Cal-Maine Foods 10Q 2025 Q1 Quarterly report

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

August 31, 2024

☐

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

44,236,582

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 October 1, 2024.

Index

INDEX

Page

Number

Part I.

Financial Information

Item 1.

Financial Statements

Condensed Consolidated Balance Sheets -

August 31, 2024 and June 1, 2024

Condensed Consolidated Statements of Income -

Thirteen Weeks Ended August 31, 2024 and September 2, 2023

Condensed Consolidated Statements of Comprehensive Income -

Thirteen Weeks Ended August 31, 2024 and September 2, 2023

Condensed Consolidated Statements of Cash Flows -

Thirteen Weeks Ended August 31, 2024 and September 2, 2023

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)

(Unaudited)

August 31, 2024

June 1, 2024

Assets

Current assets:

Cash and cash equivalents

181,667

237,878

Investment securities available-for-sale

571,923

574,499

Trade and other receivables, net

272,092

151,983

Income tax receivable

10,459

Inventories

293,182

261,782

Prepaid expenses and other current assets

14,156

5,238

Total current

assets

1,343,479

1,241,839

Property, plant &

equipment, net

960,070

857,234

Investments in unconsolidated entities

11,753

11,195

Goodwill

45,776

Intangible assets, net

16,175

15,996

Other long-term assets

12,755

12,721

Total Assets

2,390,008

2,184,761

Liabilities and Stockholders’ Equity

Current liabilities:

Accounts payable

128,600

75,862

Accrued wages and benefits

18,961

32,971

Accrued income taxes payable

106,288

43,348

Dividends payable

49,971

37,760

Accrued expenses and other liabilities

21,595

37,802

Total current

liabilities

325,415

227,743

Other noncurrent liabilities

36,854

17,109

Deferred income taxes, net

128,676

142,866

Total liabilities

490,945

387,718

Commitments and contingencies - see Note 10

—

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

77,503

76,371

Retained earnings

1,856,405

1,756,395

Accumulated other comprehensive loss, net of tax

(474)

(1,773)

Common stock in treasury at cost –

26,024

shares at August 31, 2024 and

26,022

shares at June 1, 2024

(31,632)

(31,597)

Total Cal-Maine Foods,

Inc. stockholders’ equity

1,902,553

1,800,147

Noncontrolling interest in consolidated entity

(3,490)

(3,104)

Total stockholders’

equity

1,899,063

1,797,043

Total Liabilities and Stockholders’

Equity

2,390,008

2,184,761

See Notes to Condensed Consolidated Financial Statements.

Index

Cal-Maine Foods, Inc. and Subsidiaries

Condensed Consolidated Statements of Income

(In thousands, except per share amounts)

(Unaudited)

Thirteen Weeks

Ended

August 31, 2024

September 2, 2023

Net sales

785,871

459,344

Cost of sales

538,653

413,911

Gross profit

247,218

45,433

Selling, general and administrative

61,932

52,246

Loss on involuntary conversions

146

—

Gain on disposal of fixed assets

(1,817)

(56)

Operating income (loss)

186,957

(6,757)

Other income (expense):

Interest income, net

9,785

7,346

Other, net

1,211

144

Total other income, net

10,996

7,490

Income before income taxes

197,953

733

Income tax expense

48,363

322

Net income

149,590

411

Less: Loss attributable to noncontrolling interest

(386)

(515)

Net income attributable to Cal-Maine Foods, Inc.

149,976

926

Net income per common share:

Basic

3.08

0.02

Diluted

3.06

0.02

Weighted average

shares outstanding:

Basic

48,761

48,690

Diluted

48,932

48,840

See Notes to Condensed Consolidated Financial Statements.

Index

Cal-Maine Foods, Inc. and Subsidiaries

Condensed Consolidated Statements of

Comprehensive Income

(In thousands)

(Unaudited)

Thirteen Weeks

Ended

August 31, 2024

September 2, 2023

Net income

149,590

411

Other comprehensive income (loss), before tax:

Unrealized holding gain on available-for-sale securities, net of reclassification

adjustments

1,715

786

Income tax expense related to items of other comprehensive income

(416)

(191)

Other comprehensive income, net of tax

1,299

595

Comprehensive income

150,889

1,006

Less: Comprehensive loss attributable to the noncontrolling interest

(386)

(515)

Comprehensive income attributable to Cal-Maine Foods, Inc.

151,275

1,521

See Notes to Condensed Consolidated Financial Statements.

Index

Cal-Maine Foods, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

Thirteen Weeks

Ended

August 31, 2024

September 2, 2023

Cash flows from operating activities:

Net income

149,590

411

Depreciation and amortization

22,048

19,340

Deferred income taxes

(14,605)

322

Other adjustments, net

(39,581)

3,612

Net cash provided by operations

117,452

23,685

Cash flows from investing activities:

Purchases of investment securities

(202,196)

(28,296)

Sales and maturities of investment securities

209,673

135,768

Acquisition of business

(111,521)

—

Purchases of property,

plant and equipment

(35,773)

(26,666)

Net proceeds from disposal of property,

plant and equipment

3,946

Net cash provided by (used in) investing activities

(135,871)

80,880

Cash flows from financing activities:

Payments of dividends

(37,758)

(36,983)

Purchase of common stock by treasury

(34)

(5)

Principal payments on finance lease

—

(58)

Net cash used in financing activities

(37,792)

(37,046)

Net change in cash and cash equivalents

(56,211)

67,519

Cash and cash equivalents at beginning of period

237,878

292,824

Cash and cash equivalents at end of period

181,667

360,343

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

in accordance with

the instructions to

Form 10-Q and

Article 10 of

Regulation S-X and

accordance

with generally

accepted

accounting

principles in

the

United

States of

America

(“GAAP”)

for

interim

financial

reporting and

should be

read in

conjunction with

our Annual

Report on

Form 10-K

for the fiscal

year ended

June 1,

2024 (the

“2024

Annual

Report”).

These

statements

reflect

all

adjustments

that

are,

the

opinion

management,

necessary

fair

statement of the results for

the interim periods presented

and, in the opinion of

management, consist of adjustments

of a 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

ended on August 31, 2024

and September 2, 2023 included

13 weeks

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.

Investment Securities

Available-for-Sale

The Company

has determined

that its

debt securities

are available-for-sale

investments. We

classify these

securities as

current

because the

amounts invested

are available

for current

operations. Available

-for-sale

securities are

carried at

fair value,

based

on quoted market prices

as of the balance sheet

date, with unrealized gains

and losses recorded in other

comprehensive income.

The

amortized

cost

debt

securities

adjusted

for

amortization

premiums

and

accretion

discounts

maturity

and

recorded in interest

income. 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

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

on available-for-sale

securities is

determined by

the specific

identification method.

Gains

and

losses

are

recognized

other

income

(expenses)

Other,

net

the

Company’s

Condensed

Consolidated

Statements of Income. Interest and dividends on securities classified as available-for-sale

are recorded in interest income.

Trade Receivables

Trade receivables

are stated at

their carrying

values, which

include a reserve

for credit losses.

As of August

31, 2024

and June

2024,

reserves

for

credit

losses

were

716

thousand

and

490

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

assigned

expected

loss

based

historical loss information adjusted as needed for economic and

other forward-looking factors.

Dividends Payable

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.

Index

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.

The dividend policy is subject to

periodic review by the Board of

Directors.

Revenue Recognition

The

Company

recognizes

revenue

through

sale of

its products

customers

through

retail, foodservice

and

other

distribution

channels.

The

majority

the

Company’s

revenue

derived

from

agreements

contracts

with

customers

based

upon

the

customer

ordering

its

products

with

single

performance

obligation

delivering

the

product.

