What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2022-03-29 compared with 2021-12-28 · 630 added, 607 removed, 415 unchanged (75% of the section changed)

4 unchanged sentences

(in thousands, except for par value amounts)

November 27, 2021

February 26, 2022

Current assets:

2 unchanged sentences

Trade and other receivables, net

Income tax receivable

Prepaid expenses and other current assets

Total current

Property, plant &

equipment, net

Total current assets

Property, plant & equipment, net

Finance lease right-of-use asset, net

8 unchanged sentences

Current portion of operating lease obligation

Total current

Total current liabilities

Long-term finance lease obligation

1 unchanged sentence

Other noncurrent liabilities

Deferred income taxes

Deferred income taxes, net

Total liabilities

Commitments and contingencies - see

Commitments and contingencies - see Note 13

Stockholders’ equity:

7 unchanged sentences

Common stock in treasury at cost –

shares at November 27, 2021 and

shares at February 26, 2022 and

shares at May 29, 2021

Total Cal-Maine Foods,

Total Cal-Maine Foods, Inc.

stockholders’ equity

Noncontrolling interest in consolidated entity

Total stockholders’

Total Liabilities and Stockholders’

Total stockholders’ equity

Total Liabilities and Stockholders’ Equity

See Notes to Condensed Consolidated Financial Statements.

1 unchanged sentence

and Subsidiaries

Condensed Consolidated Statements of Operations

Condensed Consolidated Statements of Income

(in thousands, except per share amounts)

Thirteen Weeks

Twenty-six Weeks

Thirteen Weeks Ended

Thirty-nine Weeks Ended

February 26, 2022

February 27, 2021

February 26, 2022

February 27, 2021

Cost of sales

5 unchanged sentences

Royalty income

Patronage dividends

Equity income of unconsolidated entities

Total other income, net

Income (loss) before income taxes

Income tax (benefit) expense

Net income (loss)

Income before income taxes

Income tax expense (benefit)

Loss attributable to noncontrolling interest

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

Net income (loss) per common share:

Weighted average

shares outstanding:

Net income attributable to Cal-Maine Foods, Inc.

Net income per common share:

Weighted average shares outstanding:

See Notes to Condensed Consolidated Financial Statements.

2 unchanged sentences

Condensed Consolidated Statements of

Comprehensive Income (Loss)

Comprehensive Income

(in thousands)

Thirteen Weeks

Twenty-six Weeks

Net income (loss)

Thirteen Weeks Ended

Thirty-nine Weeks Ended

February 26, 2022

February 27, 2021

February 26, 2022

February 27, 2021

Other comprehensive income (loss), before tax:

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

Unrealized holding loss on available-for-sale

securities, net of reclassification adjustments

Income tax benefit (expense) related to items of other

Income tax benefit related to items of other

comprehensive income

Other comprehensive income (loss), net of tax

Comprehensive income (loss)

Other comprehensive loss, net of tax

Comprehensive income

Comprehensive loss attributable to the

noncontrolling interest

Comprehensive income (loss) attributable to Cal-Maine

Comprehensive income attributable to Cal-Maine

See Notes to Condensed Consolidated Financial Statements.

3 unchanged sentences

(in thousands)

Twenty-six Weeks

November 27, 2021

November 28, 2020

Thirty-nine Weeks Ended

February 26, 2022

February 27, 2021

Cash flows from operating activities:

2 unchanged sentences

Other adjustments, net

Net cash used in operations

Net cash provided by operations

Cash flows from investing activities:

1 unchanged sentence

Sales and maturities of investment securities

Investment in unconsolidated entities

Distributions from unconsolidated entities

Acquisition of business, net of cash acquired

Purchases of property,

plant and equipment

Net proceeds from disposal of property,

plant and equipment

Purchases of property, plant and equipment

Net proceeds from disposal of property, plant and equipment

Net cash used in investing activities

16 unchanged sentences

Basis of Presentation

Therefore, they

include all of

the information

and footnotes

generally accepted

accounting principles

adjustments that are, in

the opinion of management, necessary

to a fair statement of

the results for the interim

periods presented

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

Therefore, they do

not include all

of the information

and footnotes required

by generally accepted

accounting principles in

adjustments that are, in the opinion of management, necessary to a fair

statement of the results for the interim periods presented

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

The Company's

the three-month

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

13 weeks and 26 weeks, respectively.

year-to-date periods

ended on February 26, 2022 and February 27, 2021 included 13 weeks and 39 weeks, respectively

Use of Estimates

The preparation of the

consolidated financial statements in

conformity with GAAP requires management

to make estimates and

the consolidated

financial statements

and accompanying

The preparation of the consolidated financial statements in conformity with GAAP requires management to make

estimates and

assumptions that

amounts reported

consolidated financial

statements and

accompanying notes.

