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CAL-MAINE FOODS INC (CALM) FY 2023 MD&A

Verbatim Item 7 Management's Discussion and Analysis from CAL-MAINE FOODS INC's 10-K for fiscal year 2023. Filing date: 2023-07-25. Report date: 2023-06-03. Accession: 0001562762-23-000287.

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

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

Company profile: CALM · All MD&A years: index · Previous year: FY 2022 · Next year: FY 2024

OVERVIEW

Cal-Maine Foods, Inc. is primarily engaged in the production, grading, packaging, marketing and distribution of

fresh shell eggs.

Our

fiscal

year

end

is

the

Saturday

closest

to

May 31.

The

fiscal

year

2023

and

2022

included

53

weeks

and

52

weeks,

respectively.

The Company,

which

is headquartered

in Ridgeland,

Mississippi, is

the largest

producer and

distributor

of fresh

shell eggs in the United States

(“U.S”). In fiscal 2023, we sold approximately 1,147.4 million dozen shell

eggs, which we believe

represented

approximately

21% of

domestic shell

egg consumptio

n. Our

total flock

as of

June 3,

2023

of approximately

41.2

million layers and 10.8 million pullets and breeders is the largest in the

U.S. We sell most of

our shell eggs to a diverse group of

customers, including

national and

regional grocery

store chains,

club stores,

companies servicing

independent supermarkets

in

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.

The Company has one reportable

operating segment, which is the production,

grading, packaging, marketing and distribution

of

shell eggs. Many of our customers rely on us to provide most of their shell egg needs, including specialty and conventional eggs.

Specialty

eggs

represent

a

broad

range

of

products. We

classify

cage-free,

organic,

brown,

free-range,

pasture-raised

and

nutritionally enhanced

as specialty eggs for

accounting and reporting

purposes. We

classify all other

shell eggs as conventional

eggs.

While

we

report

separate

sales

information

for

these

types

of

eggs,

there

are

a

number

of

cost

factors

which

are

not

specifically

available

for

conventional

or

specialty

eggs due

to

the

nature

of egg

production.

We

manage

our

operations

and

allocate resources to these

types of eggs on a consolidated

basis based on the demands

of our customers. For further

description

of our business, refer to

Part I. Item I. Business

.

HPAI

Since the first detection in

a U.S. commercial flock in

February 2022, outbreaks of highly

pathogenic avian influenza

(“HPAI”)

continued

to occur

in U.S.

poultry flocks

throughout calendar

year 2022

and, less

frequently,

in calendar

year 2023,

which is

more than twice the length of time

of the last HPAI outbreak in 2014-2015. HPAI affected more than 58 million birds in 47 states

and

resulted

in

the

depopulation

of

43.3

million

commercial

layer

hens

and

1.0

million

pullets

leading

to

higher

prices

for

conventional

shell eggs

beginning in

the fourth

quarter of

fiscal 2022

and continuing

through the

third quarter

of fiscal

2023.

Though the virus is still present, due to seasonal migratory patterns of wild birds (which serve as carriers for the disease) the rate

of outbreaks has substantially

decreased and the last

occurrence in a commercial

egg laying flock was in

December 2022.

The

USDA

attributes

this,

in

large

part,

to

improved

biosecurity

measures

by

the

commercial

poultry

industry.

The

industry

and

USDA have devoted

significant resources to

attempt to prevent

future outbreaks. With

the spring wild

bird migration complete

in the U.S., focus is on the fall migration season.

We

believe the

HPAI

outbreak will

continue to

impact the overall

supply of

eggs until the

layer hen

flock is

fully replenished.

The egg industry typically experiences lower sales during the

summer. The layer hen flock five-year average from 2020-2022 for

the month of June is 321.5 million hens. According to the USDA the U.S.

flock consisted of 317.4 million layers producing table

or

market

type

eggs as

of

July

1,

2023,

which

is 0.9%

below

the

five-year

average

and

reflects

efforts

by

U.S.

producers

to

repopulate their flocks. As the layer flock began to recover in the fourth quarter of fiscal 2023, prices for conventional shell eggs

decreased

from

previous

highs.