The

Company

believes

the

performance

obligation

met

upon

delivery

and

acceptance

the

product

our

customers,

which

generally

occurs

upon

shipment

delivery

customer

based

terms

the

sale.

Costs

paid

third

party

brokers

obtain

agreements

are

expensed as the Company’s

agreements are generally less than one year.

Revenues are

recognized in

an amount

that reflects

the net

consideration we

expect to

receive in

exchange for

delivery of

the

products.

The

Company

periodically

offers

sales

incentives

other

programs

such

rebates,

discounts,

coupons,

volume-

based incentives,

guaranteed sales and

other programs.

The Company

records an estimated

allowance for costs

associated with

these programs, which

is recorded as a

reduction in revenue at

the time of sale

using historical trends

and projected redemption

rates

each

program.

The

Company

regularly

reviews

these

estimates

and

any

difference

between

the

estimated

costs

and

actual realization of these programs would be recognized the subsequent

period.

Business Combinations

The Company applies the acquisition

method of accounting, which

requires that once control is obtained,

all the assets acquired

and liabilities assumed,

including amounts

attributable to noncontrolling

interests, are recorded

at their respective

fair values at

the date of acquisition. We

determine the fair values of identifiable assets and liabilities

internally,

which requires estimates and

the

use

various

valuation

techniques.

When

market

value

not

readily

available,

our

internal

valuation

methodology

considers the remaining estimated life of the assets acquired and what

management believes is the market value for those assets.

typically use the income

method approach for

intangible assets acquired in

a business combination. Significant

estimates in

valuing

certain

intangible

assets

include,

but

are

not

limited

to,

the

amount

and

timing

future

cash

flows,

growth

rates,

discount rates and

useful lives. The

excess of the purchase

price over fair values

of identifiable assets and

liabilities is recorded

as goodwill.

Loss Contingencies

Certain

conditions

may

exist

the

date

the

consolidated

financial

statements

are

issued

that

may

result

loss

the

Company but

which will only

be resolved when

one or more

future events occur

or fail to

occur.

The Company’s

management

and

its

legal

counsel

assess

such

contingent

liabilities,

and

such

assessment

inherently

involves

exercise

judgment.

assessing loss

contingencies

related to

legal proceedings

that are

pending against

the Company

or unasserted

claims that

may

result in

such proceedings,

the Company’s

legal counsel

evaluates the

perceived merits

of any

legal proceedings

or unasserted

claims as well as the perceived merits of the amount of relief sought or expected

to be sought therein.

If the assessment

of a contingency

indicates it is

probable that

a material loss

has been incurred

and the amount

of the liability

can

estimated,

the

estimated

liability

would

accrued

the

Company’s

consolidated

financial

statements.

the

assessment

indicates

potentially

material

loss

contingency

not

probable,

but

reasonably

possible,

probable

but

cannot

estimated,

then

the

nature

the

contingent

liability,

together

with

estimate

the

range

possible

loss

determinable

and material,

would be

disclosed.

Loss contingencies

considered

remote

are generally

not disclosed

unless they

involve guarantees, in which case the nature of the guarantee would be disclosed.

The Company expenses the costs of litigation as they are incurred.

New Accounting Pronouncements and Policies

No new accounting pronouncement issued or effective

during the fiscal year had or is expected to have a material impact on

our

Consolidated Financial Statements.

Index

Note 2 - Acquisition

Effective

June 28, 2024

, the

Company

acquired

substantially

all of

the commercial

shell egg

production,

processing and

egg

products breaking

facilities of

ISE America,

Inc. and

certain of

its affiliates

(“ISE”).

The assets

acquired included

commercial

shell

egg

production

and

processing

facilities

with

capacity

the

time

acquisition

approximately

4.7

million

laying

hens, including

1.0

million cage-free,

and

1.2

million pullets, feed

mills, approximately

4,000

acres of land,

inventories and an

egg products breaking facility.

The acquired assets also include an extensive customer

distribution network across the Northeast

and

Mid-Atlantic

states,

and

production

operations

Maryland,

New

Jersey,

Delaware

and

South

Carolina.

The

Company

accounted for the acquisition as a business combination.

Pending the

finalization of

the Company’s

valuation, the

following table

summarizes the

consideration paid

for the

ISE assets

and the amounts of assets acquired and liabilities assumed recognized

at the acquisition date (in thousands):

Cash consideration paid

111,521

Recognized amounts of identifiable assets acquired and liabilities assumed

Inventories

20,547

Property, plant and equipment

90,572

Intangible assets

710

Liabilities assumed

(308)

Total identifiable

net assets

111,521

Inventories consisted primarily of flock, feed ingredients,

packaging, and egg inventory.

Flock inventory was valued at carrying

value

management

believes

that

its

carrying

value

best

approximates

its

fair

value.

Feed

ingredients,

packaging

and

egg

inventory were all valued based on market prices as of June 28, 2024.

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.

Intangible

assets

consisted

primarily

customer

lists

acquired.

Customers

lists

were

valued

using

the

income

method

approach.

Note 3 - Investment

Securities

The following represents the Company’s

investment securities as of August 31, 2024 and June 1, 2024 (in thousands):

August 31, 2024

Amortized

Cost

Unrealized

Gains

Unrealized

Losses

Estimated

Fair Value

Municipal bonds

4,280

—

4,265

Commercial paper

86,698

—

86,703

Corporate bonds

288,383

547

—

288,930

Certificates of deposits

5,086

—

5,097

US government and agency obligations

148,399

—

148,392

Asset backed securities

2,877

—

2,869

Treasury bills

35,668

—

35,667

Total current

investment securities

571,391

563

571,923

Index

June 1, 2024

Amortized

Cost

Unrealized

Gains

Unrealized

Losses

Estimated

Fair Value

Municipal bonds

4,100

—

4,059

Commercial paper

137,856

—

121

137,735

Corporate bonds

233,289

—

697

232,592

Certificates of deposits

3,505

—

3,491

US government and agency obligations

154,520

—

251

154,269

Asset backed securities

3,154

—

3,124

Treasury bills

39,239

—

39,229

Total current

investment securities

575,663

—

1,164

574,499

Available-for-sale

Proceeds

from

sales and

maturities of

investment

securities available-for-sale

were $

209.7

million

and $

135.8

million

during

the

thirteen

weeks

ended August

31,

2024

and

September

2023,

respectively.

Gross

realized

gains

for

the

thirteen

weeks

ended August 31,

2024 and September

2, 2023 were

thousand and $

thousand, respectively.

There were

gross realized

losses for the thirteen weeks ended August 31, 2024. Gross realized losses for the

thirteen weeks ended September 2, 2023 were

thousand. There were

allowances for credit losses at August 31, 2024 and June 1, 2024.

Actual maturities

may differ

from contractual

maturities as some

borrowers have

the right to

call or prepay

obligations with

without penalties. Contractual maturities of current investments at August

31, 2024 are as follows (in thousands):

Estimated Fair Value

Within one year

365,628

1-5 years

206,295

Total

571,923

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.

Index

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 August 31, 2024 and June 1,

2024 (in thousands):

August 31, 2024

Level 1

Level 2

Level 3

Balance

Assets

Municipal bonds

—

4,265

—

4,265

Commercial paper

—

86,703

—

86,703

Corporate bonds

—

288,930

—

288,930

Certificates of deposits

—

5,097

—

5,097

US government and agency obligations

—

148,392

—

148,392

Asset backed securities

—

2,869

—

2,869

Treasury bills

—

35,667

—

35,667

Total assets measured at fair

value

—

571,923

—

571,923

Liabilities

Contingent consideration

—

6,500

Total liabilities measured

at fair value

—

6,500

June 1, 2024

Level 1

Level 2

Level 3

Balance

Assets

Municipal bonds

—

4,059

—

4,059

Commercial paper

—

137,735

—

137,735

Corporate bonds

—

232,592

—

232,592

Certificates of deposits

—

3,491

—

3,491

US government and agency obligations

—

154,269

—

154,269

Asset backed securities

—

3,124

—

3,124

Treasury bills

—

39,229

—

39,229

Total assets measured at fair

value

—

574,499

—

574,499

Liabilities

Contingent consideration

—

6,500

Total liabilities measured

at fair value

—

6,500

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.