Actual results

could differ from those estimates.

The severity,

magnitude and duration, as well as

the economic consequences of the COVID-19

pandemic, are uncertain, rapidly

The severity, magnitude and duration, as well as the economic consequences of the COVID-19 pandemic, are uncertain, rapidly

periods in response to COVID-19.

2 unchanged sentences

securities are

accordance with

accounted for

in accordance

320, “Investments

Equity Securities”

Securities” (“ASC

available-for-sale.

current, because the

amounts invested are available

for current operations.

current, because the amounts invested are available for

current operations.

Available-for-sale

securities are carried at

securities are carried at fair value,

with unrealized

losses reported

separate component

of stockholders’

the rating of

its debt securities

agencies and economic

conditions to assess

any expected credit

losses through

the allowance

losses, limited

to the amount

that fair value

was less than

the amortized

regularly evaluates

changes to the

rating of its

debt securities by credit

agencies and economic conditions

to assess and

record any expected credit

losses through the

allowance for credit

losses, limited to

the amount that

fair value was

less than the

amortized cost basis.

available-for-sale

identification

Gains and losses are recognized in other income

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

Condensed Consolidated Statements

Consolidated Balance Sheets.

Trade Receivables

Gains and losses are recognized in other income (expenses) as Other, net in the Company's Condensed Consolidated Statements

Investments in

are classified

long-term assets”

Condensed Consolidated

Balance Sheets.

Trade Receivables

are stated at

their carrying values,

which include a

reserve for credit

respectively.

customers based on

an evaluation of

each customer's financial

condition and credit

Collateral is generally

not required.

receivables are

their carrying

values, which

credit losses.

forward-looking

respectively.

customers based on an

evaluation of each customer's financial

condition and credit history.

Collateral is generally not required.

historical loss information adjusted as needed for economic and other forward-looking factors.

Business Combinations

non-financial

Company applies

accounting guidance

non-financial assets

liabilities associated

with business

acquisitions.

liabilities are

purchase price

1 unchanged sentence

Our internal valuation methodology for non-financial assets considers the

remaining estimated life of the assets acquired and what management

believes is the market value for those assets.

remaining estimated life of the assets acquired and what management believes is the market value for those assets.

Change in Accounting Principle

1 unchanged sentence

The guidance replaces the prior “incurred loss” approach with

measurement of

credit losses

for financial

loss” model and

requires measurement of

all expected credit

financial assets held

reporting date

5 unchanged sentences

the period of

evaluated its current

methodology of

estimating allowance for

doubtful accounts and

The Company evaluated

its current methodology of

estimating allowance for doubtful

accounts and the

guidance and recorded a $

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

Immaterial Error Correction

River”), including

certain liabilities.

third quarter

2022, management

corresponding other

wholly-owned subsidiaries

Condensed Consolidated

Statements of Income.

The errors resulted in

an overstatement of Net Sales and Cost

of Sales of $

million in the first quarter

income (loss) or Net income (loss) per share.

quantitatively

qualitatively

99 Materiality, and

108 Considering

Misstatements

Statements, and

was not material

condensed consolidated

financial statements

second quarters

that correcting

the cumulative

ended February 26, 2022.

Accordingly, we have reflected the correction of the immaterial errors as a reduction of Net Sales and

Cost of Sales in the accompanying Condensed Consolidated Statements of Income for the thirty-nine weeks ended February 26,

Note 2 – Acquisition

1 unchanged sentence

including certain liabilities.

As a result of

the acquisition, Red River

became a wholly owned

As a result of the

acquisition, Red River became a wholly owned

subsidiary of

Red River owns and

operates a specialty

shell egg production

Red River owns and operates

a specialty shell egg production

complex with approximately

11 unchanged sentences

Deferred income taxes

Total identifiable

Total identifiable net assets

accounts receivable

liabilities assumed

carrying value

which approximates

acquired along

with liabilities

their carrying

fair value due to the short maturity of these instruments.

Inventory consisted primarily

feed ingredients,

packaging, and egg

of flock, feed

ingredients, packaging, and

egg inventory.

Flock inventory was

valued at carrying

value as management believes

that their carrying value

best approximates their fair

Feed ingredients, packaging

value as management believes that their carrying value

best approximates their fair value.