There

have

been

no

positive

tests

for

HPAI

at

any

Cal-Maine

Foods’

owned

or

contracted

production facility as of July

25, 2023. While no farm

is immune from HPAI,

we believe we have implemented

and continue to

maintain robust biosecurity programs across our locations. We

are also working closely with federal, state and local government

officials

and focused

industry groups

to mitigate

the risk

of this

and future

outbreaks and

effectively

manage our

response, if

needed.

24

Executive Overview of Results – Fiscal Years

Ended June 3, 2023, May 28, 2022 and May 29, 2021

Fiscal Years

Ended

June 3, 2023

May 28, 2022

May 29, 2021

Net sales (in thousands)

$

3,146,217

$

1,777,159

$

1,348,987

Gross profit (in thousands)

$

1,196,457

$

337,059

$

160,661

Net income attributable to Cal-Maine Foods, Inc.

$

758,024

$

132,650

$

2,060

Net income per share attributable to Cal-Maine Foods, Inc.

Basic

$

15.58

$

2.73

$

0.04

Diluted

$

15.52

$

2.72

$

0.04

Net average shell egg price

(a)

$

2.622

$

1.579

$

1.217

Average UB Southeast

Region - Shell Eggs - White Large

$

3.115

$

1.712

$

1.155

Feed costs per dozen produced

$

0.676

$

0.571

$

0.446

(a) The net average

shell egg selling price

is the blended price

for all sizes and

grades of shell eggs,

including non-graded

shell egg sales, breaking stock and undergrades.

For fiscal

2022, net

sales increased

to $1.8

billion, gross

profit to

$337.1 million

and net income

to $132.7

million from

fiscal

2021 net sales of

$1.3 billion, gross profit

of $160.7 million and

net income of $2.1

million. The increases resulted primarily

from

higher selling prices for

conventional eggs as well as an

increased volume of specialty

eggs sold, partially offset

by a decline in

the

volume

of

conventional

eggs

sold.

Gross

profit

and

net

income

increases

were

partially

offset

by

increased

cost

of

feed

ingredients and increased processing

costs. Consumer demand maintained

a steady growth throughout our

first three quarters of

fiscal

2021

but

began

trending

down

during

our

fourth

quarter

of

fiscal

2021

as

consumers

started

to

resume

pre-pandemic

activities.

We

believe

the

decreased

demand

in

foodservice

seen

throughout

the

first

three

quarters

of

fiscal

2021

due

to

the

pandemic contributed to the depressed price of shell

eggs for fiscal 2021 in the retail market due to the extra

supply entering the

retail channel from the foodservice channel.

For

fiscal

2022,

we

believe

prices

for

conventional

eggs

were

positively

impacted

by

a

better

alignment

of

the

size

of

the

conventional

production

layer

hen

flock

and

customer

and

consumer

demand

through

the

first

three

fiscal

quarters

of

2022.

Conventional egg

prices further

increased in

the fourth

quarter of

fiscal 2022

primarily due

to decreased

supply caused

by the

HPAI

outbreak

compounded

with

good

customer

demand.

Throughout

fiscal

2022

the

hen

numbers

reported

by

the

USDA

remained below the five-year average.

For fiscal

2023, net

sales increased

to $3.1

billion, gross

profit to

$1.2 billion

and net

income to

$758.0 million.

The increases

primarily resulted

from significantly

higher average

egg selling

prices, primarily

due to

the reduction

in egg

supply caused

by

HPAI

and

higher

grain

and

other

input

costs,

as

some

of

our

egg

sales

prices

are

based

on

formulas

related

to

our

costs

of

production. Gross

profit and

net income

increases were

partially offset

by the

increased cost

of feed

ingredients and

increased

processing, packaging

and warehouse costs.

The impact of

HPAI

continued throughout

the first three

quarters of fiscal

2023 as

prices continued to increase. For the

first three quarters of fiscal

2023, the average UB southeastern large index

price was 138.8%

higher

than

the

average

price

of

the

first

three

quarters

in

fiscal

2022.

For

the

fourth

quarter

of

fiscal

2023

the

average

UB

southeastern large index price decreased 13.8% to $2.163

from the same period in the

prior year as the egg supply

improved from

the effects

of HPAI.

Conventional egg

selling prices

declined significantly

during the

latter part

of the

fourth quarter

of fiscal

2023.