Contingent consideration

classified as Level 3

consists

of the potential

obligation to pay

an earnout to

the sellers of Fassio

Egg

Farms,

Inc.

contingent

the

acquired

business

meeting

certain

return

profitability

milestones

over

three-year

period,

commencing on the date

of the acquisition in the

second quarter of fiscal 2024.

The fair value of the

contingent consideration is

estimated

using

discounted

cash

flow

model.

Key

assumptions

and

unobservable

inputs

that

require

significant

judgement

used

the

estimate

include

weighted

average

cost

capital,

egg

prices,

projected

revenue

and

expenses

over

which

the

contingent

considered

is measured

and

the probability

assessments with

respect to

the likelihood

of achieving

the forecasted

projections.

Index

Note 5 - Inventories

Inventories consisted of the following as of August 31, 2024 and June 1,

2024 (in thousands):

August 31, 2024

June 1, 2024

Flocks, net of amortization

169,497

149,985

Eggs and egg products

30,800

25,217

Feed and supplies

92,885

86,580

293,182

261,782

grow

and

maintain

flocks

layers

(mature

female

chickens),

pullets

(female

chickens,

under

weeks

age),

and

breeders (male

and female

chickens used

to produce

fertile eggs

to hatch

for egg

production flocks).

Our total

flock at

August

31, 2024

and June

1, 2024

consisted of

approximately

10.9

million and

11.8

million pullets

and breeders

and

46.7

million and

39.9

million layers, respectively.

Note 6 - Equity

The following reflects equity activity for the thirteen weeks ended

August 31, 2024 and September 2, 2023 (in thousands):

Thirteen Weeks

Ended August 31, 2024

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 June 1,

2024

703

(31,597)

76,371

(1,773)

1,756,395

(3,104)

1,797,043

Other comprehensive

income, net of tax

—

1,299

—

1,299

Stock compensation

plan transactions

—

(35)

1,132

—

1,097

Dividends ($

1.019

per share)

Common

—

(45,075)

—

(45,075)

Class A common

—

(4,891)

—

(4,891)

Net income (loss)

—

149,976

(386)

149,590

Balance at August 31,

2024

703

(31,632)

77,503

(474)

1,856,405

(3,490)

1,899,063

Index

Thirteen Weeks

Ended September 2, 2023

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 June 3,

2023

703

(30,008)

72,112

(2,886)

1,571,112

(1,498)

1,609,583

Other comprehensive

income, net of tax

—

595

—

595

Stock compensation

plan transactions

—

(6)

1,041

—

1,035

Dividends ($

0.006

per share)

Common

—

(265)

—

(265)

Class A common

—

(29)

—

(29)

Net income (loss)

—

926

(515)

411

Balance at September

2, 2023

703

(30,014)

73,153

(2,291)

1,571,744

(2,013)

1,611,330

Note 7 - Net Income per Common Share

Basic net income

per share is

based on the

weighted average Common

Stock and Class

A Common Stock

outstanding. Diluted

net

income

per

based

weighted-average

common

outstanding

during

the

relevant

period

adjusted

for

the

dilutive effect of share-based awards.

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

August 31, 2024

September 2, 2023

Numerator

Net income

149,590

411

Less: Loss attributable to noncontrolling interest

(386)

(515)

Net income attributable to Cal-Maine Foods, Inc.

149,976

926

Denominator

Weighted-average

common shares outstanding, basic

48,761

48,690

Effect of dilutive restricted shares

171

150

Weighted-average

common shares outstanding, diluted

48,932

48,840

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

Basic

3.08

0.02

Diluted

3.06

0.02

Index

Note 8 - Revenue from Contracts with Customers

Net revenue is primarily generated through the sales of

shell eggs and egg products. The Company’s

shell egg product offerings

include specialty and

conventional shell eggs.

Specialty shell eggs include

cage-free, organic,

brown, free-range, pasture-raised

and nutritionally enhanced eggs. Conventional shell egg sales represent all other

shell egg sales not sold as specialty shell eggs.

The Company’s

egg products

offerings

include liquid

and frozen

egg products

and hard-cooked

eggs.

Liquid and

frozen egg

products

are

primarily

sold

the

institutional,

foodservice

and

food

manufacturing

sectors.

Hard-cooked

eggs

are

sold

primarily within the foodservice and retail channels.

The following table provides revenue disaggregated by product category

(in thousands):

Thirteen Weeks

Ended

August 31, 2024

September 2, 2023

Conventional shell egg sales

484,736

225,280

Specialty shell egg sales

256,777

208,681

Egg products

35,175

22,223

Other

9,183

3,160

785,871

459,344

Note 9 - Stock Based Compensation

Total

stock-based compensation

expense was

1.1

million and

1.0

million for

the thirteen

weeks ended

August 31,

2024 and

September 2, 2023, respectively.

Unrecognized

compensation

expense

as a

result

of non

-vested

restricted

stock outstanding

under

the

Amended

and

Restated 2012 Omnibus Long-Term

Incentive Plan at August 31, 2024 of $

6.3

million will be recorded over a weighted average

period

1.9

years.

Refer

Part

Item

Notes

Consolidated

Financial

Statements

and

Supplementary

Data,

Note 14

Stock Compensation Plans in our 2024 Annual Report for further information

on our stock compensation plans.

The Company’s restricted share activity

for the thirteen weeks ended August 31, 2024 follows:

Number of

Weighted

Average Grant

Date Fair Value

Outstanding, June 1, 2024

277,954

49.38

Vested

(2,057)

44.72

Forfeited

(1,682)

54.64

Outstanding, August 31, 2024

274,215

49.38

Note 10 - Commitments and Contingencies

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

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.

August

16,

2022,

the

appeals

court

reversed

and

remanded

the

case

back

the

trial

court

for

further

Index

proceedings. On October 31, 2022,

the Company and WCF appealed

the First District Court’s

decision to the Supreme Court

Texas.

On September

29, 2023,

the Supreme

Court of

Texas

denied the

Company’s

Petition for

Review and

remanded to

the

trial

court

for

further

proceedings.

The district

court

entered a

pre-trial

order

scheduling

pre-trial

proceedings

and

tentatively

setting a trial date for August 11, 2025. Management

believes the risk of material loss related to this matter to be remote.

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,

until a subsequent settlement was reached as described below,

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

alleged

that

the

Company

and

other

defendants

violated

Section

the

Sherman

Act,

15.

U.S.C.

agreeing

limit

the

production

eggs

and

thereby

illegally

raise

the

prices

that

plaintiffs

paid

for

processed

egg

products.

particular,

the

Egg

Products

Plaintiffs

attacked

certain features of

the United Egg

Producers animal-welfare guidelines

and program used by

the Company and

many other egg

producers.

On October 24, 2019,

the Company entered into

a confidential settlement agreement

with The Kellogg Company

dismissing all

claims against the

Company for an

amount that did

not have a

material impact on

the Company’s

financial condition or

results

of operations.

On November

11,

2019, a

stipulation

for dismissal

was filed

with the

court, and

on March

28, 2022,

the court

dismissed the Company with prejudice.

The trial of this case began

on October 17, 2023. On December

1, 2023, the jury returned a decision

awarding the Egg Products

Plaintiffs

17.8

million

in damages.