Feed ingredients, packaging and egg

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

equipment were

valued utilizing

approach which

on replacement

or reproduction

the assets and subtracting any depreciation resulting from physical deterioration

and/or functional or economic obsolescence.

equipment were valued

utilizing the

cost approach which

replacement or reproduction

the assets and subtracting any depreciation resulting from physical deterioration and/or functional or economic obsolescence.

of remeasuring

held before the business combination.

was recorded in other income and expense under the

heading “Other, net” in the

The gain was recorded in other income and expense under the heading “Other, net” in the

Condensed Consolidated

1 unchanged sentence

acquisition of

million, which includes a $

million decrease in deferred income

tax expense related to the outside-basis

of our equity

million, which

million decrease

expense related

outside-basis of

corresponding

1 unchanged sentence

remeasurement

million deferred tax liability

for the difference

in the inside-basis

of the acquired

assets and liabilities assumed.

The recognition

tax liabilities resulted

recognition of

of the goodwill

recognized is

to be deductible for income tax purposes.

of deferred tax

liabilities resulted in

the recognition of

the goodwill recognized is

expected to be deductible for income tax purposes.

Note 3 - Investment

The following represents the Company’s

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

(in thousands):

November 27, 2021

The following represents the Company’s investment securities as of February 26, 2022 and May 29, 2021 (in thousands):

February 26, 2022

Municipal bonds

1 unchanged sentence

Corporate bonds

Certificates of deposits

Asset backed securities

Total current

investment securities

Total noncurrent

investment securities

Total current investment securities

Total noncurrent investment securities

Municipal bonds

3 unchanged sentences

Asset backed securities

Total current

investment securities

Total noncurrent

investment securities

Total current investment securities

Total noncurrent investment securities

Available-for-sale

1 unchanged sentence

maturities of

investment securities

available-for-sale

investment securities available-for-sale

million during

ended November

thirty-nine weeks ended February

February 27, 2021,

respectively.

Gross realized gains

for the thirty-nine

ended February 26, 2022 and February 27, 2021 were $

thousand and $

thousand, respectively.

Gross realized

twenty-six weeks

ended November

allowances for

credit losses

Actual maturities

from contractual

maturities as some

borrowers have

prepay obligations

Gross realized losses for

the thirty-nine weeks ended February 26, 2022 and February 27, 2021 were $

thousand and $

thousand, respectively.

allowances for credit losses at February 26, 2022 and May 29, 2021.

Actual maturities may differ

from contractual maturities as

some borrowers have

call or prepay

obligations with or

without penalties.

Contractual maturities of current investments at November

27, 2021 are as follows (in thousands):

Contractual maturities of current investments at February 26, 2022 are as follows (in thousands):

Estimated Fair Value

Within one year

ended November

realized losses for the twenty-six

weeks ended November 27, 2021.

sales of noncurrent

investment securities during the twenty-six weeks ended November

Note 4 - Fair Value

ended February

securities during the thirty-nine weeks ended February 27, 2021.

Note 4 - Fair Value Measurements

to categorize

4 unchanged sentences

transaction between

knowledgeable, and willing

parties able to engage in

the transaction.

A liability’s

fair value is defined

as the amount that would

knowledgeable, and willing parties able to engage in the

A liability’s fair value

is defined as the amount that would

the liability

transaction between

such parties,

settle the liability with the creditor.

- Quoted prices in active markets for identical assets or liabilities

prices included

are observable

directly or indirectly,

quoted prices

observable for

or liability,

directly or indirectly, including:

Quoted prices for similar assets or liabilities in active markets

1 unchanged sentence

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

Inputs derived principally from or corroborated by other observable

- Unobservable inputs for the asset or liability that are

supported by little or no market activity and that

Inputs derived principally from or corroborated by other observable market data

- 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 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

1 unchanged sentence

Lease obligations:

The carrying value of the Company’s lease obligations

is at its present value which approximates fair value.

Assets and Liabilities Measured at Fair

The carrying value of the Company’s lease obligations is at its present value which approximates fair value.

Assets and Liabilities Measured at Fair Value

on a Recurring Basis

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

29, 2021 (in thousands):

November 27, 2021

accordance with

hierarchy described

financial assets

liabilities measured at fair value on a recurring basis as of February 26, 2022 and May 29, 2021 (in thousands):

February 26, 2022

Municipal bonds

1 unchanged sentence

Corporate bonds

Certificates of deposits

Asset backed securities

Total assets measured at fair

Total assets measured at fair value

Municipal bonds

3 unchanged sentences

Asset backed securities

Total assets measured at fair

Total assets measured at fair value

Investment securities

available-for-sale

with maturities

classified as

securities with

maturities of

when purchased.

classified these securities as

current because amounts

invested are readily available

classified these securities as current because amounts invested are readily available

for current operations.

