the comparable

period in

the prior

year.

Other

farm

production

costs for

the second

quarter

fiscal

2022

increased

11.9%

versus

the

comparable

period

the prior

fiscal

year, driven by higher flock amortization

and facility expense.

Effective

May

30,

2021,

acquired

the

remaining

50%

membership

interest

Red

River

Valley

Egg

Farm,

LLC

(“Red

River”). Red River owns and operates a specialty shell egg

production complex with approximately 1.7 million

cage-free laying

hens,

cage-free

pullet capacity,

feed

mill, processing

plant, related

offices

and outbuildings

and

equipment located

approximately 400

acres near

Bogata, Texas.

For additional

information,

see

Note 2 – Acquisition

of the

Notes to

Condensed

Consolidated Financial Statements included in this Quarterly Report.

During October

2021, we

announced

that our

Board of

Directors approved

a strategic

investment that

will specialize

in high-

value

commercial

product

solutions

targeting

specific

needs

the

food

industry.

The

initial

focus

will

include

hard-cooked

eggs.

The

new

entity,

located

Neosho,

Missouri,

will

operate

MeadowCreek

Foods,

LLC

(“MeadowCreek”).

will

capitalize MeadowCreek

with up

to $18.5

million in

debt and

equity to

purchase property

and equipment

and to

fund working

capital,

and we

will retain

a controlling

interest in

the venture.

will serve

as the

preferred provider

to supply

specialty and

conventional

eggs

that

MeadowCreek

needs

manufacture

egg

products.

MeadowCreek’s

marketing

plan

designed

extend

our

reach

the

foodservice

and

retail

marketplace

and

bring

new

opportunities

the

restaurant,

institutional

and

industrial food products arenas.

Also during

October 2021,

we announced

that our

Board of

Directors

approved a

$23.0 million

capital project

to expand

our

cage-free egg production

at our Okeechobee,

Florida, production facility.

The project is

designed to include

the construction of

two cage-free layer

houses and one cage-free

pullet house with capacity

for approximately 400,000

cage-free hens and 210,000

pullets, respectively.

Construction

has commenced,

with first

pullet placements

planned

by mid-May

2022 and

the first

layer

house planned

to be

finished by

October 1,

2022, with

the second

layer house

and project completion

expected by

February 1,

2023. The Company

plans to fund the

project through a combination

of available cash on

hand, investments and

operating cash

flow.

Effective December

5, 2021, we made

an additional investment

in our joint

venture Southwest Specialty

Eggs, LLC, to acquire

warehouse

and

distribution

capability

expand

Southwest

Specialty

Eggs,

LLC’s

customer

base

in the

southern

California, Arizona and Nevada markets.

Index

RESULTS OF

OPERATIONS

The

following

table

sets

forth,

for

the

periods

indicated,

certain

items

from

our

Condensed

Consolidated

Statements

Operations expressed as a percentage of net sales.

Thirteen Weeks

Ended

Twenty-six Weeks

Ended

November 27, 2021

November 28, 2020

November 27, 2021

November 28, 2020

Net sales

100.0

Cost of sales

88.8

83.2

93.0

88.2

Gross profit

11.2

16.8

7.0

11.8

Selling, general and administrative

12.2

12.6

13.1

13.7

(Gain) loss on disposal of fixed assets

(0.5)

—

(0.3)

—

Operating income (loss)

(0.5)

4.2

(5.8)

(1.9)

Total other income, net

0.6

0.4

1.2

0.5

Income (loss) before income taxes

0.1

4.6

(4.6)

(1.4)

Income tax (benefit) expense

(0.2)

1.1

(2.3)

(0.4)

Net income (loss)

0.3

3.5

(2.3)

(1.0)

NET SALES

Total

net

sales for

the

second quarter

fiscal

2022

were $390.9

million

compared

to $347.3

million

for

the same

period

fiscal 2021.

Net

shell

egg

sales

represented

97.1%

total

net

sales

for

the

second

quarters

fiscal

2022

and

2021.

Shell

egg

sales

classified

as “Other”

represent

sales of

hard-cooked

eggs,

hatching

eggs and

other

miscellaneous

products

included

with

our

shell egg operations.

Total

net

sales for

the twenty-six

weeks

ended

November 27,

2021

were

$722.6 million,

compared

to $640.1

million

for

the

comparable period of fiscal 2021.