If the

jury’s

decision

is ultimately

upheld,

the defendants

would

be jointly

and

severally

liable

for

treble

damages,

53.3

million,

subject

credit

for

the

Kellogg

settlement

described

above

and

certain

other

settlements with

settling defendants,

plus the

Egg Product

Plaintiffs’

reasonable

attorneys’

fees. This

decision is

not

final and remains subject to appeals by the parties. During

our second fiscal quarter of 2024, we recorded an accrued expense

19.6

million in selling,

general and administrative

expenses in the

Company’s

Condensed Consolidated Statements

of Income

and classified as

other noncurrent liabilities

in the Company’s

Condensed Consolidated

Balance Sheets. The

accrual represents

our

estimate

the

Company’s

proportional

the

reasonably

possible

ultimate

damages

award,

excluding

the

Egg

Product Plaintiffs’

attorneys’ fees

that we

believe would

be approximately

offset by

the credits

noted above.

have entered

into a judgment

allocation and joint

defense agreement

with the other

major producer

defendant remaining

in the case,

and are

in discussions

with other

defendants regarding

their contributions.

Our accrual

may change

in the future

based on

the outcome

of those discussions.

Our accrual may

also be revised

in whole or

in part in

the future to

the extent we

are successful in

further

proceedings in the

litigation.

On November 29, 2023,

the defendants, including

the Company,

filed a motion for

judgment as a

matter of

law in

their favor,

known as

a directed

verdict, notwithstanding

the jury’s

decision. The

court denied

this motion

September

30, 2024.

The Company

is evaluating

the court’s

September

30, 2024

order and

intends to

continue

to vigorously

defend the claims asserted by the Egg Products Plaintiffs.

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., Cobb-Vantress,

Inc., Cargill,

Inc., George’s,

Inc., Peterson

Farms, Inc.

and

Simmons

Foods,

Inc.,

and

certain

their

affiliates.

The

State

Oklahoma

claims

that

through

the

disposal

chicken

litter the

defendants polluted

the Illinois

River Watershed.

This watershed

provides water

to eastern

Oklahoma. The

complaint

sought

injunctive

relief

and

monetary

damages,

but

the

claim

for

monetary

damages

was dismissed

the

court.

Cal-Maine

Foods,

Inc.

discontinued

operations

the

watershed

around

2005.

Since

the

litigation

began,

Cal-Maine

Foods,

Inc.

purchased

100

the

membership

interests

Benton

County

Foods,

LLC,

which

ongoing

commercial

shell

egg

operation within

the Illinois

River Watershed.

Benton County

Foods, LLC

is not

a defendant

in the

litigation. We

also have

number of small contract producers that operate in the area.

The non-jury trial in the case began in September 2009

and concluded in February 2010. On January 18, 2023, the court entered

findings of

fact and

conclusions of

law in favor

of the

State of

Oklahoma, but

no penalties

were assessed.

The court

found the

defendants

liable

for

state

law

nuisance,

federal

common

law

nuisance,

and

state

law

trespass.

The

court

also

found

the

producers

vicariously

liable

for

the

actions

their

contract

producers.

The

court

directed

the

parties

confer

attempt

reach

agreement

appropriate

remedies.

June

12,

2023,

the

court

ordered

the

parties

mediate

before

retired

Tenth

Index

Circuit

Chief

Judge

Deanell

Reece

Tacha,

but

the

mediation

was

unsuccessful.

June

26,

2024,

the

district

court

denied

defendants’

motion

dismiss

the

case.

September

13,

2024,

status

hearing

was

held

and

the

court

scheduled

evidentiary

hearing

for December

3, 2024,

to determine

whether any

legal remedy

is available

based on

the now

14 year

old

record

and

changed

circumstances

the

Illinois

River

watershed.

September

20,

2024,

the

defendants

filed

motions

certify an interlocutory

appeal and stay

further proceedings

pending appeal to

the United States

Court of Appeals

for the Tenth

Circuit.

The

court

has

not ruled

on these

motions.

While

management

believes

there

is a

reasonable

possibility

of a

material

loss from

the case,

at the

present time,

it is

not possible

to estimate

the amount

of monetary

exposure, if

any,

to the

Company

due

range

factors,

including

the

following,

among

others:

uncertainties

inherent

any

assessment

potential

costs

associated with injunctive

relief or other penalties

based on a decision

in a case tried over

14 years ago based

on environmental

conditions that existed at the

time, the lack of guidance from

the court as to what might

be considered appropriate remedies,

the

ongoing litigation with the State

of Oklahoma, and uncertainty regarding

what our proportionate share of any

remedy would be,

although we believe that our share compared to the other defendants is small.

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 11 - Subsequent Events

Effective

September

2024,

the

Company

completed

strategic

investment

with

Crepini

LLC,

establishing

new

egg

products and

prepared foods

venture. Crepini

LLC, founded

in 2007,

grew its

brand throughout

the United

States and

Mexico

featuring

egg

wraps,

protein

pancakes,

crepes,

and

wrap-ups,

which

are

sold

online

and

over

3,500

retail

stores.

The

new

entity,

located in Hopewell Junction,

New York,

operates as Crepini

Foods LLC (“Crepini”).

The Company capitalized Crepini

with

approximately

6.75

million

cash

purchase

additional

equipment

and

other

assets

and

fund

working

capital

exchange for a

% interest in the new venture.

Crepini LLC contributed its existing

assets and business in exchange

for a

interest in the new venture.

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

June 1, 2024

(the “2024 Annual Report”), and the accompanying financial statements and

notes included in Part II Item 8 of the 2024 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

and egg

products 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 on our business of the resurgence in United States (“U.S.”)

commercial table egg layer flocks of highly pathogenic avian

influenza (“HPAI”),

potential future

impact on

our business

of inflation

and changing

interest rates,

potential future

impact on

our business

of new

legislation, rules

or policies,

potential outcomes

of legal

proceedings, including

loss contingency

accruals

and factors that

may result in changes

in the amounts recorded,

and other projected operating

data, including anticipated results

of operations

and financial

condition. Such

forward-looking

statements are

identified by

the use

of words

such as

“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

on management’s

current

intent,

belief,

expectations,

estimates,

and

projections

regarding

the Company

and its

industry.

These statements

are not

guarantees of

future performance

and involve

risks, uncertainties,

assumptions, and

other

factors

that

are

difficult

predict

and

may

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

Risk

Factors

the

2024

Annual

Report,

the

risk

factors

(if

any)

set

forth

Part

Item

Risk

Factors

and

elsewhere in

this report

as well

as those

included in

other reports

we file

from time

to time

with the

Securities and

Exchange

Commission (the

“SEC”) (including our

Quarterly Reports on

Form 10-Q and

Current Reports on

Form 8-K), (ii)

the risks and

hazards

inherent

the

shell

egg

business

(including

disease,

pests,

weather

conditions,

and

potential

for

product

recall),

including but not limited to the current outbreak

of HPAI

affecting poultry in the U.S., Canada and other countries

that was first

detected in

commercial flocks

in the

U.S. in

February 2022

and that

first impacted

our flocks

in December

2023, (iii)

changes

in the demand

for and market

prices of shell

eggs and

feed costs, (iv)

our ability

to predict and

meet demand

for cage-free and

other specialty

eggs, (v)

risks, changes,

or obligations

that could

result from

our recent

or future

acquisition of

new flocks

businesses and risks

or changes that

may cause conditions

to completing a

pending acquisition not

to be met,

(vi) risks relating

changes

inflation

and

interest

rates,

(vii)

our

ability

retain

existing

customers,

acquire

new

customers

and

grow

our

product

mix,

(viii) adverse

results in

pending

litigation

matters, and

(ix)

global instability,

including

as a

result of

the war

Ukraine, the conflicts

in Israel and surrounding areas and attacks on

shipping in the Red Sea. Readers are cautioned

not to place

undue

reliance

forward-looking

statements

because,

while

believe

the

assumptions

which

the

forward-looking

statements are based

are reasonable,

there can be

no assurance that

these forward-looking

statements will prove

to be accurate.