1 unchanged sentence

Note 5 - Inventories

Inventories consisted of the following as of November 27, 2021

and May 29, 2021 (in thousands):

November 27, 2021

Inventories consisted of the following as of February 26, 2022 and May 29, 2021 (in thousands):

February 26, 2022

Flocks, net of amortization

1 unchanged sentence

Feed and supplies

November 27, 2021 consisted of approximately

breeders (male and female chickens used to produce fertile eggs to

hatch for egg production flocks).

Our total flock at February

26, 2022 consisted of approximately

million pullets and breeders and

million layers.

Note 6 - Accrued Dividends Payable and Dividends per Common

accrue dividends at

each quarter according

to the Company’s

dividend policy adopted

of Directors.

pays a dividend

to shareholders

of its Common

Class A Common

a quarterly basis

Company reports

attributable to

Cal-Maine Foods,

in accordance

equal to one-third

(1/3) of such

quarterly income.

shareholders of record

as of the 60th

following the

of such quarter,

the fourth fiscal

the fourth quarter,

pays dividends

to shareholders of record on the 65th day after the

Dividends are payable on the 15th day following

the record date.

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

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

not pay a dividend

for a subsequent profitable

quarter until the Company

is profitable on a cumulative

basis computed from the

recent quarter

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

Note 6 - Accrued Dividends Payable and Dividends per Common Share

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

Company reports net

income attributable

accordance with

in an amount equal

to one-third (

) of such quarterly

Dividends are paid

to shareholders of record as

of the 60th day

following the last

such quarter,

except for the

fourth fiscal quarter.

For the fourth

Company pays dividends

to shareholders of record on the 65th day after the quarter end.

Dividends are payable on the 15th day following the record date.

Following a quarter for which the Company does not report net income attributable to Cal-Maine Foods, Inc., the Company will

not pay a dividend for a subsequent

profitable quarter until the Company is profitable on

a cumulative basis computed from the

date of the most

recent quarter for which

a dividend was paid.

For the third quarter

of fiscal 2022, we

cash dividend

of approximately $

per share to holders

of our Common Stock

and Class A Common

The amount of

the accrual is

recorded in Accounts payable and accrued expenses in the Company’s Condensed Consolidated Balance Sheets.

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

Thirteen Weeks

Twenty-six Weeks

Net income (loss)

Thirteen Weeks Ended

Thirty-nine Weeks Ended

February 26, 2022

February 27, 2021

February 26, 2022

February 27, 2021

Net income attributable to Cal-Maine Foods,

Cumulative losses to be recovered prior to

5 unchanged sentences

Class A common stock outstanding (shares)

Total common stock

outstanding (shares)

Total common stock outstanding (shares)

Dividends per common share*

income (loss) attributable to

Cal-Maine Foods, Inc.

for dividend ÷ Total

outstanding (shares).

Note 7 – Credit Facility

Restated Credit

Agreement (the

“Credit Agreement”)

“Administrative

Credit Facility

incremental senior

one or more times the revolving commitments under the Revolver.

As of November 27, 2021,

Credit Facility in

the aggregate up

adding one or

more incremental senior

secured term loans

or increasing

one or more times

the revolving commitments under

the Revolver.

As of February 26,

amounts were borrowed under

1 unchanged sentence

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

reserve adjusted

which Eurodollar

interbank market

interest period

Eurodollar Rate

the Applicable

The “Eurodollar

reserve adjusted rate

at which Eurodollar

deposits in the

London interbank market

for an interest

a fluctuating

Administrative

Agent, and (c) the Eurodollar Rate for

an interest period of

% per annum, subject to certain interest

Capitalization

quarterly pricing

Company will pay

a commitment fee

on the unused

portion of the

Credit Facility

Agent, and (c) the Eurodollar Rate for an interest period of

% per annum, subject to certain interest rate floors.

Capitalization Ratio

quarterly pricing date.

The Company will

pay a commitment

unused portion of

the Credit Facility

payable quarterly

1 unchanged sentence

quarterly pricing date.

The Credit Agreement contains customary provisions

regarding replacement of the Eurodollar Rate.

future wholly

“Guarantors”), and

first-priority perfected

security interest

in substantially

the Company’s

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

the incurrence

The Credit Agreement contains customary provisions regarding replacement of the Eurodollar Rate.