Our dozens sold

increased by 5.9%

for fiscal 2023

compared to fiscal

2022, primarily due

to an increase

in specialty egg

sales.

According to

Information Resources,

Inc. (“IRI”),

for the

52 weeks

ended June

4, 2023,

which approximately

aligns with

our

fiscal year 2023, conventional egg dozens sold in the U.S. at multi-retail outlets decreased 9.3%, while specialty egg dozens sold

increased 9.9%

versus the

prior-year comparable

period. Our

conventional eggs

dozens sold

increased 0.2%

and specialty

egg

dozens sold increased 18.6% as compared to fiscal 2022, with most of the increase

due to an increase in cage-free eggs sold.

Our feed costs

per dozen produced

increased to $0.676

in fiscal 2023,

compared to $0.571

in fiscal 2022.

For fiscal year

2023,

the average Chicago

Board of Trade

(“CBOT”) daily market

price was $6.57

per bushel for

corn and $450

per ton for

soybean

meal,

representing

increases

of

4.1%

and

14.7%,

respectively,

compared

to

the

daily

average

CBOT

prices

for

fiscal

2022.

Supplies

of corn and soybean meal remained tight

relative to demand in throughout fiscal 2023,

as evidenced by a low stock-to-

use ratio

for corn,

as a

result of

weather-related

shortfalls in

production

and yields,

ongoing supply

chain disruptions

and

the

Russia-Ukraine War

and its

impact on

the export

markets. Basis

levels for

corn and

soybean meal,

which impact

our costs for

25

these feed ingredients, ran significantly higher in fiscal 2023 in our areas of operation compared to our prior year fiscal year as a

result of higher transportation and storage costs, adding to our expense.

RESULTS

OF OPERATIONS

The following table sets forth, for the

fiscal years indicated, certain items from our Consolidated

Statements of Income expressed

as a percentage of net sales.

Fiscal Year

Ended

June 3, 2023

May 28, 2022

Net sales

100.0

%

100.0

%

Cost of sales

62.0

%

81.0

%

Gross profit

38.0

%

19.0

%

Selling, general and administrative

7.4

%

11.2

%

Gain on insurance recoveries

(0.1)

%

(0.3)

%

(Gain) loss on disposal of fixed assets

%

%

Operating income

30.7

%

8.1

%

Total other income

1.0

%

1.3

%

Income before income taxes

31.7

%

9.4

%

Income tax expense

7.7

%

1.9

%

Net income

24.0

%

7.5

%

Less:

Net loss attributable to noncontrolling interest

%

%

Net income attributable to Cal-Maine Foods, Inc.

24.0

%

7.5

%

26

Fiscal Year

Ended June 3, 2023 Compared to Fiscal Year

Ended May 28, 2022

NET SALES

Total net sales for fiscal

2023

were $3.1 billion compared to $1.8 billion for fiscal 2022.

Net shell egg sales represented 96.1% and 96.6% of total net

sales for the fiscal year 2023

and 2022, respectively. Shell egg sales

classified as “Other” represent sales of miscellaneous byproducts and resale products included with our shell

egg operations. The

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

sales (in thousands, except percentage data):

June 03, 2023

May 28, 2022

Total net sales

$

3,146,217

$

1,777,159

Conventional

$

2,051,961

67.9

%

$

1,061,995

61.8

%

Specialty

956,993

31.6

%

648,838

37.8

%

Egg sales, net

3,008,954

99.5

%

1,710,833

99.6

%

Other

14,993

0.5

%

6,322

0.4

%

Net shell egg sales

$

3,023,947

100.0

%

$

1,717,155

100.0

%

Dozens sold:

Conventional

749,076

65.3

%

747,914

69.0

%

Specialty

398,297

34.7

%

335,875

31.0

%

Total dozens sold

1,147,373

100.0

%

1,083,789

100.0

%

Net average selling price per dozen:

Conventional

$

2.739

$

1.420

Specialty

$

2.403

$

1.932

All shell eggs

$

2.622

$

1.579

Egg products sales:

Egg products net sales

$

122,270

$

60,004

Pounds sold

70,035

63,968

Net average selling price per pound

$

1.746

$

0.938

Shell egg net sales

-

For

fiscal

2023,

shell

egg

net

sales

increased

$1.3

billion,

primarily

due

to

higher

net

average

selling

prices

for

conventional eggs, and to a lesser extent specialty eggs.