Further,

forward-looking statements

included herein

are only

made as

of the

respective dates

thereof, or

if no

date is

stated, as

of the date

hereof. Except

as otherwise required

by law,

we disclaim any

intent or

obligation to

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

and we

have

one

operating

and

reportable

segment.

are

the

largest

producer

and

distributor

fresh

shell

eggs

the

U.S.

Our

total

flock

approximately

46.7

million

layers

and

10.9

million

pullets

and

breeders

the

largest

the

U.S.

sell

our

shell

eggs

and

egg

products

diverse group of

customers, including national

and regional grocery

store chains,

club stores, companies

servicing independent

supermarkets

in the

U.S., foodservice

distributors

and

egg product

customers

throughout the

majority

of the

U.S.

and aim

maintain efficient, state-of-the-art operations located

close to our customers.

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.

not

sell

eggs

directly to consumers or set the prices at which eggs are sold to consumers.

Index

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.

routinely

fill

our

storage

bins

during

harvest

season

when

prices

for

feed

ingredients

are

generally

lower.

ensure

continued

availability of

feed ingredients,

we may

enter into

contracts for

future purchases

of corn

and soybean

meal, and

part

these

contracts,

may

lock-in

the

basis

portion

our

grain

purchases

several

months

advance.

Basis

the

difference

between the

local cash

price for

grain and

the applicable

futures price.

A basis

contract is

a common

transaction in

the grain

market that

allows us

to lock-in

a basis

level for

a specific

delivery period

and wait

to set

the futures

price at

a later

date. Furthermore,

due to

the more

limited supply

for organic

ingredients,

we may

commit to

purchase organic

ingredients in

advance to help ensure supply.

Ordinarily, we do

not enter into long-term contracts beyond a year to purchase

corn and soybean

meal

hedge

against

increases

the

prices

corn

and

soybean

meal.

Corn

and

soybean

meal

are

commodities

and

are

subject

volatile

price

changes

due

weather,

various

supply

and

demand

factors,

transportation

and

storage

costs,

speculators,

agricultural, energy

and trade

policies in

the U.S.

and internationally

and global

instability that

could disrupt

the

supply chain.

An important competitive advantage

for Cal-Maine Foods is

our ability to meet

our customers’ evolving needs

with a favorable

mix of

branded and

private-label products

of conventional

and specialty

eggs, including

cage-free, organic,

brown, free-range,

pasture-raised and nutritionally-enhanced eggs as well as egg products.

CAGE-FREE EGGS

Ten

states

have

passed

legislation

regulations

mandating

minimum

space

cage-free

requirements

for

egg

production

mandated

the

sale

only

cage-free

eggs

and

egg

products

their

states,

with

implementation

these

laws

ranging

from

January

2022

January

2030.

These

states

represent

approximately

27%

the

U.S.

total

population

according

the 2020

U.S.

Census.

California,

Massachusetts,

Colorado,

Oregon,

Washington,

and

Nevada,

which

collectively

represent

approximately 20% of the total estimated U.S. population,

have cage-free legislation currently in effect.

A significant number of

our customers have announced

goals to either exclusively offer

cage-free eggs or significantly

increase

the

volume

cage-free

egg

sales

the

future,

subject

most

cases

availability

supply,

affordability

and

consumer

demand,

among

other

contingencies.

Our

customers

typically

not

commit

long-term

purchases

specific

quantities or

types

eggs

with

us,

and

result,

difficult

accurately

predict

customer

requirements

for

cage-free

eggs.

are

focused

adjusting

our

cage-free

production

capacity

with

goal

meeting

the

future

needs

our

customers

light

changing state requirements

and our

customer’s goals.

As always, we

strive to offer

a product

mix that aligns

with current

and

anticipated

customer

purchase

decisions.

are

engaging

with

our

customers

help

them

meet

their

announced

goals

and

needs. We

have invested significant capital

in recent years to acquire

and construct cage-free facilities, and

we expect our focus

for future

expansion will

continue to

include cage-free

facilities. Our

volume of

cage-free egg

sales has

continued to

increase

and account for a larger share of our

product mix. Cage-free egg revenue represented approximately

25.6% of our total net shell

egg revenue for the

first quarter of fiscal year

2025. At the same time,

we understand the importance

of our continued ability to

provide

conventional

eggs

order

provide

our

customers

with

variety

egg

choices

and

address

hunger

our

communities.

For

additional

information,

see

the

2024

Annual

Report,

Part

Item

“Business

–

Specialty

Eggs,”

“Business

–

Growth

Strategy” and

“Business –

Government

Regulation,” and

the first

risk factor

in Part

I Item

1A, “Risk

Factors” under

the sub-

heading “Legal and Regulatory Risk Factors.”

ACQUISITIONS

During the

first quarter

of fiscal

2025,

we acquired

substantially all

the commercial

shell egg

production,

processing and

egg

products

breaking

assets

ISE

America,

Inc.

and

certain

its

affiliates

(“ISE”).

The

assets

acquired

included

commercial

shell

egg

production

and

processing

facilities

with

capacity

the

time

acquisition

approximately

4.7

million

laying

hens, including

1.0 million cage-free,

and 1.2 million

pullets, feed mills,

approximately 4,000

acres of land,

inventories and an

egg products breaking facility.

The acquired assets also include an extensive customer

distribution network across the Northeast

and Mid-Atlantic

states, and

production operations

in Maryland,

New Jersey,

Delaware and

South Carolina.

These production

assets

are

our

first

Maryland,

New

Jersey

and

Delaware.

believe

this

acquisition

provides

with

opportunity

Index

significantly enhance

our market reach

in the Northeast

and Mid-Atlantic states.

See further discussion

Note 2 – Acquisition

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

Report.

second

quarter

2024,

acquired

the

assets

Fassio

Egg

Farms,

Inc.(“Fassio”),

its

commercial

shell

egg

production and processing

business. Fassio owned

and operated commercial

shell egg production

and processing facilities

with

capacity

the

time

acquisition

approximately

1.2

million

laying

hens,

primarily

cage-free,

feed

mill,

pullets,

fertilizer production and composting operation and land

located in Erda, Utah, outside Salt Lake City.

This acquisition provided

us with

an opportunity

to expand

our market

presence in

Utah and

the western

U.S., particularly

for cage-free

eggs. In

fourth

quarter

2024,

acquired

broiler

processing

plant,

hatchery

and

feed

mill

Dexter,

Missouri

that

were

closed

Tyson

Foods, Inc. in 2023 and that we are repurposing for use in shell egg and egg products production.

Following the end of first quarter 2025, we announced that we completed

a strategic investment with Crepini,

LLC, establishing

new

egg

products

and

prepared

foods

venture.

See

further

discussion

Note

–

Subsequent

Events

the

Notes

Condensed Consolidated Financial Statements included in this Quarterly

Report

HPAI

Outbreaks of HPAI

have continued to

occur in U.S. poultry

flocks. From the

resurgence beginning

in November 2023

until the

last reported

case in

commercial layer

hens in

July 2024,

approximately 33.1

million commercial

laying hens

and pullets

have

been depopulated.

During the

third and fourth

quarters of fiscal

2024, we experienced

HPAI

outbreaks within

our facilities located

in Kansas and

Texas,

resulting in

total depopulation

of approximately

3.1 million

laying hens

and 577,000

pullets. Both

locations have

been

cleared

the

USDA to

resume

operations.

Repopulation

began

during

the first

quarter

fiscal

2025

and

is expected

completed before calendar year end.

remain

dedicated

to robust

biosecurity

programs

across our

locations;

however,

no farm

is immune

from HPAI.

HPAI

currently

widespread

the

wild

bird

population

worldwide.

The

extent

possible

future

outbreaks,

with

heightened

risk

during the

migration seasons,

and more

recent HPAI

events, which

have been

directly linked

to dairy

cattle operations,

cannot

be predicted.

According to

the U.S.

Centers for

Disease Control

and Prevention,

the human health

risk to

the U.S. public

from

the HPAI

virus is considered

to be low.

Also, according to

the USDA, HPAI

cannot be transmitted

through safely handled

and

properly cooked eggs. There

is no known risk related

to HPAI

associated with eggs that are

currently in the market and no

eggs

have

been

recalled.

For

additional

information,

see

the

2024

Annual

Report,

Part

Item

“Management’s

Discussion

and

Analysis of Financial Condition and Results of Operations – HPAI.”

EXECUTIVE OVERVIEW

For the first quarter of

fiscal 2025, we recorded a gross

profit of $247.2 million, compared

to $45.4 million, for the

same period

of fiscal 2024,

primarily driven by an increase in the net average selling price

of shell eggs as well as an increase in total dozens

sold. In the first

quarter of fiscal 2025,

we sold a record

amount of total shell eggs

and specialty shell eggs,

reflecting favorable

demand for

shell eggs during

most of the

quarter.

Our results were

also positively

impacted by

lower feed costs

and our recent

acquisitions discussed above.

Our

net

average

selling

price

per

dozen

for

the

first

quarter

fiscal

2025

was

$2.392

compared

$1.589

the

prior-year

period. Conventional

egg prices

per dozen

were $2.424

compared to

$1.241 for

the prior-year

period, and

specialty egg

prices

per dozen were $2.335

compared to $2.278 for the

prior-year period. Egg

prices in the first quarter

of fiscal 2025 were elevated

compared

to the

prior-year

period

primarily

due

the resurgence

HPAI

outbreaks,

which

decreased

supply,

among

other

factors.

According

the

USDA,

the

monthly

average

size

the

layer

hen

flock

from

June

through

August

(which

most

closely aligns with

our first fiscal quarter)

2024 was approximately

305 million hens,

which was a decrease

of 9 million layers

or 2.9%,

compared to

the same

period in

the prior

year.

The daily

average price

for the

Urner Barry

southeast large

index for

the

first

quarter

fiscal

2025

increased

125.6%

from

the

comparable

period

the

prior

year

and

was

volatile

during

the

quarter

with

low

$2.54

and

high

$4.63

the

end

the

quarter.

Subsequent

quarter-end,

prices

have

dropped

significantly. For

more information about historical shell egg prices, see Part I Item I of our 2024 Annual

Report.

Our dozens sold

for the first quarter

of fiscal 2025

increased 13.5% compared

to fiscal 2024.

had an increase

in production

capacity with the

acquisitions of the

commercial shell egg

production and processing

business of ISE

during the first quarter

fiscal

2025

and

Fassio

during

the

second

quarter

fiscal

2024,

which

was

partially

offset

the

temporary

decrease

production due to the HPAI

outbreaks at our facilities in Kansas and Texas

during the third and fourth quarters of fiscal 2024.

Index

Our farm

production costs

per dozen

produced for

the first

quarter

of fiscal

2025 decreased

11.7%,

or $0.12

compared to

the

prior year period, primarily

due to lower feed costs. Feed

costs per dozen produced

decreased 17.3%, or $0.10,

compared to the

first

quarter

fiscal

2024,

primarily

due

lower

feed

ingredient

prices.

For

information

about

historical

corn

and

soybean

meal prices,

see Part

I Item

I of

our 2024

Annual Report.

Our egg

purchases and

other (including

changes in

inventory) costs

increased

$107.7

million

quarter-over-quarter,

primarily

due

higher

shell

egg

prices

well

increase

dozens

purchased due to the loss of production caused by the HPAI

outbreaks at our facilities as described above .

RESULTS OF

OPERATIONS

The following

table sets forth,

for the periods

indicated, certain

items from

our Condensed Consolidated

Statements of Income

expressed as a percentage of net sales.

Thirteen Weeks

Ended

August 31, 2024

September 2, 2023

Net sales

100.0

Cost of sales

68.5

90.1

Gross profit

31.5

9.9

Selling, general and administrative

7.9

11.3

Gain on disposal of fixed assets

(0.2)

—

Operating income (loss)

23.8

(1.4)

Total other income, net

1.4

1.6

Income before income taxes

25.2

0.2

Income tax expense

6.2

0.1

Net income

19.0

0.1

Less: Loss attributable to noncontrolling interest

—

(0.1)

Net income attributable to Cal-Maine Foods, Inc.

19.0

0.2

NET SALES

Total

net sales for

the first quarter

of fiscal 2025

were $785.9 million

compared to $459.3

million for the

same period of

fiscal

2024.

Net shell

egg sales

represented 95.5%

and 95.2%

of total

net sales

for the

first quarters

of fiscal

2025 and

2024, respectively.

The Company’s

shell egg offerings

for both branded

and private-label products,

include specialty and

conventional shell eggs.

Specialty shell eggs include cage-free, organic,

brown, free-range, pasture-raised and nutritionally enhanced

eggs. Conventional

shell eggs sales represent all

other shell egg sales not sold

as specialty shell eggs. Shell egg sales

classified as “Other” represent

sales of miscellaneous byproducts and resale products included with our shell

egg operations.

The Company’s egg products

offerings

include liquid and frozen egg products and hard-cooked eggs.

Index

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

sales (in thousands, except percentage data):

Thirteen Weeks

Ended

August 31, 2024

September 2, 2023

Total net sales

785,871

459,344

Conventional

484,736

64.6

225,280

51.6

Specialty

256,777

34.2

208,681

47.7

Egg sales, net

741,513

98.8

433,961

99.3

Other

9,183

1.2

3,160

0.7

Net shell egg sales

750,696

100.0

437,121

100.0

Net shell egg sales as a percent of total net sales

95.5

95.2

Dozens sold:

Conventional

199,989

64.5

181,530

66.5

Specialty

109,990

35.5

91,596

33.5

Total dozens sold

309,979

100.0

273,126

100.0

Net average selling price per dozen:

Conventional

2.424

1.241

Specialty

2.335

2.278

All shell eggs

2.392

1.589

Egg products sales:

Egg products net sales

35,175

22,223

Pounds sold

21,051

19,353

Net average selling price per pound

1.671

1.148

Shell egg net sales

First Quarter – Fiscal 2025

vs. Fiscal 2024

In the

first quarter

of fiscal

2025,

conventional

egg sales

increased

$259.5 million,

or 115.2%,

compared to

the first

quarter

fiscal

2024,

primarily

due

95.3%

increase

the

prices

for

conventional

eggs,

which

resulted

$236.6 million increase in

net sales, and a 10.2%

increase in the volume of

conventional eggs sold, which resulted

in a

$22.9

million

increase

net

sales.

Results

for

the

first

quarter

2025

were

positively

impacted

our

recent

acquisitions discussed above.

Specialty egg sales increased $48.1 million, or

23.0%, in the first quarter of fiscal 2025 compared

to the first quarter of

fiscal 2024, primarily

due to an 20.1%

increase in the volume

of specialty eggs

sold, which resulted in

a $41.9 million

increase in

net sales

and a

2.5% increase

in prices

for specialty

eggs, which

resulted in

a $6.3

million increase

in net

sales.

Demand

for

specialty

eggs

increased

the

first

quarter

fiscal

2025

conventional

egg

prices

rose.