Credit Facility

guaranteed by

future wholly-owned

indirect domestic

subsidiaries of

Company (the “Guarantors”),

and is secured

by a first-priority

perfected security interest

in substantially all

of the Company’s

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

Agreement for

Facility contains

customary covenants,

including restrictions

incurrence of

additional debt,

other fundamental

corporate changes

incurrence of additional

debt, sales of

assets and other

fundamental corporate changes

and investments.

requires maintenance

financial covenants:

maximum Total

to Capitalization

Credit Agreement

requires maintenance of

two financial covenants:

(i) a maximum

Funded Debt to

Capitalization Ratio tested

no greater than

and (ii) a requirement

to maintain Minimum Tangible

and (ii) a requirement to maintain Minimum Tangible

at all times of $

Additionally,

the Credit Agreement

requires that Fred

spouse, natural children,

sons-in-law or grandchildren,

guardianship, conservatorship

or custodianship

for the primary

benefit of any

of the foregoing,

or any family

partnership, similar limited liability

company or other entity

% of the voting control

of such entity is held

by any of the

foregoing, shall maintain

% of the Company's

voting stock.

to satisfy any of

these covenants will constitute

default under the terms of

the Credit Agreement.

under the terms of the Credit

Agreement, payment of dividends under

payment of other

dividends or repurchases

by the Company

of its capital stock

is allowed, as long

as after giving

Additionally, the

Credit Agreement requires that Fred

spouse, natural children, sons-in-law or grandchildren,

any trust, guardianship,

conservatorship or custodianship for

the primary benefit of

foregoing, or any

family limited

partnership, similar limited liability company or other entity

% of the voting control of such

entity is held by any of the

foregoing, shall maintain at least

% of the Company's voting

Failure to satisfy any

of these covenants will constitute

default under the terms of the Credit Agreement.

Further, under

the terms of the Credit Agreement, payment of dividends under

payment of other dividends or

repurchases by the Company of

its capital stock is allowed,

as long as after giving

effect to such

repurchases no

is continuing

dividend payments

or repurchases

continuing and

equivalents of

Company and its subsidiaries plus availability under the Credit Facility equals

Company and its subsidiaries plus availability under the Credit Facility equals at least $

Agreement also

2 unchanged sentences

occurrence of

default, including acceleration

of the amounts due

under the Credit Facility

and foreclosure of

the collateral securing

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

the Credit Facility.

default, including acceleration of the amounts

due under the Credit Facility and

foreclosure of the collateral securing the

At February 26, 2022, we were in compliance with the covenant requirements of the Credit Facility.

Note 8 - Equity

The following reflects

equity activity for

the thirteen and

twenty-six weeks ended

November 27, 2021

and November 28,

(in thousands):

Thirteen Weeks

Ended November 27, 2021

The following reflects equity activity for the

thirteen and thirty-nine weeks ended February 26,

2022 and February 27, 2021 (in

Thirteen Weeks Ended February 26, 2022

Cal-Maine Foods, Inc.

Noncontrolling

Balance at August 28,

Balance at November

Other comprehensive

2 unchanged sentences

plan transactions

Contributions

Net income (loss)

Balance at November

Thirteen Weeks

Ended November 28, 2020

Balance at February

Thirteen Weeks Ended February 27, 2021

Cal-Maine Foods, Inc.

Balance at August 29, 2020

Other comprehensive loss, net of tax

Stock compensation plan

Contributions

Income (Loss)

Balance at November 28, 2020

Twenty-six Weeks

Ended November 27, 2021

Other comprehensive loss, net of tax

Stock compensation plan transactions

Balance at February 27, 2021

Thirty-nine Weeks Ended February 26, 2022

Cal-Maine Foods, Inc.

6 unchanged sentences

Contributions

Balance at November

Twenty-six Weeks

Ended November 28, 2020

Net income (loss)

Balance at February

Thirty-nine Weeks Ended February 27, 2021

Cal-Maine Foods, Inc.

Income (Loss)

Balance at May 30, 2020

1 unchanged sentence

Balance at May 31 2020

Other comprehensive income, net of

Stock compensation plan

Other comprehensive loss, net of tax

Stock compensation plan transactions

Contributions

Balance at November 28, 2020

Note 9 - Net Income (Loss) per Common Share

income (loss)

weighted average

Balance at February 27, 2021

Note 9 - 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

weighted-average common

shares outstanding

relevant period

share-based awards.