-

For fiscal 202

3, conventional

egg sales increased

$990.0 million,

or 93.2%, compared

to fiscal 2022,

primarily due

to

the increase in

conventional egg

prices. Changes

in price resulted

in a $988.0

million increase and

changes

in volume

resulted in a $1.7 million increase in net sales.

-

Conventional egg prices increased in the first three quarters

of fiscal 2023 primarily due to decreased supply

caused by

the HPAI outbreak, discussed above. Conventional egg prices decreased

substantially in the fourth

quarter of fiscal 2023

compared to average

fiscal 2023 levels, due

to an increased supply

of conventional eggs

caused by the repopulating

of

layer

flocks

in

response

to

the

impact

of

HPAI

and

typical

seasonal

decreases

in

demand.

Conventional

egg

prices

exceeded

specialty

egg

prices

during

fiscal

2022

and

for

the

first

three

quarters

of

fiscal

2023,

which

is

atypical

historically. Conventional

egg prices generally respond more quickly to market conditions because we sell the majority

of

our

conventional

shell

eggs

based

on

formulas

that

adjust

periodically

and

take

into

account,

in

varying

ways,

independently quoted regional wholesale market prices for shell

eggs or formulas related to our

costs of production. The

majority of our specialty eggs are typically sold at prices and terms negotiated

directly with customers and therefore do

not fluctuate as much as conventional pricing.

-

Specialty egg sales

increased $308.2 million, or

47.5%, for fiscal

2023

compared to fiscal

2022, primarily due

to a 24.4%

increase in specialty egg

prices and a 18.6% increase

in the volume of

specialty dozens sold. Changes

in price resulted

in a $187.6

million increase and

change in volume

resulted in a

$120.6 million increase

in net sales,

respectively.

Our

27

specialty egg sales also benefitted from our additional

cage-free production capacity.

Cage-free revenue for fiscal 2023

was 20.2% of total revenue, compared to 22.3% for fiscal 2022.

-

Net average selling

prices of specialty eggs

increased by agreements with

our customers in response

to rising feed and

other input costs as well as lower supply availability due to HPAI.

-

Demand for specialty

eggs increased during

the first three

quarters of fiscal

2023 as conventional

egg prices rose.

Our

sales volume benefited versus the prior-year period, through use of

our higher cage-free production capacity.

Egg products net sales

-

Egg products net sales increased $62.3 million or 103.8%, primarily due to an 86.1% selling price increase compared to

fiscal 2022, which had a $56.6 million positive impact on net sales.

-

Our egg products net average selling

price increased in fiscal 2023, compared

to fiscal 2022 as the supply of shell

eggs

used to produce egg products decreased due to the HPAI

outbreak that started in February 2022.

COST OF SALES

Cost of sales for fiscal 2023

were $1.9 billion compared to $1.4 billion for fiscal 2022.

Cost of

sales consists

of

costs directly

related

to producing,

processing

and

packing

shell eggs,

purchases

of

shell

eggs from

outside sources,

processing and

packing of

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.

The following table presents the key variables affecting our cost of

sales (in thousands,

except cost per dozen data):

Fiscal Year

Ended

June 03, 2023

May 28, 2022

% Change

Cost of Sales:

Farm production

$

1,118,741

$

927,806

20.6

%

Processing, packaging, and warehouse

342,836

289,056

18.6

Egg purchases and other (including change in inventory)

379,777

172,034

120.8

Total shell eggs

1,841,354

1,388,896

32.6

Egg products

108,406

51,204

111.7

Total

$

1,949,760

$

1,440,100

35.4

%

Farm production costs (per dozen produced)

Feed

$

0.676

$

0.571

18.4

%

Other

$

0.396

$

0.352

12.5

%

Total

$

1.072

$

0.923

16.1

%

Outside egg purchases (average cost per dozen)

$

3.02

$

1.72

75.6

%

Dozens produced

1,058,540

1,022,327

3.5

%

Percent produced to sold

92.3%

94.3%

(2.1)

%

Farm Production

-

Feed costs

per dozen

produced increased

18.4% in

fiscal 2023

compared to

fiscal 2022,

primarily due

to higher

feed

ingredient prices. Basis levels for corn and soybean meal

ran significantly higher in our areas of operation

compared to

our prior fiscal year due to higher transportation and storage costs, adding

to our expense.

-

For fiscal 2023, the average daily CBOT market price was $6.57 per bushel for corn and $450 per ton of soybean meal,

representing increases of 4.1% and 14.7%, respectively,

as compared to the average daily CBOT prices for fiscal 2022.

28

-

Other farm production

costs increased due

to higher

facility and

flock amortization.

Facility costs

increased due primarily

to increased labor costs. Labor costs increased 29.6%

due to increased use of contract labor and increased wages

raised

in response to labor shortages.

-

Flock amortization increased

primarily from higher

capitalized feed costs

as well as higher

amortization costs from

an

increase in our cage-free production.

Supplies of corn and soybean remained tight relative to demand throughout fiscal 2023, as evidenced by a low stock-to-use

ratio

for

corn,

as

a

result

of

weather-related

shortfalls

in

production

and

yields,

ongoing

supply

chain

disruptions

and

the

Russia-

Ukraine

War

and

its

impact

on

the

export

markets.

For

fiscal

2024,

we

expect

continued

corn

and

soybean

upward

pricing

pressures and further market volatility to affect feed costs.

Processing, packaging, and warehouse

-

Cost of packaging materials increased 18.6% compared to

fiscal 2022

as costs increased due to rising

inflation and labor

costs.

-

Labor costs increased 13.6% due to wage increases instituted in response

to labor shortages and rising inflation.

-

Dozens processed increased 3.6% compared to fiscal 2022, which

resulted in an $11.2 million increase in costs.

Egg purchases and other (including change in inventory)

-

Costs in this category increased

120.8% compared to fiscal 2022

primarily due to the

increase in egg prices. The

average

price

of outside

egg

purchases

increased

75.6%

per

dozen compared

to

fiscal

2022.

Additionally,

our

percentage

of

produced to

sold decreased

to 92.3%

in fiscal

2023 from

94.3% in

fiscal 2022

as we

increased our

volume of

outside

egg purchases in order to meet customer demand.

GROSS PROFIT

Gross profit,

as a percentage

of net sales,

was 38.0%

for fiscal 2023

,

compared to 19.0%

for fiscal 2022.

The increase resulted

primarily from higher selling prices for conventional eggs as well as the increased volume

of specialty eggs sold, partially offset

by the increased cost of feed ingredients and processing, packaging

and warehouse costs.

SELLING, GENERAL, AND ADMINISTRATIVE

EXPENSES

Selling,

general,

and

administrative

(“SGA”)

expenses

include

costs

of

marketing,

distribution,

accounting,

and

corporate

overhead. SG&A expenses increased

$33.6 million to $232.2

million in fiscal 2023.

The following table presents

an analysis of

our SGA expenses (in thousands):

Fiscal Year

Ended

June 03, 2023

May 28, 2022

$ Change

% Change

Specialty egg expense

$

57,758

$

59,830

$

(2,072)

(3.5)

%

Delivery expense

77,548

62,677

14,871

23.7

%

Payroll, taxes and benefits

57,830

43,954

13,876

31.6

%

Stock compensation expense

4,205

4,063

142

3.5

%

Other expenses

34,866

28,107

6,759

24.0

%

Total

$

232,207

$

198,631

$

33,576

16.9

%

Specialty egg expense

-

Specialty egg

expense, which

includes franchise

fees, advertising

and promotion

costs generally

tracks with

specialty

egg

volumes,

which

were

up

18.6%

for

fiscal

2023

compared

to

fiscal

2022.

However,

our

specialty

egg

expense

decreased 3.5%,

primarily due

to a

significant reduction

in advertising

costs. The

higher prices

for conventional

eggs

and

the

comparatively

lower prices

for

specialty eggs

diminished

the need

to promote

specialty eggs

in fiscal

2023.

However, we anticipate that the need to promote specialty eggs will increase

in fiscal 2024 as the market recovers from

the effects of HPAI.

29

Delivery expense

-

The increased

delivery expense

is primarily

due to

the increase

in fuel

and labor

costs for

both our

fleet and

contract

trucking. Compared to fiscal

2022, contract trucking and

labor expenses increased

approximately $10.2 million for

fiscal

2023.

Payroll, taxes and benefits expense

-

The

increase

in

payroll,

taxes

and

benefits

expense

is

primarily

due

to

an

increase

in

the

accrual

for

anticipated

performance-based bonuses.

Other expenses

-

The increase in other

expenses is due to

increased legal expenses of

approximately $3.6 million

as well as inflationary

pressure increasing costs.

OPERATING

INCOME (LOSS)

As a result of the above, our operating income was $967.7 million for fiscal 2023

,

compared to $143.5 million for fiscal 2022.

OTHER INCOME (EXPENSE)

Total

other

income

(expense)

consists

of

items

not

directly

charged

to,

or

related

to,

operations

such

as

interest

income

and

expense, equity in income or loss of unconsolidated entities, and patronage dividends,

among other items.

The Company recorded interest income of $18.6 million in fiscal 2023,

compared to $988 thousand in fiscal 2022, primarily due

to significantly

higher cash

and cash

equivalents and

investment securities

available-for-sale balances

and yields.

We

recorded

interest expense of $583 thousand and $403 thousand

in fiscal 2023 and 2022, respectively, primarily related to commitment fees

on our Credit Facility described below.

Equity in income from unconsolidated entities for fiscal 2023 was $746

thousand compared to $1.9 million for fiscal 2022.

Other, net

for fiscal 2023

was income of

$1.9 million compared

to $9.8 million for

fiscal 2022.

The majority of

the decrease is

due

to

our

acquisition

in

fiscal

2022

of

the

remaining

50% membership

interest

in

Red

River

Valley

Egg

Farm,

LLC

(“Red

River”) as we recognized a $4.5 million gain in fiscal 2022 due to the remeasurement of our equity investment.

We also received

$1.4 million in fiscal 2022 related

to our review and adjustment

of our various marketing agreements. Additionally, the Company

recorded a $2 million impairment of an investment in an unconsolidated entity

in fiscal 2023.

INCOME TAXES

For

the

fiscal

year

ended

June

3,

2023,

our

pre-tax

income

was

$998.6

million,

compared

to

$166.0

million

for

fiscal

2022.

Income tax expense of $241.8 million

was recorded for fiscal 2023 with an effective

tax rate of 24.2%.

For fiscal 2022, income

tax expense was $33.6 million with an effective tax rate

of 20.2%. Included in fiscal 2022 income tax expense is the discrete tax

benefit of

$8.3 million

discussed in

Note 2 – Acquisition

of Part

II. Item

8. Notes

to Consolidated

Financial Statements

in this

Annual Report.

Excluding the discrete

tax benefit,

income tax expense

was $41.9

million with an

adjusted effective

tax rate of

25.2%.

At June 3, 2023, the Company had

an income tax receivable of $67.0 million compared to

$42.1 million at May 28, 2022. During

fiscal 2022,

the Company

filed federal

carryback tax

returns for

fiscal 2020

and 2021

taxable net

operating losses

to recover

a

portion of

taxes paid

in fiscal 2015

and fiscal

2016. Subsequent

to fiscal

2023, we

received $31.8

million of

the $34.9

million

fiscal 2021 refund and believe we will receive the remaining amount of the fiscal 2020 and 2021 refunds, totaling

$11.7 million,

during our second fiscal quarter of 2024.

An additional $23.5 million income tax receivable was recorded as of June 3, 2023 for

fiscal 2023 federal overpayments in excess of federal tax liability.

Items causing

our effective

tax rate

to differ

from the

federal statutory

income tax

rate of

21% are

state income

taxes, certain

federal tax

credits and

certain items included

in income or

loss for financial

reporting purposes that

are not included

in taxable

income or

loss for income

tax purposes, including

tax exempt interest

income, certain

nondeductible expenses,

and net income

or loss attributable to noncontrolling interest.

30

NET LOSS ATTRIBUTABLE

TO NONCONTROLLING INTEREST

Net loss attributable

to noncontrolling

interest was $1.3

million for fiscal

2023

compared to a

$209 thousand

net loss for

fiscal

2022.

NET INCOME ATTRIBUTABLE

TO CAL-MAINE FOODS, INC.

As a result of the above, net income attributable to Cal-Maine Foods, Inc. for fiscal

2023 was $758.0 million, or $15.58 per basic

and $15.52 per diluted share, compared to $132.7 million, or $2.73 per basic

and $2.72 per diluted share for fiscal 2022.

Fiscal Year

Ended May 28, 2022 Compared to Fiscal Year

Ended May 29, 2021

The discussion

of our

results of

operations for

the fiscal

year ended

May 28,

2022 compared

to the

fiscal year

ended May

29,

2021 can be found in Part II. Item 7. Management's Discussion and Analysis of Financial Condition and Results

of Operations in

the Company’s fiscal 2022

Annual Report on Form 10-K.

LIQUIDITY AND CAPITAL

RESOURCES

Working

Capital and Current Ratio

Our working capital at

June 3, 2023 was

$942.2 million, compared to $476.8 million at

May 28, 2022.

The calculation of working

capital is defined as current assets less current liabilities. Our current ratio was 6.16 at June 3, 2023 compared to 3.58 at May 28,

2022.

The current

ratio is

calculated

by dividing

current assets

by current

liabilities. The

increase

in our

working

capital and

current ratio

is primarily due

to the increase

in total current

assets, which increased

by $463.4 million

to $1.1 billion

at June 3,

2023,

due

to significant

increases in

cash and

cash equivalents

and

investment

securities available

-for-sale.

Due to

seasonal

factors described in

Part I. Item I. Business – Seasonality

, we generally expect

our need for working

capital to be highest in

the

fourth and first fiscal quarters ending in May/June and August/September,

respectively.

Cash Flows from Operating Activities

Net cash provided

by operating activities

was $863.0

million for fiscal

year 2023

compared with $126.2

million for fiscal

year

2022.

The increase in cash flow from operations

resulted primarily from higher selling prices for conventional eggs

as well as the

increased volume of specialty eggs

sold, partially offset by the increased

cost of feed ingredients and processing,

packaging and

warehouse costs.

Cash Flows from Investing Activities

We

continue

to

invest

in

our

facilities,

with

$136.6

million

used

to

purchase

property,

plant

and

equipment

for

fiscal

2023,

compared to $72.4

million in fiscal 2022.

These investments were primarily

made to expand our

cage-free production capacity.

We

have for many years

invested substantial amounts

to expand our cage-free

production capacity and

expect to continue to

do

so.

Purchases

of

investments

were

$530.8

million

in

fiscal

2023,

compared

to

$98.2

million

in

fiscal

2022.

The

increase

in

purchases of

investment securities

is primarily

due to

the utilization

of increased

liquidity resulting

from increased

cash flows

provided by operating

activities noted above.

Sales and maturities

of investment securities

were $291.8

million for fiscal

2023,

compared to $92.7 million

for fiscal 2022. During fiscal

2022, we also acquired the

remaining 50% membership interest

in Red

River for $44.8 million, net of cash acquired.

Cash Flows from Financing Activities

We paid dividends

totaling $252.3 million and $6.1 million in fiscal 2023

and 2022, respectively.

As of

June 3,

2023, cash

increased

$233.7 million

since May

28, 2022,

compared to

an increase

of $1.7

million during

fiscal

2022.

Credit Facility

We had no

long-term debt outstanding at the end of fiscal 2023

and 2022. On November 15, 2021, we entered

into an Amended

and Restated Credit Agreement (as amended the “Credit

Agreement”) with a five-year term. The Credit Agreement provides for

a senior

secured revolving

credit facility

(the “Credit

Facility”), in

an initial

aggregate principal

amount of

up to

$250 million.

As of June 3, 2023, no amounts were borrowed under

the Credit Facility. We

have $4.3

million in outstanding standby letters of

credit, which were issued under our Credit Facility for the

benefit of certain insurance companies. In May 2023,

we entered into

31

an amendment to

the Credit Agreement

to replace the

London Interbank Offered

Rate interest rate

benchmark. Refer

to Part II.

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