Our

sales

volume benefited

as we sold

20.1% more

specialty eggs by

volume in

the first quarter

of fiscal 2025

versus the prior-

year period. Additionally,

demand continues to be impacted by

cage-free requirements becoming effective

for Nevada,

Oregon and Washington

on January 1, 2024.

See “Executive Overview” above for additional discussion.

Egg products net sales

First Quarter – Fiscal 2025

vs. Fiscal 2024

Egg

products

net

sales

increased

$13.0

million,

58.3%,

for

the

first

quarter

fiscal

2025

compared

the

same

period of fiscal 2024, primarily

due to a 45.6%

selling price increase, which had a $11.0

million positive impact on net

sales.

Index

Our egg products

net average selling

price increased in

the first quarter

of fiscal 2025,

compared to the

first quarter of

fiscal 2024, as the supply of shell eggs used to produce egg products was lower due

to the impact of HPAI

COST OF SALES

Cost of

sales consists

costs directly

to producing,

processing

and

packing

shell eggs,

purchases

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 (including

labor), 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):

Thirteen Weeks

Ended

August 31, 2024

September 2, 2023

Change

Cost of Sales:

Farm production

241,701

253,507

(4.7)

Processing, packaging, and warehouse

91,711

81,906

12.0

Egg purchases and other (including change in inventory)

168,449

60,797

177.1

Total shell eggs

501,861

396,210

26.7

Egg products

36,792

17,701

107.9

Total

538,653

413,911

30.1

Farm production costs (per dozen produced)

Feed

0.494

0.597

(17.3)

Other

0.421

0.439

(4.1)

Total

0.915

1.036

(11.7)

Outside egg purchases (average cost per dozen)

2.83

1.65

71.5

Dozens produced

266,839

250,365

6.6

Percent produced to sold

86.1%

91.7%

(6.1)

Farm Production

First Quarter – Fiscal 2025

vs. Fiscal 2024

Feed costs per dozen produced decreased 17.3% in the first quarter

of fiscal 2025

compared to the first quarter of fiscal

2024. This

decrease was

primarily due

to lower

prices for

corn and

soybean meal,

our primary

feed ingredients.

The

decrease

feed

cost

per

dozen

resulted

decrease

cost

sales of

$27.5

million

for

the

first

quarter

fiscal

2025

compared to the prior period quarter.

For the

first quarter

of fiscal

2025, the

average Chicago

Board of

Trade

(“CBOT”) daily

market price

was $4.03

per

bushel

for

corn

and

$340

per

ton

soybean

meal,

representing

decreases

24.0%

and

19.5%,

respectively,

compared to the average CBOT daily market prices for the first quarter

of fiscal 2024.

Other farm

production costs decreased

primarily due

to lower flock

amortization. Feed

costs reached their

peak in the

second quarter

of fiscal

2023 and

have since

trended downward.

Lower costs

result in

lower capitalized

values of

the

flocks during the grow out phase, which reduced amortization cost over time.

Current

indications

for

corn

project

overall

better

stocks-to-use

ratio

implying

potentially

lower

prices

the

near

term;

however, as long

as outside factors remain uncertain

(including weather patterns and

global supply chain disruptions), volatility

could remain.

Processing, packaging, and warehouse

First Quarter – Fiscal 2025

vs. Fiscal 2024

Processing, packaging, and warehouse costs increased 12.0

compared to the first quarter of fiscal 2024

due to a 7.5%

increase in the volume of processed dozens as well as an increase in costs of packaging

materials.

Index

Egg purchases and other (including change in inventory)

First Quarter – Fiscal 2025

vs. Fiscal 2024

Costs in

this category

increased primarily

due to

higher shell

egg prices

as the

average cost

per dozen

of outside

egg

purchases

increased

71.5%

compared

first

quarter

fiscal

2024,

well

increase

67.5%

dozens

purchased due to the loss of

production caused by the HPAI

outbreaks

at our facilities in Kansas and Texas

in the third

and fourth quarters of fiscal 2024.

GROSS PROFIT

Gross profit, as a percentage of net sales, was 31.5% for the first quarter

of fiscal 2025 compared to 9.9% for the same period of

fiscal 2024.

The increase was

primarily due to

higher net average

selling price as

well as lower

feed ingredient prices,

partially

offset by the increase in volume and price of outside egg purchases

SELLING, GENERAL, AND ADMINISTRATIVE

EXPENSES

Selling,

general,

and

administrative

(“SGA”)

expenses

include

costs

delivery,

marketing,

and

other

general

and

administrative expenses.

Delivery expense includes

contract trucking

expense and

all costs to

maintain and operate

our fleet of

trucks to

deliver products

to customers

including the

related payroll

expenses. Marketing

expense includes

franchise fees

that

are

submitted

Eggland’s

Best,

Inc.

support

the

EB brand,

brokerage

and

commission

fees,

and

other

general

marketing

expenses

such

payroll

expenses

for

our

in-house

sales

team.

Other

general

and

administrative

expenses

include

corporate

payroll

expenses

and

other

general

corporate

overhead

costs.

The

following

table

presents

analysis

our

SGA

expenses (in thousands):

Thirteen Weeks

Ended

August 31, 2024

September 2, 2023

$ Change

% Change

Delivery expense

21,064

17,691

3,373

19.1

Marketing expense

14,352

12,463

1,889

15.2

Other general and administrative expenses

26,516

22,092

4,424

20.0

Total

61,932

52,246

9,686

18.5

First Quarter – Fiscal 2025

vs. Fiscal 2024

Delivery expense

The

increased

delivery

expense

primarily

due

increase

dozens

sold

the

first

quarter

fiscal

2025

compared to the first quarter of fiscal 2024.

Marketing expense

The

increase

marketing

expense

primarily

due

increase

franchise

fees

specialty

egg

sales

increased

compared to the first quarter of fiscal 2024.

Other general and administrative expense

The increase

in other

general and

administrative

expense

is primarily

due

to costs

associated

with the

acquisition

ISE assets that occurred during the first quarter of fiscal 2025 as well as an increase

in insurance costs.

OPERATING

INCOME (LOSS)

For

the

first

quarter

fiscal

2025,

recorded

operating

income

$187.0

million

compared

operating

loss

$6.8

million for the same period of fiscal 2024.

OTHER INCOME (EXPENSE)

Total

other

income

(expense)

consists

items

not

directly

charged

operations,

such

interest

income

and

expense, equity in income or loss of unconsolidated

entities, and patronage income, among other items. Patronage

dividends are

paid to us from our membership in the EB cooperative.

Index

For the

first quarter

of fiscal

2025,

we earned

$9.9 million

of interest

income compared

to $7.5

million for

the same

period of

fiscal 2024,

primarily due to higher average

cash and cash equivalents and

investment securities available-for-sale balances

and

yields.

The

Company

recorded

interest

expense

$160

thousand

and

$142

thousand

for the

first

quarters

ended

August

31,

2024 and September 2, 2023, respectively.

INCOME TAXES

For the

first quarter

of fiscal

2025, our

pre-tax income

was $198.0

million, compared

to $733

thousand for

the first

quarter of

fiscal 2024.

Income tax

expense of

$48.4 million

was recorded

for first

quarter 2025

with an

effective

tax rate

of 24.4%.

For

first quarter 2024,

income tax expense

was $322 thousand

with an effective

tax rate of

43.9%. The higher

effective tax

rate for

first quarter

of fiscal

2024 is

primarily

due to

the loss

attributable

to our

noncontrolling interest.

Taxable

income for

the

first

quarter

of fiscal

2024

was $1.2

million

and

excludes

the

loss attributable

noncontrolling

interest

$515

thousand,

which

represents an effective tax rate of 25.7%.

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.

NET INCOME ATTRIBUTABLE

TO CAL-MAINE FOODS, INC.