Restricted shares

thousand were

antidilutive due

losses for the first twenty-six weeks of fiscal 2022

and 2021, respectively.

shares were not included in the diluted net loss

per share calculation.

weighted-average

dilutive effect of share-based awards.

reconciliation

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

Thirteen Weeks

Twenty-six Weeks

Net income (loss)

Thirteen Weeks Ended

Thirty-nine Weeks Ended

February 26, 2022

February 27, 2021

February 26, 2022

February 27, 2021

Loss attributable to noncontrolling

Net income (loss) attributable to Cal-

Maine Foods, Inc.

Weighted-average

common shares

Net income attributable to Cal-Maine

Weighted-average common shares

outstanding, basic

Effect of dilutive restricted shares

Weighted-average

common shares

Weighted-average common shares

outstanding, diluted

Net income (loss) per common share

attributable to Cal-Maine Foods, Inc.

Net income per common share attributable to

Cal-Maine Foods, Inc.

Note 10 - Revenue Recognition

Satisfaction of Performance Obligation

Company’s revenue

is derived from

contracts with customers

customer placing an

Most of the Company’s

revenue is derived from

contracts with customers based on

the customer placing an

order for products.

7 unchanged sentences

consideration we

independently

quoted wholesale

market prices,

negotiated prices

independently quoted

wholesale market

prices, negotiated

formulas related

of production.

The Company’s

sales predominantly

performance obligation.

upon satisfaction

of the performance

obligation with

the customer,

which typically occurs

within days of

single performance

recognize revenue

upon satisfaction of the

performance obligation with the

customer, which typically

occurs within days of

the Company and the

customer agreeing upon the order.

Returns and Refunds

Some of our contracts

include a guaranteed sale

clause, pursuant to which

we credit the customer’s

account for product

customer is unable

to sell before

records an estimate

of returns and

refunds by using

historical return

Some of our contracts include a guaranteed

sale clause, pursuant to which we

credit the customer’s account for product that

customer is unable to

sell before expiration.

The Company records

an estimate of returns and

refunds by using historical

current period

accounts receivable.

corresponding reduction in trade accounts receivable.

Sales Incentives Provided to Customers

discount offers

(e.g., percentage

discounts off

current purchases), inducement

offers (e.g.,

discount offers (e.g.,

percentage discounts off

current purchases), inducement offers

(e.g., offers for

future discounts subject

2 unchanged sentences

Current discount

customers, are

transaction, while

inducement offers,

when accepted

by customers,

while inducement

by customers,

historical experience

inducement offers.

Current discount

and inducement

are presented

‘‘Net sales.’’

Disaggregation of Revenue

The following table provides revenue disaggregated by product category

(in thousands):

Thirteen Weeks

Twenty-six Weeks

November 27, 2021

November 28, 2020

November 27, 2021

November 28, 2020

The following table provides revenue disaggregated by product category (in thousands):

Thirteen Weeks Ended

Thirty-nine Weeks Ended

February 26, 2022

February 27, 2021

February 26, 2022

February 27, 2021

Conventional shell egg sales

1 unchanged sentence

Contract Costs

The Company can incur costs to

obtain or fulfill a contract with a

amortization period of these costs is less

The Company can incur costs to obtain or fulfill a contract with a customer.

If the amortization period of these costs is less than

the amortization

amortized over

and is amortized

over the contract

reduction in net

February 26, 2022

and February 27,

2021, the balance

for contract assets is immaterial.

Contract Balances

receives payment

customers based

are generally

There are rarely contract assets or liabilities related to performance under

the contract.

from customers

specified terms

generally less

There are rarely contract assets or liabilities related to performance under the contract.

Note 11 - Leases

Expenses related

leases, amortization

leases, right-of-use

finance lease

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

Interest income, net in the Condensed Consolidated Statements

of Operations.

The Company’s lease cost consists

of the following (in thousands):

Thirteen Weeks

Twenty-six Weeks

November 27, 2021

Expenses related to

operating leases, amortization

of finance leases,

right-of-use assets, and

finance lease interest

in Cost of sales, Selling general and administrative expense, and Interest income, net in the Condensed Consolidated Statements

The Company’s lease cost consists of the following (in thousands):

Thirteen Weeks Ended

Thirty-nine Weeks Ended

February 26, 2022

Operating lease cost

3 unchanged sentences

Short term lease cost

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

(in thousands):

As of November 27, 2021

Future minimum lease payments under non-cancelable leases are as follows (in thousands):

As of February 26, 2022

Operating Leases

4 unchanged sentences

Balance Sheet are as follows:

As of November 27, 2021

As of February 26, 2022

Operating Leases

Finance Leases

Weighted-average

remaining lease term (years)

Weighted-average

discount rate

Weighted-average remaining lease term (years)

Weighted-average discount rate

Note 12 - Stock Based Compensation

Total stock-based

compensation expense was $

stock-based compensation expense

million and $

million for the twenty-six weeks

ended November 27, 2021

and November 28, 2020, respectively.

stock outstanding

million for the

thirty-nine weeks ended

February 26, 2022

and February 27, 2021, respectively.