Net

shell

egg

sales

represented

97.1%

and

97.4%

total

net

sales

for

the

twenty-six

weeks

ended

November

27,

2021

and

November 28, 2020, respectively.

Index

The table below presents an analysis of our conventional and specialty shell egg

sales (in thousands, except percentage data):

Thirteen Weeks

Ended

Twenty-six Weeks

Ended

November 27, 2021

November 28, 2020

November 27, 2021

November 28, 2020

Total net sales

390,903

347,328

722,607

640,110

Conventional

223,258

58.8

201,725

59.8

405,807

57.8

357,109

57.3

Specialty

155,853

41.1

134,082

39.7

294,510

42.0

263,327

42.2

Egg sales, net

379,111

99.9

335,807

99.5

700,317

99.8

620,436

99.5

Other

391

0.1

1,589

0.5

1,523

0.2

3,037

0.5

Net shell egg sales

379,502

100.0

337,396

100.0

701,840

100.0

623,473

100.0

Net shell egg sales as a

percent of total net sales

97.1

97.4

Dozens sold:

Conventional

192,403

69.7

201,317

73.6

376,890

70.4

396,555

73.8

Specialty

83,705

30.3

72,334

26.4

158,603

29.6

141,090

26.2

Total dozens sold

276,108

100.0

273,651

100.0

535,493

100.0

537,645

100.0

Net average selling price per

dozen:

Conventional

1.160

1.002

1.077

0.901

Specialty

1.862

1.854

1.857

1.866

All shell eggs

1.373

1.227

1.308

1.154

Egg products sales:

Egg products net sales

11,401

9,932

20,767

16,637

Pounds sold

16,009

15,967

31,278

30,996

Net average selling price per

pound

0.712

0.622

0.664

0.537

Shell egg net sales

Second Quarter – Fiscal 2022 vs. Fiscal 2021

In the second quarter of fiscal

2022,

conventional egg sales increased $21.5

million, or 10.7%, compared to

the second

quarter of

fiscal 2021,

primarily due

to the

increase in

price for

conventional shell

eggs,

partially offset

by a decrease

in volume

of conventional

eggs sold.

Changes in

price resulted

in a

$30.4 million

increase and

the change

in volume

resulted in a $10.3 million decrease in net sales, respectively.

believe prices

for conventional

eggs were

positively impacted

by a

decrease in

the conventional

production layer

hen

flock.

According

reports from

the

USDA,

November

2021,

the

estimated

number

hens

producing

conventional

eggs decreased

11.3

million, or

4.6%, versus

the prior-year

comparable period.

In addition,

foodservice

demand

improved

compared

the

comparable

prior-year

period.

Lower

conventional

egg

prices

the

prior-year

period were

primarily tied

to a

surplus of

conventional eggs

entering the

retail channel

from the

foodservice channel

during

the pandemic.

A stronger

export market

in our

second quarter

of fiscal

2022 also

supported

conventional egg

prices.

The

decrease

volume

conventional

eggs

sold

was

primarily

due

elevated

retail

demand

during

the

second

quarter

of fiscal

2021 given

consumers’

preferences

to purchase

eggs for

in-home

meal preparation

during

the more

restrictive

phases

governmental

and

business

shutdowns

due

the

pandemic.

saw

this

consumer

preference

begin to shift

in the fourth quarter

of fiscal 2021

as consumers began

to resume out-of-home

dining and prepare

fewer

meals at home.

Specialty

egg

sales

increased

$21.8

million,

16.2%,

the

second

quarter

fiscal

2022

compared

the

second

quarter of

fiscal 2021,

primarily due

to a

15.7% increase

in the

volume of

specialty eggs

sold, of

which resulted

in a

$21.2

million increase

in net

sales. Our

specialty egg

sales in

the second

quarter of

fiscal 2022

versus the

prior-year

period benefitted from our acquisition of the remaining 50% membership

interest in Red River, which helped drive

our

cage-free

egg

retail

sales.

Our

cage-free

sales

also

benefitted

from

our

continued

investment

expanded

cage-free

Index

capabilities as additional

cage-free production

capacity came online

during the quarter.

Cage-free egg sales

comprised

24.0% of our total sales in second quarter fiscal 2022 and 23.8% of total sales fiscal year-to-date.

believe that

the demand

for specialty

eggs has increased

as consumers

have evolved

their preferences

to purchase

higher-priced

specialty

eggs for

at-home

meal preparation

and

as retailers

have

committed

to selling

more cage-free

products.

Twenty-six weeks – Fiscal 2022

vs. Fiscal 2021

For

the

twenty-six

weeks

ended

November

27,

2021,

conventional

egg

sales

increased

$48.7

million

13.6%

compared

the

same

period

fiscal

2021,

primarily

due

the

increase

price,

partially

offset

decrease

volume of conventional eggs

sold. Changes in price resulted in

a $66.3 million increase and

change in volume resulted

in a $21.2 million decrease in net sales, respectively.

believe prices

for conventional

eggs were

positively impacted

by a

decrease in

the conventional

production layer

hen

flock.

addition,

foodservice

demand

improved

compared

the

same

period

the

prior

year.

Lower

conventional

egg

prices

the prior

-year

period

were

primarily

due

conventional

eggs entering

the

retail

channel

from the foodservice channel due to the pandemic.

The decrease

in volume of

conventional eggs

sold was primarily

due to elevated

retail demand

during the

first half

fiscal

2021

due

consumers’

preferences

purchase

eggs for

in-home

meal

preparation

due

the

pandemic.

saw this

consumer preference

begin to

shift in

the fourth quarter

of fiscal

2021 as

consumers began

to resume

out-of-

home dining and prepare fewer meals at home.

Specialty egg

sales increased

$31.2 million,

or 11.8%,

for the

twenty-six weeks

ended November

27, 2021

compared

to the

same period

of fiscal

2021, primarily

due to

a 12.4%

increase in

the volume

of specialty

dozens sold,

partially

offset by a

decrease in specialty egg

prices. Changes in price

resulted in a $1.4

million decrease and

change in volume

resulted

$32.5

million

increase

net

sales,

respectively.

also

benefitted

from

our

additional

cage-free

production capacity.

Egg products net sales

Second Quarter – Fiscal 2022 vs. Fiscal 2021

Egg

products

net

sales increased

$1.5

million

14.8%

for

the

second

quarter

fiscal

2022

compared

the

same

period of fiscal

2021, primarily due

to a 14.5%

selling price increase,

which had a

$1.4 million positive

impact on net

sales.

Selling

prices

for

egg

products

the

second

quarter

fiscal

2021

were

negatively

impacted

decline

foodservice demand due to the pandemic.

Our egg products net average selling

price increased in the second quarter

fiscal 2022 compared

to the same period

in fiscal 2021

as foodservice channel

demand has begun

to shift more

to pre-

pandemic levels.

Twenty-six weeks – Fiscal 2022

vs. Fiscal 2021

Egg products

net sales

increased $4.1

million or

24.8%, primarily

due to

a 23.6%

selling price

increase compared

the first twenty-six weeks of fiscal 2021, which had a $4.0 million positive

impact on net sales.

Our egg products net average selling

price increased in the twenty-six

weeks end November 27, 2021, compared

to the

same

period

fiscal

2021

foodservice

channel

demand

has

begun

shift

towards

pre-pandemic

levels.

Selling

prices

for

egg

products

the

twenty-six

weeks

ended

November

28,

2020

were

negatively

impacted

decline in

foodservice demand

during the

more restrictive

phases of

governmental and

business shutdowns

due to

the

pandemic.

COST OF SALES

Costs

sales

for

the

second

quarter

fiscal

2022

were

$347.2

million

compared

$288.9

million

for

the

same

period

fiscal

2021.

For

the

twenty-six

weeks

ended

November

27,

2021

and

November

28,

2020,

total

cost

sales

were

$672.2

million and $564.9 million, respectively.

Cost of

sales consists

costs directly

to producing,

processing

and

packing

shell eggs,

purchases

shell

eggs from

outside producers, processing and packing of liquid

and frozen egg products and other non-egg costs. Farm

production costs are

those costs

incurred at

the egg production

facility,

including feed,

facility,

hen amortization,

and other

related farm

production

costs.

Index

The following table presents the key variables affecting our cost of

sales (in thousands, except cost per dozen data):

Thirteen Weeks

Ended

Twenty-six Weeks

Ended

November 27,

2021

November 28,

2020

% Change

November 27,

2021

November 28,

2020

% Change

Cost of Sales:

Farm production

221,971

179,131

23.9

429,466

340,994

25.9

Processing, packaging, and

warehouse

69,474

63,505

9.4

134,533

123,374

9.0

Egg purchases and other (including

change in inventory)

46,039

37,625

22.4

90,730

86,558

4.8

Total shell eggs

337,484

280,261

20.4

654,729

550,926

18.8

Egg products

9,672

8,616

12.3

17,486

13,968

25.2

Total

347,156

288,877

20.2

672,215

564,894

19.0

Farm production costs (per dozen

produced)

Feed

0.529

0.410

29.0

0.537

0.399

34.6

Other

0.349

0.312

11.9

0.351

0.320

9.7

Total

0.878

0.722

21.6

0.888

0.719

23.5

Outside egg purchases (average

cost per dozen)

1.56

1.24

25.8

1.45

1.13

28.3

Dozens produced

256,786

251,914

1.9

493,244

483,075

2.1

Percent produced to sold

93.0%

92.1%

1.0

92.1%

89.9%

2.4

Farm Production

Second Quarter – Fiscal 2022 vs. Fiscal 2021

Feed costs per dozen

produced increased 29.0% in

the second quarter of fiscal

2022 compared to the

second quarter of

fiscal 2021.

This increase was

primarily due

to increased prices

for corn,

our primary feed

ingredient. Feed

ingredient

costs started trending

higher midway

through the

second quarter

of fiscal 2021

and have remained

elevated compared

to historical costs. Though these feed costs began trending

higher in fiscal 2021, we initially benefitted from

filling our

storage

bins

harvest

and

locking

the

basis

portion

our

grain

purchases

several

months

advance,

which

reduced our

feed costs

in fiscal

2021. As

feed costs

have remained

elevated entering

into our

second quarter

of fiscal

2022, we

did not

experience the

same benefits,

which increased

our feed

costs compared

to the

same period

of fiscal

2021.

Other

farm

production

costs increased

due

to higher

flock amortization

primarily

from an

increase

our

cage-free

production, which

has higher capitalized

costs. Also, our

higher feed

costs, which began

to rise in

our third

quarter of

fiscal 2021, are capitalized in our flocks during pullet production and

increased our amortization expense.

We had higher

facility expense as more cage-free facilities came into production.

Twenty-six weeks – Fiscal 2022

vs. Fiscal 2021

Feed costs

per dozen

produced increased

34.6% in

the twenty-six

weeks ended

November 27,

2021 compared

to the

same period

of fiscal

2021, primarily

due to

higher feed

ingredient prices

resulting from

increased export

demand, as

well

weather-related

shortfalls

production

and

yields,

which

have

placed

additional

pressure

domestic

supplies.

Other

farm

production

costs increased

due

to higher

flock amortization,

primarily

from an

increase

our

cage-free

production,

which

has

higher

capitalized

costs.

Also,

higher

feed

costs,

which

began

rise

our

third

quarter

fiscal 2021, are capitalized in our flocks during pullet production and

increased our amortization expense.

We had higher

facility expense as more cage-free facilities came into production.

Index

Processing, packaging, and warehouse

Second Quarter – Fiscal 2022 vs. Fiscal 2021

Cost of packaging

materials increased

5.3% compared

to the second

quarter of fiscal

2021 as supply

chain constraints

caused by the pandemic increased costs for packaging products and manufacturer

implemented pandemic surcharges.

Labor costs

increased 18.4%

due to

wage increases

in response

to labor

shortages, primarily

due to

the pandemic

and

its effects.

Twenty-six weeks – Fiscal 2022

vs. Fiscal 2021

Cost of

packaging

materials increased

7.0%

compared

to the

twenty-six

weeks ended

November 27,

2021 as

supply

chain

constraints

caused

the

pandemic

increased

costs

for

packaging

products

and

manufacturers

implemented

pandemic surcharges.

Labor costs

increased 14.8%

due to

wage increases

in response

to labor

shortages, primarily

due to

the pandemic

and

its effects.

Egg purchases and other (including change in inventory)

Second Quarter – Fiscal 2022 vs. Fiscal 2021

Costs

this category

increased

primarily

due

higher

egg

prices,

offset

slightly

the

decrease

the

volume

outside egg purchases, as our percentage of produced to sold increased

to 93.0%.

Twenty-six weeks – Fiscal 2022

vs. Fiscal 2021

Costs

this category

increased

primarily

due

higher

egg

prices,

offset

slightly

the

decrease

the

volume

outside egg purchases, as our percentage of produced to sold increased

to 92.1%.

Looking

forward

throughout

the

rest

fiscal

2022,

corn

and

soybean

supplies

remained

tight

relative

demand,

primarily

lower

carry-out

stock.

expect

market

prices

remain

volatile

given

the

ongoing

disruptions

the

COVID-19 global pandemic, weather fluctuations and geopolitical

issues.

GROSS PROFIT

Gross

profit

for

the second

quarter

of fiscal

2022 was

$43.7

million

compared

to $58.5

million

for

the same

period of

fiscal

2021.

The decrease of $14.7 million was primarily due to the increased cost of feed

ingredients and processing costs.

Gross

profit

for

the

twenty-six

weeks

ended

November

27,

2021

was

$50.4

million

compared

$75.2

million

for

the

same

period of fiscal

2021. The decrease

of $24.8 million

was primarily due

to the increased

cost of feed

ingredients and

processing

costs.

SELLING, GENERAL, AND ADMINISTRATIVE

EXPENSES

Selling,

general,

and

administrative

expenses

("SGA")

include

costs

marketing,

distribution,

accounting,

and

corporate

overhead. The following table presents an analysis of our SGA expenses (in

thousands):

Thirteen Weeks

Ended

November 27, 2021

November 28, 2020

$ Change

% Change

Specialty egg expense

14,262

14,039

223

1.6

Delivery expense

14,395

13,052

1,343

10.3

Payroll, taxes and benefits

11,303

10,030

1,273

12.7

Stock compensation expense

975

931

4.7

Other expenses

6,845

5,821

1,024

17.6

Total

47,780

43,873

3,907

8.9

Second Quarter – Fiscal 2022 vs. Fiscal 2021

Specialty egg expense

Advertising and

franchise fees

increased in

the second

quarter of

fiscal 2022

compared to

the second

quarter of

fiscal

2021,

due to increased

advertising expense.

Index

Delivery expense

The increased

delivery expense

is primarily

due to

the increase

in fuel

and labor

costs for

both our

fleet and

contract

trucking.

Payroll, taxes and benefits expense

The increase in payroll, taxes and benefits is primarily due to an increase

in employee health insurance costs.

Other expenses

The

increase

other

expenses

primarily

due

increased

premiums

for

property

and

casualty

insurance

due

insurance market conditions.

Twenty-six Weeks

Ended

November 27, 2021

November 28, 2020

$ Change

% Change

Specialty egg expense

27,977

26,736

1,241

4.6

Delivery expense

28,331

25,546

2,785

10.9

Payroll, taxes and benefits

21,242

21,331

(89)

(0.4)

Stock compensation expense

1,976

1,824

152

8.3

Other expenses

14,779

12,401

2,378

19.2

Total

94,305

87,838

6,467

7.4

Twenty-six weeks –

Fiscal 2022 vs. Fiscal 2021

Specialty egg expense

Advertising

and

franchise

fees

increased

the

twenty-six

weeks

ended

November

27,

2021

compared

the

same

period of fiscal 2021 due to increased

advertising expense.

Delivery expense

The increased

delivery expense

is primarily

due to

the increase

in fuel

and labor

costs for

both our

fleet and

contract

trucking.

Other expenses

The increase

in other expenses

is primarily due

to property losses

incurred that

were not covered

by insurance

as well

as increased premiums for property and casualty insurance market

conditions.

OPERATING

INCOME (LOSS)

For

the

second

quarter

of fiscal

2022,

recorded

an operating

loss of

$2.1 million

compared

to operating

income of

$14.5

million for the same period of fiscal 2021.

For the twenty-six

weeks ended

November 27,

2021, we recorded

an operating loss

of $41.7

million compared

to an operating

loss of $12.7 million for the same period of fiscal 2021.

OTHER INCOME (EXPENSE)

Total

other

income

(expense)

consists

items

not

directly

charged

operations,

such

interest

income

and

expense, royalty income, equity income or loss of unconsolidated

entities, and patronage income, among other items.

For

the

second

quarter

of fiscal

2022,

earned

$207 thousand

of interest

income

compared

to $727

thousand

for

the same

period

fiscal

2021.

The

decrease

resulted

from

significantly

lower

investment

balances.

The

Company

recorded

interest

expense

$78

thousand

and

$64

thousand

for

the

second

quarters

ended

November

27,

2021

and

November

28,

2020,

respectively.

For the twenty-six

weeks ended November 27,

2021, we earned $497

thousand of interest income

compared to $1.7 million

for

the

same

period

fiscal

2021.

The

decrease

resulted

from

significantly

lower

investment

balances.

The

Company

recorded

interest expense

of $136

thousand and

$135 thousand

for the

twenty-six weeks

ended November

27, 2021

and November

28,

2020, respectively.

Index

For the second quarter of fiscal 2022, equity

income of unconsolidated entities was $264 thousand

compared to $58 thousand in

the prior-year period.

For the twenty-six

weeks ended November

27, 2021, equity

income of unconsolidated

entities was $399

thousand compared

$14 thousand in the prior-year period.

Other, net

for the second quarter

ended November 27, 2021,

was income of $1.9

million compared to income

of $436 thousand

for

the same

period of

fiscal 2021,

which is

primarily

due to

a $1.4

million payment

related to

review

and adjustment

of our

various marketing agreements.

Other,

net

for

the

twenty-six

weeks

ended

November

27,

2021,

was

income

$7.0

million

compared

income

$948

thousand

for

the

same

period

fiscal

2021.

The

majority

the

increase

due

our

acquisition

the

remaining

50%

membership

interest

Red

River

recognized

$4.5

million

gain

due

the

remeasurement

our

equity

investment,

along with the $1.4 million payment related to review and adjustment of our

various marketing agreements.

INCOME TAXES

As of November 27, 2021, we remain under

audit by the Internal Revenue Service (IRS) for the fiscal years

2013 through 2015.

The IRS

has proposed

adjustments related

to the

Company’s

research and

development credits

claimed during

the years

under

audit. Management is continuing to evaluate those proposed adjustments

and does not anticipate the adjustments would result in

material

change

its

consolidated

financial

statements.

Using

the

facts,

circumstances

and

information

known

the

reporting date, the Company believes

it is reasonably possible an

adjustment to the previously recognized

tax benefits related to

the research

and development

credits is

necessary.

As such,

we recorded

a tax

benefit of

approximately $520

thousand during

the second quarter of fiscal 2022.

For

the

second

quarter

fiscal

2022,

pre-tax

income

was

$468

thousand

compared

$15.9

million

for

the

same

period

fiscal

2021.

recorded

income

tax

benefit

$677

thousand

for

the

second

quarter

fiscal

2022,

which

includes

the

discrete tax

benefit described

above. Excluding

the discrete

tax benefit,

income tax

benefit was

$157 thousand

for the

second

quarter

of fiscal

2022

with an

adjusted

effective

tax rate

33.5%.

Income

tax expense

was $3.8

million

for

the comparable

period of fiscal 2021, which reflects an effective tax rate of 23.6%.

For

the

twenty-six

weeks

ended

November

27,

2021,

pre-tax

loss

was

$33.4

million

compared

$9.6

million

for

the

same

period

fiscal

2021.

recorded

income

tax

benefit

$16.5

million,

which

includes

the

discrete

tax

benefit

$8.3

million

as discussed

in Note

2 –

Acquisitions

of the

Notes to

Condensed Consolidated

Financial

Statements in

this Quarterly

Report.

Excluding

the discrete

tax

benefit,

income

tax benefit

was $8.2

million

with

an adjusted

effective

tax rate

of 24.6%,

compared to $2.4 million for the comparable period of fiscal 2021,

which reflects an effective tax rate of 24.6%.

At November

27, 2021

and May

29, 2021,

trade and

other receivables

included income

taxes receivables

of $42.8

million and

$42.5 million, respectively.

Our effective tax

rate differs from

the federal statutory income

tax rate due to

state income taxes, certain

federal tax credits and

certain

items

included

income

for

financial

reporting

purposes

that

are

not

included

taxable

income

for

income

tax

purposes,

including

tax

exempt

interest

income,

certain

nondeductible

expenses

and

net

income

loss

attributable

our

noncontrolling interest.

NET LOSS

Net income for

the second quarter ended

November 27, 2021, was

$1.2 million, or $0.02

per basic and diluted

share, compared

to net income of $12.2 million or $0.25 per basic and diluted share for the same

period of fiscal 2021.

Net loss for the twenty-six

weeks ended November 27, 2021, was

$16.9 million, or $0.34 per

basic and diluted share, compared

to net loss of $7.2 million or $0.15 per basic and diluted share for the same period of fiscal 2021.

CAPITAL RESOURCES

AND LIQUIDITY

Our working

capital at

November 27,

2021 was $364.7

million, compared

to $429.8

million at

May 29,

2021. The

calculation

working

capital

defined

current

assets

less

current

liabilities.

Our

current

ratio

was

4.13

November

27,

2021,

compared with 5.77 at May 29, 2021.

Index

had

no long

-term

debt

outstanding

November

27,

2021

or May

29,

2021.

On November

15, 2021,

entered

into an

Amended and Restated

Credit Agreement (the

“Credit Agreement”) with

a five-year term.

The Credit Agreement

amended and

restated

the

Company’s

previously

existing

credit

agreement

dated

July

10,

2018.

The

Credit

Agreement

provides

for

increased senior

secured revolving

credit facility

(the “Credit Facility”),

in an

initial aggregate

principal amount

of up

to $250

million. As

of November

27, 2021,

no amounts

were borrowed

under the

Credit Facility.

have $4.1

million in

outstanding

standby

letters

credit,

issued

under

our

Credit

Facility

for

the

benefit

certain

insurance

companies.

For

additional

information,

see

Note

–

Credit

Facility

the

Notes

Condensed

Consolidated

Financial

Statements

included

this

Quarterly Report.

For the

twenty-six

weeks ended

November

27,

2021, $15.5

million

in net

cash was

used

in operating

activities, compared

$10.7 million

used in

operating activities

for the

comparable period

in fiscal

2021.

This is

primarily due

to the

increased costs

of feed ingredients compared to the prior-year period.

continue

to invest

in our

facilities,

with

$28.6

million used

to purchase

property,

plant and

equipment

for

the

twenty-six

weeks ended November 27,

2021, compared to $52.4 million

in the same period of fiscal

2021.

We also

acquired the remaining

50%

membership

interest

Red

River

during

our

first

quarter

fiscal

2022

for

$48.5

million.

Sales

and

maturities

investment

securities, net

of purchases,

were $41.5

million for

the twenty-six

weeks ended

November 27,

2021, compared

$29.4

million

for

the

comparable

period

fiscal

2021.

received

$400

thousand

distributions

from

unconsolidated

entity in the first two quarters of fiscal 2022 compared to $2.70 million for

the same period fiscal of 2021.

As of

November 27,

2021, cash

decreased $41.9

million since

May 29,

2021, compared

to a

decrease of

$30.8 million

during

the same period of fiscal 2021.

continue

to monitor

the increasing

demand for

cage-free eggs

and to

engage with

our customers

in an

effort

to achieve

smooth transition to

meet their announced

commitment timeline for

cage-free egg sales.

have invested approximately

$488

million in facilities, equipment

and related operations to

expand our cage-free production

starting with our first facility

in 2008.

During

October

2021,

announced

new

$23.0

million

capital

project

expand

our

cage-free

egg

production

our

Okeechobee,

Florida,

production

facility,

and

new

planned

$18.5

million

strategic

investment

that

will

specialize

high

value

commercial

product

solutions

targeting

specific

needs

the

food

industry.

See

“

Executive Overview

”

for

additional

information. The following table presents material construction

projects approved as of November 27, 2021 (in thousands):

Project(s) Type

Projected

Completion

Projected Cost

Spent as of

November 27, 2021

Remaining

Projected Cost

Cage-Free Layer & Pullet Houses/Processing

Facility

Fiscal 2022

132,443

104,477

27,966

Cage-Free Layer & Pullet Houses

Fiscal 2023

23,771

23,760

156,214

104,488

51,726

We believe our

current cash balances, investments, cash flows from operations, and Credit Facility will be sufficient

to fund our

current capital needs.

RECENTLY

ISSUED/ADOPTED ACCOUNTING STANDARDS

For

information

changes

accounting

principles

and

new

accounting

policies,

see

Note 1 - Summary of Significant

Accounting Policies

of the Notes to Condensed Consolidated Financial Statements included in this Quarterly

Report.

CRITICAL ACCOUNTING ESTIMATES

Critical accounting

estimates

are those

estimates

made

in accordance

with U.S.

generally

accepted

accounting

principles that

involve

significant

level

estimation

uncertainty

and

have

had

are

reasonably

likely

have

material

impact

our

financial

condition

or results

of operations.

There

have been

no changes

to our

critical accounting

estimates identified

in our

2021 Annual Report.

Index

ITEM 3. QUANTITATIVE

AND QUALITATIVE

DISCLOSURES ABOUT MARKET RISK

There have been no material changes in our exposure to market risk during the

twenty-six weeks ended November 27, 2021

from the information provided in Item 7A. Quantitative and Qualitative

Disclosures About Market Risk in our 2021 Annual

Report.

ITEM 4.

CONTROLS

AND

PROCEDURES

Disclosure Controls and Procedures

Our disclosure

controls and

procedures are

designed to

provide reasonable

assurance that

information required

to be

disclosed

by us in the reports

we file or submit

under the Exchange Act

is recorded, processed, summarized

and reported, within the

time

periods

specified

the

Securities and

Exchange

Commission’s

rules

and

forms. Disclosure

controls

and

procedures

include,

without limitation, controls and

procedures designed to ensure that

information required to be disclosed

by us in the reports that

we file or

submit under the

Exchange Act is accumulated

and communicated to

management, including our

principal executive

and

principal

financial

officers,

persons

performing

similar

functions,

appropriate

allow

timely

decisions

regarding

required disclosure. Based on an evaluation of our disclosure

controls and procedures conducted by our Chief Executive Officer

and

Chief

Financial

Officer,

together

with

other

financial

officers,

such

officers

concluded

that

our

disclosure

controls

and

procedures were effective as of November 27, 2021 at the reasonable

assurance level.

Changes in Internal Control Over Financial Reporting

There was no change

in our internal control

over financial reporting

that occurred during the

quarter ended November

27, 2021

that has materially affected, or is reasonably likely to materially affect,

our internal control over financial reporting.

PART

II. OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

Refer

the

discussion

certain

legal

proceedings

involving

the

Company

and/or

its

subsidiaries

(i)

our

2021

Annual

Report,

Part I

Item 3:

Legal Proceedings,

and

Part II

Item 8,

Notes to

Consolidated

Financial

Statements and

Supplementary

Data, Note 18: Commitments

and Contingencies, and

(ii) in this Quarterly

Report in

Note 13

: Commitments and Contingencies

of the Notes to Condensed Consolidated Financial Statements, which discussions are incorporated

herein by reference.

ITEM 1A.

RISK

FACTORS

There have been no material changes in the risk factors previously disclosed in the

Company’s 2021 Annual

Report.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF

PROCEEDS

There were

no purchases

of our

Common Stock

made by

or on

behalf of

our Company

or any

affiliated

purchaser during

the

second quarter of fiscal 2022.

Index

ITEM 6. EXHIBITS

Exhibits

No.

Description

3.1

Second Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to

Exhibit 3.1 in the Registrant’s Form 8-K, filed July 20, 2018)

3.2

Composite Bylaws of the Company (incorporated by reference to Exhibit 3.2 in the Registrant’s Form 10-Q

for the quarter ended March 2, 2013, filed April 5, 2013)

10.1

Credit Agreement, dated November 15, 2021, among Cal-Maine Foods, Inc., the Guarantors, BMO Harris

Bank N.A., as Administrative Agent, and the Lenders (incorporated by reference to Exhibit 10.1 in the

Registrant’s Form 8-K, filed November 19, 2021)

10.2

Deferred Compensation Plan, dated November 15, 2021 (incorporated by reference to Exhibit 10.2 in the

Registrant’s Form 8-K, filed November 19, 2021)

31.1*

Rule 13a-14(a) Certification of the Chief Executive Officer

31.2*

Rule 13a-14(a) Certification of the Chief Financial Officer

32**

Section 1350 Certification of the Chief Executive Officer and the Chief Financial Officer

101.SCH*+

Inline XBRL Taxonomy

Extension Schema Document

101.CAL*+

Inline XBRL Taxonomy

Extension Calculation Linkbase Document

101.DEF*+

Inline XBRL Taxonomy

Extension Definition Linkbase Document

101.LAB*+

Inline XBRL Taxonomy

Extension Label Linkbase Document

101.PRE*+

Inline XBRL Taxonomy

Extension Presentation Linkbase Document

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained

in Exhibit 101)

Filed herewith as an Exhibit.

Furnished herewith as an Exhibit.

Submitted electronically with this Quarterly Report.

SIGNATURES

Pursuant to

the requirements

of the Securities

Exchange Act

of 1934,

the registrant has

duly caused

this report

to be signed

its behalf by the undersigned, thereunto duly authorized.

CAL-MAINE FOODS, INC.

(Registrant)

Date:

December 28, 2021

/s/ Max P.

Bowman

Max P.

Bowman

Vice President, Chief Financial

Officer

(Principal Financial Officer)

Date:

December 28, 2021

/s/ Matthew S. Glover

Matthew S. Glover

Vice President – Accounting

(Principal Accounting Officer)