Net income

attributable to

Cal-Maine Foods,

Inc. for

the first quarter

ended August

31, 2024

was $150.0

million, or

$3.08 per

basic and $3.06

per diluted common

share, compared to

net income attributable

to Cal-Maine Foods,

Inc. of $926

thousand, or

$0.02 per basic and diluted common share, for the same period of fiscal

2024.

LIQUIDITY AND CAPITAL

RESOURCES

Working

Capital and Current Ratio

Our working capital was $1.0 billion

at both August 31, 2024 and June 1, 2024.

The calculation of working capital is defined

current

assets

less

current

liabilities.

Our

current

ratio

was

4.1

August

31,

2024,

compared

with

5.5

June

2024.

The

current ratio is calculated by dividing current assets by current liabilities.

Cash Flows from Operating Activities

For

the thirteen

weeks

ended August

31, 2024,

$117.5

million

in net

cash

was

provided by

operating

activities,

compared

$23.7

million

provided

operating

activities

for

the

comparable

period

fiscal

2024.

The

increase

cash

flow

from

operating activities

resulted primarily

from higher

net average

selling prices

per dozen

as well

as a

decrease in

feed ingredient

costs compared to the prior-year period.

Cash Flows from Investing Activities

For the thirteen

weeks ended August

31, 2024,

$135.9 million

was used in

investing activities, primarily

due to the

acquisition

assets

ISE,

and

purchases

property,

plant

and

equipment.

This

compares

$80.9

million

provided

investing

activities in

the same

period of

fiscal 2024,

primarily due

to sales and

maturities of

investment securities.

Sales and

maturities

of investment

securities were

$209.7 million

in first

quarter of

fiscal 2025

and purchases

of investment

securities were

$202.2

million during the period. Sales and maturities of investment

securities were $135.8 million in the first quarter fiscal

2024

while

purchases

investment

securities

were

$28.3

million

during

the

period.

The

increase

sales

and

maturities

investment

securities is primarily due

to the maturities of short-term

investments during first quarter 2025.

Purchases of property,

plant and

equipment were

$35.8 million

and $26.7

million in the

first quarters

of fiscal

2025 and

2024, respectively,

primarily reflecting

progress on our construction projects.

Cash Flows from Financing Activities

paid dividends of $37.8

million for the thirteen

weeks ended August 31,

2024 compared to $37.0

million in the same

prior-

year period.

Index

As of

August 31,

2024,

cash decreased

$56.2 million

since June

1, 2024,

compared to

an increase

of $67.5

million during

the

same period

of fiscal

2024.

The decrease

is primarily

due

to the

acquisition

of assets

ISE during

the first

quarter of

fiscal

2025.

Credit Facility

had

no long-term

debt outstanding

at August

31, 2024

or June

1, 2024.

On November

15, 2021,

we entered

into a

credit

agreement

that

provides

for

senior

secured

revolving

credit facility

(the

“Credit

Facility”),

initial

aggregate

principal

amount

$250

million

with

five-year

term.

August

31,

2024,

amounts

were

borrowed

under

the

Credit

Facility. We

have $4.7 million

in outstanding standby

letters of credit issued

under our Credit

Facility for the

benefit of certain

insurance companies.

Refer to

Part II

Item 8,

Notes to

Consolidated

Financial Statements

and Supplementary

Data, Note

10 -

Credit Facility included in our 2024

Annual Report for further information regarding our long-term debt.

Dividends

accordance

with

our

variable

dividend

policy,

will

pay

cash

dividend

totaling

approximately

$50.0

million,

approximately

$1.019 per

share, to

holders of

our Common

Stock and

Class A

Common Stock

with respect

to our

first fiscal

quarter

2025.

The

amount

paid

per

will

vary

based

the

number

outstanding

the

record

date.

The

dividend is payable on November 14, 2024 to holders of record on October 30,

2024.

Material Cash Requirements

Material cash

requirements for

operating activities

primarily consist

of feed

ingredients, processing,

packaging and

warehouse

costs, employee related

costs, and other

general operating expenses,

which we expect

to be paid

from our cash

from operations

and cash and

investment securities on

hand for at

least the next

12 months. While

volatile egg prices

and feed ingredient

costs,

among

other

things,

make

long-term

predictions

difficult,

have

substantial

liquid

assets

and

availability

under

our

Credit

Facility to fund future operating requirements.

Our material

cash requirements

for capital

expenditures consist

primarily of

our construction

projects to increase

our cage-free

production

capacity.

continue

monitor

the

increasing

demand

for

cage-free

eggs and

engage

with

our

customers

efforts

achieve

a smooth

transition

toward

their

announced

timelines

for

cage-free

egg

sales. The

following

table presents

material construction projects approved as of August 31, 2024 (in

thousands):

Project(s) Type

Projected

Completion

Projected Cost

Spent as of August

31, 2024

Remaining

Projected Cost

Cage-Free Layer & Pullet Houses

Fiscal 2025

81,429

73,945

7,484

Dexter, MO Processing and Hatchery

Renovations

Fiscal 2025

6,204

4,704

1,500

Feed Mills

Fiscal 2026

16,593

4,565

12,028

Cage-Free Layer & Pullet Houses

Fiscal 2026

135,905

115,420

20,485

240,131

198,634

41,497

We believe our

current cash balances, investments, projected cash flows from operations, and available

borrowings under our

Credit Facility will be sufficient to fund our capital expenditure

cash needs for at least the next 12 months and to fund our

capital commitments currently in place thereafter.

IMPACT OF

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

2024 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

thirteen weeks ended August 31, 2024 from the

information provided in Part II Item 7A, Quantitative and Qualitative Disclosures About

Market Risk in our 2024 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 August 31, 2024 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

August

31, 2024

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

our internal control over financial reporting.

Index

PART

II. OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

Refer

the

discussion

certain

legal

proceedings

involving

the

Company

and/or

its

subsidiaries

(i)

our

2024

Annual

Report,

Part

Item

Legal

Proceedings,

and

Part

Item 8,

Notes

Consolidated

Financial

Statements

and

Supplementary

Data,

Note

Commitments

and

Contingencies,

and

(ii)

this

Quarterly

Report

Note 10

- Commitments and

Contingencies

the

Notes

Condensed

Consolidated

Financial

Statements,

which

discussions

are

incorporated

herein

reference.

ITEM 1A.

RISK

FACTORS

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

Company’s 2024 Annual

Report.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF

PROCEEDS

The following table is a summary of our first quarter 2025 share repurchases:

Issuer Purchases of Equity Securities

Total

Number of

Maximum Number

Shares Purchased

of Shares that

Total

Number

Average

as Part of Publicly

May Yet

of Shares

Price Paid

Announced Plans

Purchased Under the

Period

Purchased (1)

per Share

Or Programs

Plans or Programs

06/02/24 to 06/29/24

—

06/30/24 to 07/27/24

502

66.86

—

07/28/24 to 08/31/24

—

502

66.86

—

(1)

As permitted under our Amended and Restated 2012

Omnibus Long-Term Incentive Plan, these shares were withheld by us to satisfy

tax withholding

obligations for employees in connection with the vesting of restricted

common stock.

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

Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 in the

Registrant’s Form 10-K, filed July 23, 2024)

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.

Index

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:

October 1, 2024

/s/ Max P.

Bowman

Max P.

Bowman

Vice President, Chief Financial

Officer

(Principal Financial Officer)

໿

Date:

October 1, 2024

/s/ Matthew S. Glover

Matthew S. Glover

Vice President – Accounting

(Principal Accounting Officer)

໿

Positive
Negative
Uncertain
Constraining
Legalese
Litigous
Readability	6th grade V good

Cal-Maine Foods (CALM) 10-Q2025 Q1 Quarterly report

Content analysis