Unrecognized compensation

of non-vested

restricted stock

outstanding under

average period of

Refer to Part

Notes to Consolidated

Financial Statements and

Supplementary Data, Note

Stock Compensation Plans in our 2021 Annual Report for further information

on our stock compensation plans.

The Company’s restricted share activity

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

Refer to Part II

Item 8, Notes to Consolidated

Financial Statements and Supplementary Data, Note

Stock Compensation Plans in our 2021 Annual Report for further information on our stock compensation plans.

The Company’s restricted share activity for the thirty-nine weeks ended February 26, 2022 follows:

Average Grant

1 unchanged sentence

Outstanding, May 29, 2021

Outstanding, November 27, 2021

Outstanding, February 26, 2022

Note 13 - Commitments and Contingencies

2 unchanged sentences

LEGAL PROCEEDINGS

State of Texas

State of Texas v.

Cal-Maine Foods, Inc.

1 unchanged sentence

and Wharton County Foods, LLC

2020, the Company

and its subsidiary

Wharton County Foods,

LLC (“WCF”) were

named as defendants

Cal-Maine Foods,

Wharton County

Foods, LLC (“WCF”)

as defendants in

Harris County,

3 unchanged sentences

Practices—Consumer

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

original petition with

On August 13, 2020, the court granted the defendants’ motion to dismiss the State’s original petition with

On September 11,

2020, the State filed a

notice of appeal,

which was assigned to

Court of Appeals

notice of appeal, which was

assigned to the Texas

Court of Appeals for the

First District.

State filed its

opening brief

on December 7,

Company and WCF

filed their response

Court of Appeals

has not ruled

on these submissions.

Management believes the

risk of material

to this matter to be remote.

opening brief on

December 7, 2020.

The Company and

WCF filed their

response on February

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

Cal-Maine Foods et al.

defendants in

Cal-Maine Foods

producers, and farms.

Plaintiffs assert that defendants

violated the DTPA

by allegedly demanding exorbitant or

excessive prices

certification

Plaintiffs assert that defendants violated the DTPA

by allegedly demanding exorbitant or excessive prices

COVID-19 state

of emergency.

request certification

all consumers

who purchased

Plaintiffs seek to enjoin

the Company and other

defendants from selling eggs

at a price more than

10% greater than the price

Plaintiffs seek to enjoin the Company and

other defendants from selling eggs at a price more

than 10% greater than the price of

declaration of

per violation,

1 unchanged sentence

impacting anyone

certain other

defendants filed

related proceedings

were referred

United States

magistrate judge.

the magistrate

other defendants

plaintiffs’ amended

plaintiffs subsequently

related proceedings were

States magistrate

recommendation

dismissed without

prejudice for

subject matter

jurisdiction.

September 20,

court adopted

the magistrate’s

dismissed without prejudice

subject matter jurisdiction.

On September 20,

court adopted the

recommendation

2 unchanged sentences

defendants dismissing

case without prejudice.

On October 18,

2021, plaintiffs

final judgement

filed a motion

amend the final

judgement and allow

Kraft Foods Global, Inc.

2 unchanged sentences

September 25,

several defendants

cases involving

egg industry.

cases, except

plaintiffs who sought

substantial damages allegedly arising

from the purchase of egg

products (as opposed to shell

plaintiffs who sought substantial damages allegedly arising from the purchase of egg products

(as opposed to shell eggs).

remaining plaintiffs

Inc., General

are Kraft Food

Global, Inc., General

Mills, Inc., and

Nestle USA, Inc.

Products Plaintiffs”)

5 unchanged sentences

Pennsylvania,

the United States District Court

for the Northern District

of Illinois, Kraft Foods Global,

2002, to the United States District Court for

the Northern District of Illinois, Kraft Foods Global, Inc.

1:11-cv-8808,

illegally to raise the prices that plaintiffs

paid for processed egg products.

In particular,

the Egg Products Plaintiffs are

certain features of

the United Egg

Producers animal-welfare guidelines

and program used by

the Company and

many other egg

Plaintiffs seek

defendants from

antitrust violations

illegally to raise the prices that plaintiffs paid for processed egg products.

In particular, the Egg Products Plaintiffs are

certain features of the United

Egg Producers animal-welfare guidelines and program

used by the Company and many

Products Plaintiffs

Company and other

defendants from engaging

in antitrust violations

parties filed

status report

preparing a final pretrial

25, 2021, the parties filed a

joint status report, and

on August 26, 2021, the

docket entry, informed

the parties that the need to discuss issues was no longer

necessary and that a scheduled August 30, 2021,

preparing a final pretrial order.

August 25, 2021, the parties filed a joint status report, and on

August 26, 2021, the court, by

docket entry, informed the parties that the need to discuss issues was no longer necessary and that a scheduled August 30, 2021,

status hearing was stricken.

No trial schedule has yet been entered by the

No trial schedule has yet been entered by the court.

a confidential

1 unchanged sentence

Kellogg Company

condition or results

of operations.

2019, a stipulation

for dismissal was filed

with the court,

but the court

condition or results of operations.

November 11, 2019, a

stipulation for dismissal was filed with

the court, but the court

not yet entered a judgment on the filing.

The Company intends to

continue to defend the remaining

case with the Egg Products Plaintiffs

The Company intends to continue to defend the remaining case with the Egg Products Plaintiffs

as vigorously as possible based

5 unchanged sentences

Products Plaintiffs,

present time,

monetary exposure,

due to a range of

factors, including the following,

among others:

the matter is in

the early stages of preparing

for trial following

at the present

not possible to

estimate the amount

of monetary exposure,

to the Company

due to a range of factors, including the following, among

the matter is in the early stages of preparing for

trial following

factual issues

4 unchanged sentences

money damages).

State of Oklahoma Watershed Pollution

Oklahoma filed

State of Oklahoma Watershed Pollution Litigation

State of Oklahoma

in the United

States District

the Northern District

against Cal-Maine Foods, Inc.

and affiliates, Cobb-Vantress,

and Tyson Foods, Inc.

and affiliates,

Cobb-Vantress,

Inc., Cargill, Inc.

its affiliate, George’s,

its affiliate,

Peterson Farms, Inc.

and its affiliate, George’s,

affiliate, Peterson Farms,

and Simmons Foods,

State of Oklahoma

claims that through

Oklahoma claims that through

the disposal of

defendants have

Illinois River

chicken litter

the defendants

have polluted

River Watershed.

This watershed

eastern Oklahoma.

provides water

The complaint

2 unchanged sentences

monetary damages

the litigation

began, Cal-Maine

membership interests

litigation began, Cal-Maine

membership interests of

Benton County

commercial shell

3 unchanged sentences

LLC is not a defendant in the litigation.

The trial in the case

began in September 2009 and

concluded in February 2010.

case was tried without a jury,

The trial in the case began in September 2009 and concluded in February 2010.

The case was tried without a jury,

and the court

has not yet issued its ruling.

Management believes the risk of material loss related

to this matter to be remote.

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

Other Matters

In addition to

the above, the Company

is involved in

various other claims

and litigation incidental

to its business.

In addition to the above,

the Company is involved in

various other claims and litigation

incidental to its business.

these matters

determined with

management, upon

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

consolidated results of operations or financial position.

cannot be determined

with certainty,

management, upon the

advice of counsel,

the opinion that

the final outcome should not have a material effect on the Company’s consolidated results of operations or financial position.

Note 14 - Related Party Transaction

1 unchanged sentence

Stockholders”),

Common Stock held by them, pursuant to a previously

disclosed Agreement Regarding Common Stock (the “Agreement”)

secondary public

Common Stock held by them, pursuant to a previously disclosed Agreement Regarding Common Stock (the “Agreement”) filed

as an exhibit to our 2021 Annual Report.

the Daughters’ Trust advised the Company that

they were conducting

including the Prospectus

contained therein dated

October 9, 2018, and

a related Prospectus Supplement

dated August 19,

file with the

Securities and

Adams and the Daughters’ Trust advised the Company that they were conducting

including the Prospectus contained therein dated October

9, 2018, and a related

Prospectus Supplement dated August 19, 2020,

each of which

with the Securities and

Exchange Commission.

The public offering

involved only

offering involved only

the offering.

(not including

the underwriting

Stockholders,

Stockholders)

Pursuant to the Agreement, the Selling Stockholders reimbursed

the Company $

Pursuant to the Agreement, the Selling Stockholders reimbursed the Company $

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements