RISK FACTORS; FORWARD-LOOKING STATEMENTS

For information relating to important risks and uncertainties that could materially adversely affect our business, securities, financial condition or operating results, reference is made to the disclosure set forth under Item

1A . Risk Factors . In addition, because the following discussion includes numerous forward-looking statements relating to us, our results of operations, financial condition and business, reference is made to the information set forth in the section of Part I immediately preceding Item 1 above under the caption " Forward-Looking Statements ."

BACKGROUND

Cal-Maine Foods, Inc. is primarily engaged in the production, grading,
packaging, marketing and distribution of fresh shell eggs. Our fiscal year end
is the Saturday closest to May 31. The Company, which is headquartered in
Jackson, Mississippi, is the largest producer and distributor of fresh shell
eggs in the United States and sells the majority of its shell eggs in states
across the southwestern, southeastern, mid-western and mid-Atlantic regions of
the United States.

Our operations are fully integrated. We hatch chicks, grow and maintain flocks
of pullets (female chickens, under 18 weeks of age), layers (mature female
chickens) and breeders (male and female birds used to produce fertile eggs to be
hatched for egg production flocks), manufacture feed, and produce, process,
market and distribute shell eggs. In fiscal 2020, we sold approximately 1,069
million dozen shell eggs, which we believe represented approximately 19% of
domestic shell egg consumption. Our total flock of approximately 40 million
layers and 11 million pullets and breeders is the largest in the U.S. We sell
most of our shell eggs to a diverse group of customers, including national and
regional grocery store chains, club stores, food service distributors, and egg
product consumers.

The Company has one operating segment, which is the production, grading,
packaging, marketing and distribution of shell eggs. Many of our customers rely
on us to provide most of their shell egg needs, including specialty and
conventional eggs. Specialty eggs represent a broad range of products. We
classify nutritionally enhanced, cage-free, organic and brown eggs as specialty
products for accounting and reporting purposes. We classify all other shell eggs
as conventional products. While we report separate sales information for these
types of eggs, there are a number of cost factors which are not specifically
available for conventional or specialty eggs due to the nature of egg
production. We manage our operations and allocate resources to these types of
eggs on a consolidated basis based on the demands of our customers.

Our operating results are materially impacted by market prices for eggs and feed
grains (corn and soybean meal), which are highly volatile, independent of each
other, and out of our control. Generally speaking, higher market prices for eggs
have a positive impact on our financial results while higher market prices for
feed grains have a negative impact on our financial results. Although we use a
variety of pricing mechanisms in pricing agreements with our customers, we sell
the majority of our conventional shell eggs based on formulas that take into
account, in varying ways, independently quoted regional wholesale market prices
for shell eggs or formulas related to our costs of production which include the
cost of corn and soybean meal. As an example of the volatility in the market
prices of shell eggs, the Urner-Barry Southeastern Regional Large Egg Market
Price per dozen eggs ("UB southeastern large index") in fiscal year 2020 ranged
from a low of $0.62 in July 2019 to a high of $3.18 in March 2020.

Generally, we purchase primary feed ingredients, mainly corn and soybean meal,
at current market prices. Corn and soybean meal are commodities and are subject
to volatile price changes due to weather, various supply and demand factors,
transportation and storage costs, speculators, and agricultural, energy and
trade policies in the U.S. and internationally.

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Specialty shell eggs have been a significant and growing portion of the market.
In recent years, a significant number of large restaurant chains, food service
companies and grocery chains, including our largest customers, announced goals
to transition to an exclusively cage-free egg supply chain by specified future
dates. Additionally, several states have passed legislation requiring cage-free
eggs by specified future dates, and other states are considering such
legislation. For additional information, see Item 1. Business, Government
Regulation.

Our growth strategy is focused on remaining a low-cost provider of shell eggs
located near our customers. In light of the growing customer demand and
increased legal requirements for cage-free eggs, we intend to continue to
closely evaluate the need to expand through selective acquisitions, with a
priority on those that will facilitate our ability to expand our cage-free shell
egg production capabilities in key locations and markets. We plan to continue to
closely evaluate the need to continue to expand and convert our own facilities
to increase production of cage-free eggs based on current demand. As the ongoing
production of cage-free eggs is more costly than the production of conventional
eggs, aligning our cage-free production capabilities with changing demand for
cage-free eggs is important to the success of our business.

Since January 2020, the coronavirus ("COVID-19") outbreak, characterized as a
pandemic by the World Health Organization on March 11, 2020, has caused
significant disruptions in international and U.S. economies and markets. For a
discussion of our response to COVID-19, see Part I, Item 1, Business - Response
to the COVID-19 Pandemic. We discuss the pandemic and potential future
implications of the pandemic in this report; however, the pandemic is an
evolving and challenging situation, and its impact on our business in the future
is uncertain.

The shell egg industry has traditionally been subject to periods of high
profitability followed by periods of significant loss. In the past, during
periods of high profitability, shell egg producers tended to increase the number
of layers in production with a resulting increase in the supply of shell eggs,
which generally caused a drop in shell egg prices until supply and demand
returned to balance. As a result, our financial results from year to year may
vary significantly. Shorter term, retail sales of 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 laying hen productivity and shell egg production
during the spring and early summer. Historically, shell egg prices have tended
to increase with the start of the school year and tended to be highest prior to
holiday periods, particularly Thanksgiving, Christmas, and Easter. Consequently,
and all other things being equal, we would expect to experience lower sales and
net income (and may incur net losses) in our first and fourth fiscal quarters
ending in August/September and May/June, respectively. Because of the seasonal
and quarterly fluctuations, comparisons of our sales and operating results
between different quarters within a single fiscal year are not necessarily
meaningful comparisons.

Executive Overview of Results - Fiscal Years Ended May 30, 2020, June 1, 2019
and June 2, 2018

                                                                           Fiscal Years Ended
                                                         May 30, 2020         June 1, 2019         June 2, 2018
Net sales (in thousands)                                $ 1,351,609          $ 1,361,188          $ 1,502,932
Gross profit (in thousands)                             $   179,588          $   222,859          $   361,046
Net average shell egg price (a)                         $     1.231          $     1.265          $     1.397
Average UB Southeast Region - Shell Eggs - White
Large                                                   $     1.220          $     1.229          $     1.490
Feed cost per dozen produced                            $     0.409

$ 0.415 $ 0.394





a.The net average shell egg selling price is the blended price for all sizes and
grades of shell eggs, including non-graded shell egg sales, breaking stock and
undergrades.

Compared to fiscal 2018, fiscal 2019 saw an increasing U.S. flock size result in
an oversupply of eggs, particularly in the last half of the fiscal year, which
led to lower selling prices for conventional eggs. This resulted in decreased
gross profit and net income for fiscal 2019.
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Throughout the first three quarters of our fiscal year 2020, an oversupply of
eggs negatively affected the price of conventional eggs, and demand for
specialty eggs was negatively impacted by the low conventional egg prices. For
the first three quarters of fiscal 2020, the average UB southeastern large index
price was down 21.9% compared with the prior-year period, but in the fourth
quarter of fiscal 2020 was 62.4% higher than the average price through the first
three quarters in fiscal 2020 due to increased demand related to the pandemic,
as consumers purchased more eggs in anticipation of preparing more meals at
home.

RESULTS OF OPERATIONS



The following table sets forth, for the fiscal years indicated, certain items
from our consolidated statements of income expressed as a percentage of net
sales.
                                                                           May 30, 2020                  June 1, 2019
Net sales                                                                            100.0  %                      100.0  %
Cost of sales                                                                         86.7  %                       83.6  %
Gross profit                                                                          13.3  %                       16.4  %
Selling, general and administrative                                                   13.0  %                       12.8  %
Legal settlement expense                                                               0.1  %                        0.2  %

Operating income (loss)                                                                0.2  %                        3.4  %
Total other income, net                                                                1.4  %                        1.8  %
Income (loss) before income taxes                                                      1.6  %                        5.2  %
Income tax (benefit) expense                                                           0.1  %                        1.2  %
Net income (loss)                                                                      1.5  %                        4.0  %
Less: Income (loss) attributable to noncontrolling interest                              -  %                        0.1  %
Net income (loss) attributable to Cal-Maine Foods, Inc.                                1.5  %                        3.9  %



Fiscal Year Ended May 30, 2020 Compared to Fiscal Year Ended June 1, 2019

NET SALES



Net sales for the fiscal year ended May 30, 2020 were $1,351.6 million, a
decrease of $9.6 million, or 0.7%, from net sales of $1,361.2 million for fiscal
2019. The decrease was primarily due to lower sales volumes for specialty eggs,
lower prices of conventional eggs during the first three quarters of fiscal 2020
and a decline in revenue from egg product sales.

In fiscal 2020 and 2019, shell egg sales made up approximately 97.7% and 97.0%
of our net sales, respectively. Total dozens sold in fiscal 2020 were 1,069.2
million, an increase of 30.3 million dozen, or 2.9%, compared to 1,038.9 million
sold in fiscal 2019 resulting in an increase in net sales of $37.2 million for
fiscal 2020 compared with the prior fiscal year.

The net average selling price of shell eggs decreased from $1.265 per dozen for
fiscal 2019 to $1.231 per dozen for fiscal 2020, a decrease of $0.034 per dozen,
or 2.7%. Shell egg prices were lower throughout the first three quarters of
fiscal 2020 as compared to fiscal 2019 primarily reflecting an oversupply of
eggs in the market. Demand for specialty eggs and specialty egg prices were
negatively impacted by the low conventional egg prices. For the first three
quarters of fiscal 2020, the average UB southeastern large index price was down
22% compared with the prior-year period, but in the fourth quarter of fiscal
2020 was 62% higher than in the average price of the first three quarters of
fiscal 2020 due to increased demand related to the pandemic, as consumers
purchased more eggs in anticipation of preparing more meals at home. The UB
southeastern large index price ranged from a high of $3.18 to a low of $1.02 in
the fourth quarter of fiscal 2020. The decrease in sales price in fiscal 2020
from fiscal 2019 resulted in a corresponding decrease in net sales of
approximately $35.3 million.

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Hen numbers reported by the USDA as of June 1, 2020, were 319.8 million, which
is 13.9 million fewer hens than reported a year ago, when the USDA also reported
high flock productivity, which led to an oversupply of eggs and a significant
decline in prices. The USDA reported that the hatch from January through May
2020 decreased 5.0%, including a 13.1% decrease in May, as compared to the same
period in the prior year, which will affect future egg supply levels.

During the second quarter of fiscal 2020, we lost a portion of our of
conventional eggs sales to a major customer in the Southeast region,
representing 4.6% of total shell egg dozens and 6.1% of conventional egg dozens
for fiscal 2019. For fiscal 2020, the volume decreased by 2.8% of total shell
egg dozens and 3.7% of conventional shell egg dozens due to this loss of
business. However, we expect our new capacity additions and the decommissioning
of some older, less efficient facilities that occurred during fiscal 2020 will
help optimize our operations, improve our sales mix, and better align our
production and sales within the region.

The recent acquisition of Mahard Egg Farm ("Mahard") had a positive impact on
our conventional shell egg volumes and continued growth of our customer base.
For fiscal year 2020, the volume of total shell egg dozens increased by 3.5% and
the volume of conventional shell egg dozens increased by 4.4% due to the
acquisition. Furthermore, the acquisition opened up opportunities to streamline
aspects of our operations, reduce costs and create efficiencies as we integrated
Mahard into our operations.

The table below presents an analysis of our conventional and specialty shell egg sales (in thousands, except percentage data):


                                                                                      Fiscal Year Ended
                                                                 May 30, 2020                                            June 1, 2019
Total net sales                                        $ 1,351,609                            $ 1,361,188

Conventional                                           $   830,278              62.9  %       $   810,306                      61.4  %
Specialty                                                  485,465              36.8  %           504,169                      38.2  %
Egg sales, net                                           1,315,743              99.7  %         1,314,475                      99.6  %
Other                                                        4,452               0.3  %             5,205                       0.4  %
Net shell egg sales                                    $ 1,320,195             100.0  %       $ 1,319,680                     100.0  %
Net shell egg sales as a percent of total net
sales                                                         97.7  %                                97.0  %

Dozens sold:
Conventional                                               813,255              76.1  %           778,052                      74.9  %
Specialty                                                  255,895              23.9  %           260,848                      25.1  %
Total dozens sold                                        1,069,150             100.0  %         1,038,900                     100.0  %

Net average selling price per dozen:
Conventional                                           $     1.021                            $     1.041
Specialty                                              $     1.897                            $     1.933
All shell eggs                                         $     1.231                            $     1.265



Conventional shell eggs include all shell egg sales not specifically identified
as specialty shell egg sales. In fiscal 2020, conventional shell eggs
represented approximately 62.9% of our shell egg revenue, compared to 61.4% for
fiscal 2019. Sales of conventional shell eggs accounted for approximately 76.1%
and 74.9% of total shell egg volume in fiscal 2020 and 2019, respectively.
Revenue from conventional egg sales increased by $20.0 million from fiscal 2019
to fiscal 2020 due to an increase in volume, as net average selling prices
decreased. Our net average selling price for conventional eggs was $1.021 per
dozen for fiscal 2020 compared to $1.041 per dozen for fiscal 2019.
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Specialty eggs, which include nutritionally enhanced, cage-free, organic and
brown eggs, continued to make up a significant portion of our total shell egg
revenue and dozens sold. For fiscal 2020, specialty eggs accounted for 36.8% of
shell egg revenue, compared to 38.2% in fiscal 2019. Specialty eggs accounted
for 23.9% of shell egg volume in fiscal 2020 compared with 25.1% fiscal
2019. Revenue from specialty egg sales decreased by $18.7 million from fiscal
2019 to fiscal 2020 due to decreases in both volume and prices. Our net average
selling price for specialty eggs was $1.897 per dozen for fiscal 2020 compared
to $1.933 per dozen for fiscal 2019. Specialty egg retail prices are less
cyclical than conventional shell egg prices and are generally higher due to
consumer willingness to pay more for specialty eggs. Specialty egg prices
decreased in fiscal 2020 primarily due to higher priced organic egg sales
volumes decreasing as a proportion of total specialty sales.

The shell egg sales classified as "Other sales" represent hard cooked eggs, hatching eggs, other egg products, hens, and manure, which are included with our shell egg operations.

We sell liquid and frozen egg products primarily to the institutional, food service, and food manufacturing sectors in the U.S through our wholly-owned subsidiaries American Egg Products, LLC ("AEP") and Texas Egg Products, LLC ("TEP").



Egg products accounted for approximately 2.3% and 3.0% of our net sales in
fiscal 2020 and 2019, respectively. For fiscal 2020, egg product sales were
$31.4 million, a decrease of $10.1 million, or 24.3%, compared to $41.5 million
for fiscal 2019. Egg products volume for fiscal 2020 was 66.0 million pounds, an
increase of 5.1 million pounds, or 8.4%, compared to 60.8 million pounds for
fiscal 2019. In fiscal 2020, the selling price per pound was $0.476 compared to
$0.685 for fiscal 2019, a decrease of 30.5%. The decline in revenue is
attributable to the lower selling prices brought on by an oversupply of eggs
throughout the first three quarters in fiscal 2020, followed by a decline in
food service demand in the fourth quarter of fiscal 2020 due to the COVID-19
pandemic.

COST OF SALES

Cost of sales consists of costs directly related to producing, processing and
packing shell eggs, purchases of shell eggs from outside producers, processing
and packing of liquid and frozen egg products and other non-egg costs. Farm
production costs are those costs incurred at the egg production facility,
including feed, facility, hen amortization, and other related farm production
costs.

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The following table presents the key variables affecting our cost of sales (in
thousands, except cost per dozen data):

                                                                               Fiscal Year Ended
                                                           May 30, 2020         June 1, 2019            % Change
Cost of Sales:
Farm production                                           $   677,181          $   635,797                     6.5  %
Processing, packaging, and warehouse                          234,243              222,765                     5.2  %
Egg purchases and other (including change in
inventory)                                                    232,027              249,605                    (7.0) %
Total shell eggs                                            1,143,451            1,108,167                     3.2  %
Egg products                                                   25,651               29,020                   (11.6) %
Other                                                           2,919                1,142                   155.6  %
Total                                                     $ 1,172,021          $ 1,138,329                     3.0  %

Farm production cost (per dozen produced)
Feed                                                      $     0.409          $     0.415                    (1.4) %
Other                                                     $     0.329          $     0.319                     3.1  %
Total                                                     $     0.738          $     0.734                     0.5  %

Outside egg purchases (average cost per dozen)            $      1.26          $      1.26                       -  %

Dozen produced                                                927,799              876,705                     5.8  %
Dozen sold                                                  1,069,150            1,038,900                     2.9  %



Cost of sales for the fiscal year ended May 30, 2020 was $1,172.0 million, an
increase of $33.7 million, or 3.0%, compared to $1,138.3 million for fiscal
2019, primarily attributable to the increase in dozens produced driven primarily
by the Mahard acquisition. For the 2020 fiscal year, we produced 86.8% of the
eggs sold by us, compared to 84.4% for the previous year. Feed cost for fiscal
2020 was $0.409 per dozen, compared to $0.415 per dozen for the prior fiscal
year, a decrease of 1.4%. The decrease in feed cost per dozen resulted in a
decrease in cost of sales of $5.6 million for fiscal 2020 compared with fiscal
2019.

Included in cost of sales for fiscal 2020 is a non-cash impairment loss on fixed
assets of $2.9 million (included in the line item "Other" in the table above)
related to decommissioning some of our older, less efficient production
facilities as we continue to invest in new facilities to meet the increasing
demand for specialty eggs and reduce production costs.

We continue to proactively monitor and manage operations during the COVID-19
pandemic, including additional related costs that we have incurred or many incur
in the future. In fiscal 2020, we spent an additional $2.8 million related to
the pandemic. The majority of the expenses were related to supplemental pay
including employee benefits and additional labor.

Looking forward to fiscal 2021, according to USDA reports, current supplies of
corn and soybeans are favorable, and we believe we will continue to have an
adequate supply of both grains in fiscal 2021. However, current ongoing
uncertainties and supply chain disruptions related to the COVID-19 outbreak,
weather and geopolitical issues surrounding trade agreements and international
tariffs may lead to further price volatility.

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GROSS PROFIT

Gross profit, as a percentage of net sales, was 13.3% for fiscal 2020, compared
to 16.4% for fiscal 2019. The decrease resulted primarily from lower selling
prices for conventional eggs through the first three quarters in fiscal 2020.

SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES

Selling, general, and administrative expenses ("SGA") include costs of marketing, distribution, accounting, and corporate overhead. The following table presents an analysis of our SGA expenses (in thousands):



                                                       Fiscal Years Ended
                                  May 30, 2020       June 1, 2019       $ Change       % Change
Specialty egg expense            $     49,237       $     53,263       $ (4,026)         (7.6) %
Delivery expense                       52,230             53,595         (1,365)         (2.5) %
Payroll, taxes and benefits            44,156             42,454          1,702           4.0  %
Stock compensation expense              3,617              3,619             (2)         (0.1) %
Other expenses                         28,997             24,114          4,883          20.2  %
Total                            $    178,237       $    177,045       $  1,192           0.7  %



For fiscal year 2020, SGA was $178.2 million compared to $177.0 million for
fiscal 2019. Specialty egg expense decreased $4.0 million, or 7.6%, compared to
the same period of the prior year. Specialty egg expense typically fluctuates
directly with specialty egg dozens sold, which decreased 1.9% for fiscal 2020.
Franchise fees and advertising expense combined decreased $4.1 million for
fiscal 2020. Both are components of specialty egg expense and are driven by
specialty dozens sold.

Payroll, taxes and benefits increased $1.7 million or 4.0%, primarily due to increased employer provided insurance benefits (health, disability and life).



Other expenses increased $4.9 million or 20.2% compared to fiscal 2019. This
increase is primarily due to increased property and casualty insurance premiums
and an increase in charitable donations.

OPERATING INCOME

As a result of the above, our operating income was $1.3 million for fiscal 2020, compared to $45.8 million for fiscal 2019.

OTHER INCOME (EXPENSE)

Total other income (expense) consists of items not directly charged to, or related to, operations such as interest income and expense, equity in income or loss of unconsolidated entities, and patronage dividends, among other items.



The Company recorded interest income of $5.0 million in fiscal 2020, compared to
$8.0 million for fiscal 2019. We recorded interest expense of $498,000 and
$644,000 in fiscal 2020 and 2019, respectively. The decrease in interest income
resulted from significantly lower investment balances, partially offset by
higher interest rates.

Patronage dividends, which represent distributions from our membership in
Eggland's Best, Inc. ("EB"), decreased $386,000 from $10.5 million in fiscal
2019 to $10.1 million in fiscal 2020. Patronage dividends are paid once a year
based on profits of EB as well as their available cash.

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Table of Contents Equity in income from unconsolidated entities for fiscal 2020 was $534,000 compared to $4.8 million for fiscal 2019. The decrease of $4.2 million is primarily due to the decrease in egg selling prices through the first three quarters of fiscal 2020 impacting the profitability of our joint ventures.



Other, net for fiscal 2020 was income of $3.7 million compared to $2.4 million
for fiscal 2019. The increase is primarily driven by realized and unrealized
gains in investment securities available-for-sale.

INCOME TAXES



On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act ("the
CARES Act") was enacted. The most significant provision of the CARES Act that
materially affected the Company's income taxes included the five-year carryback
allowance for taxable net operating losses generated in the tax years 2018
through 2020, our fiscal years 2019 through 2021.

The Tax Cut and Jobs Act enacted in December 2017 disallowed the carrying back
of taxable net operating losses to offset prior years' taxable income. The CARES
Act allows us to carry those losses generated or that maybe generated during our
fiscal years 2019 through 2021 back to offset taxable income recognized during
the prior five years. The Company is electing to utilize that provision, which
will provide additional liquidity in the form of an income tax refund currently
estimated to be approximately $6.9 million. We believe we will receive the
refund during our second fiscal quarter of 2021. Additionally, we recorded an
income tax benefit of approximately $2.4 million related to the carryback
provisions in the fourth quarter of fiscal 2020. For more information regarding
the income tax effects of the CARES Act, refer to "Part II, Item 8, Notes to
Consolidated Financial Statements,   Note     1    7     - Income Taxes  ."

For the fiscal year ended May 30, 2020, our pre-tax income was $20.1 million,
compared to $70.8 million for fiscal 2019. Income tax expense of $1.7 million
was recorded for fiscal 2020 compared to $15.7 million for fiscal 2019. Our
fiscal 2020 effective tax rate decreased to 8.6% from 22.5% in fiscal 2019,
driven primarily by the net operating loss carryback provisions allowed under
the CARES Act, which became law during the fourth quarter of fiscal 2020.
Excluding the effects of the CARES Act, the Company's fiscal 2020 effective tax
rate would have been approximately 24.1%.

At May 30, 2020, the Company had an income tax receivable of $9.9 million
compared to $9.7 million at June 1, 2019. During the fourth quarter of fiscal
2020, the Company received an $8.4 million federal tax refund related to the
filing of its fiscal 2019 tax return. The Company recorded an income tax
receivable of $6.9 million related to the decision to carryback fiscal 2020
taxable net operating losses to recover a portion of taxes paid in fiscal 2015.
An additional $1.6 million income tax receivable was recorded for claims for
refund filed with state taxing authorities.

For the thirteen weeks ended May 30, 2020, our pretax income was $77.6 million
and our income tax expense was $17.1 million with an effective tax rate of
22.03%, including the impact of the CARES Act. Our income tax provision for the
fourth quarter of fiscal 2020 reflects the carryback of taxable net operating
losses generated during periods in which the statutory federal income tax rate
was 21% to periods in which the statutory federal income tax rate was 35%, as
permitted by the CARES Act. The low effective rate was primarily related to the
$2.4 million income tax benefit recorded in connection with the CARES Act.

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.

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NET INCOME (LOSS) ATTRIBUTABLE TO NONCONTROLLING INTEREST

Net income (loss) attributable to noncontrolling interest for fiscal 2020 was a
loss of $63 thousand compared to income of $833 thousand for fiscal 2019. During
fiscal 2020, we acquired the remaining 27.9% interest in our majority-owned
subsidiary TEP.

NET INCOME ATTRIBUTABLE TO CAL-MAINE FOODS, INC.



As a result of the above, net income for fiscal 2020 was $18.4 million, or $0.38
per basic and diluted share, compared to $54.2 million, or $1.12 per basic and
diluted share for fiscal 2019.

Fiscal Year Ended June 1, 2019 Compared to Fiscal Year Ended June 2, 2018



The discussion of our results of operations for the fiscal year ended June 1,
2019 compared to the fiscal year ended June 2, 2018 can be found in Part II,
Item 7, "Management's Discussion and Analysis of Financial Condition and Results
of Operations" in the Company's fiscal 2019 Annual Report on Form 10-K.

CAPITAL RESOURCES AND LIQUIDITY



Our working capital at May 30, 2020 was $429.1 million, compared to $492.8
million at June 1, 2019. The calculation of working capital is defined as
current assets less current liabilities. Our current ratio was 5.6 at May 30,
2020 compared to 7.6 at June 1, 2019. The current ratio is calculated by
dividing current assets by current liabilities. Due to seasonal factors
described under the heading "Background" above, we generally expect our need for
working capital to be highest in the last and first fiscal quarters ending in
May/June and August/September, respectively.

During the second quarter of fiscal 2020, we retired all outstanding long-term
debt. As such there was no long-term debt at May 30, 2020, compared to $1.5
million at June 1, 2019. On July 10, 2018, we entered into a $100.0 million
Senior Secured Revolving Credit Facility ("the Revolving Credit Facility"). As
of May 30, 2020, no amounts were borrowed under the Revolving Credit Facility.
We have $4.3 million in outstanding standby letters of credit, which were issued
under our Revolving Credit Facility for the benefit of certain insurance
companies. Refer to Part II, Item 8, Notes to the Financial Statements   Note 10
- Credit Facilities and Long-Term De    b    t   for further information
regarding our long-term debt.

Net cash provided by operating activities was $73.6 million for fiscal year 2020
compared with $115.1 million for fiscal year 2019. Decreased gross profit
margins resulting primarily from lower selling prices for conventional eggs
through the first three quarters contributed greatly to our decrease in cash
flow from operations. The increase in accounts receivables balance at fiscal
2020 compared to prior fiscal 2019 is due to higher prices and quantities sold
of shell eggs in the fourth quarter of fiscal 2020 compared to the same period
in fiscal 2019. Increase in accounts payable balance at fiscal 2020 compared to
prior fiscal 2019 is due to higher prices quantities purchased of shell eggs in
the fourth quarter of fiscal 2020 compared to the same period in fiscal 2019.

For fiscal 2020, approximately $204.3 million was provided from the sale and
maturity of short-term investments, $107.2 million was used to purchase
short-term investments and net payments of $7.1 million were received from
investments in unconsolidated entities. We used $44.7 million to acquire Mahard
and the remaining interest in TEP. Approximately $124.2 million was used to
purchase or construct property, plant and equipment, most of which related to
the expansion of our cage-free shell egg production capacity. Refer to the table
of material construction projects presented below for additional information on
purchases and construction of property, plant and equipment. We used $1.5
million for principal payments on long-term debt. The net result of these and
other activities as of May 30, 2020 was an increase in cash of $8.9 million from
June 1, 2019.

For fiscal 2019, approximately $209.8 million was provided from the sale and maturity of short-term investments, $177.0 million was used to purchase short-term investments and net payments of $7.9 million were received from


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investments in unconsolidated entities. We used $17.9 million to acquire
Featherland Egg Farms. We invested $4.3 million in unconsolidated entities.
Approximately $68.0 million was used to purchase property, plant and equipment.
Approximately $3.8 million was used for principal payments on long-term debt and
$41.7 million for the payment of dividends. The net result of these and other
activities as of June 1, 2019 was an increase in cash of $20.8 million from June
2, 2018.

We continue to monitor the increasing demand for cage-free, organic and other
specialty eggs in order to meet our customers' demand. We have invested over
$371.7 million in facilities, equipment and related operations to expand our
cage-free production starting with our first facility in 2008. The following
table presents current material construction projects approved as of May 30,
2020 (in thousands):
                                                                                                             Spent as of May           Remaining
                Project(s) Type                         Projected Completion          Projected Cost             30, 2020            Projected Cost
Convertible/Cage-Free Layer Houses & Pullet
Houses                                                 Fiscal 2021                           38,032               28,412                  9,620
Cage-Free Layer & Pullet Houses/Processing
Facility                                               Fiscal 2022                           87,204               50,411                 36,793
                                                                                     $      125,236          $    78,823            $    46,413

We believe our current cash balances, investments, cash flows from operations, and Revolving Credit Facility will be sufficient to fund our current and projected capital needs for at least the next twelve months.

CONTRACTUAL OBLIGATIONS

The following table summarizes by fiscal year the future estimated cash payments, in thousands, to be made under existing contractual obligations as of May 30, 2020. Further information on debt obligations is contained in Note

10 , and on lease obligations in Note 15 , in Part II, Item 8 Notes to the Consolidated Financial Statements. As of May 30, 2020, we had no outstanding long-term debt.




                        Total          2021          2022         2023        2024        2025       Thereafter
Finance leases        $   937       $   239       $   239       $ 239       $ 218       $   -       $      -
Operating leases        2,817           930           806         539         380         130             32
Total                 $ 3,754       $ 1,170       $ 1,046       $ 779       $ 598       $ 130       $     32

IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS

For information on changes in accounting principles and new accounting principles, see "New Accounting Pronouncements and Policies" in Part II, Item 8, Notes to Consolidated Financial Statements, Note 1 - Summary of

Significant Accounting Pol icies .

CRITICAL ACCOUNTING POLICIES



The preparation of financial statements in accordance with U.S. GAAP requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual results
could differ from these estimates.

Management suggests our Summary of Significant Accounting Policies, as described in Note 1 in Part II, Item 8, Notes to the Consolidated Financial Statements, be read in conjunction with this Management's Discussion and Analysis of Financial Condition and Results of Operations. We believe the critical accounting policies that most impact our consolidated financial statements are described below.


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INVESTMENTS IN SECURITIES AVAILABLE-FOR-SALE

Our investment securities are accounted for in accordance with ASC 320,
"Investments-Debt and Equity Securities" ("ASC 320"). The Company considers all
debt securities for which there is a determinable fair market value and no
restrictions on the Company's ability to sell within the next 12 months as
available-for-sale, and carries them at fair value, with unrealized gains and
losses reported as a separate component of stockholders' equity. Realized gains
and losses are included in other income. The cost basis for realized gains and
losses on available-for-sale securities is determined on the specific
identification method.

ALLOWANCE FOR DOUBTFUL ACCOUNTS



In the normal course of business, we extend credit to our customers on a
short-term basis. Although credit risk associated with our customers is
considered minimal, we routinely review our accounts receivable balances and
make provisions for probable doubtful accounts. In circumstances where
management is aware of a specific customer's inability to meet its financial
obligations to us (e.g. bankruptcy filings), a specific reserve is recorded to
reduce the receivable to the amount expected to be collected. For all other
customers, we recognize reserves for bad debt based on the length of time the
receivables are past due, generally 100% for amounts more than 60 days past due.

INVENTORIES



Inventories of eggs, feed, supplies and flocks are valued principally at the
lower of cost (first-in, first-out method) or net realizable value. If market
prices for eggs and feed grains move substantially lower, we record adjustments
to write-down the carrying values of eggs and feed inventories to fair market
value. The cost associated with flock inventories, consisting principally of
chick purchases, feed, labor, contractor payments and overhead costs, are
accumulated during the growing period of approximately 22 weeks. Capitalized
flock costs are then amortized over the flock's productive life, generally one
to two years. Flock mortality is charged to cost of sales as incurred. High
mortality from disease or extreme temperatures will result in abnormal
write-downs to flock inventories. Management continually monitors each flock and
attempts to take appropriate actions to minimize the risk of mortality loss.

LONG-LIVED ASSETS



Depreciable long-lived assets are primarily comprised of buildings,
improvements, machinery and equipment. Depreciation is provided by the
straight-line method over the estimated useful lives, which are 15 to 25 years
for buildings and improvements and 3 to 12 years for machinery and equipment. An
increase or decrease in the estimated useful lives would result in changes to
depreciation expense. When property and equipment are retired, sold, or
otherwise disposed of, the asset's carrying amount and related accumulated
depreciation are removed from the accounts and any gain or loss is included in
operations. We continually reevaluate the carrying value of our long-lived
assets, for events or changes in circumstances which indicate the carrying value
may not be recoverable from the estimated future cash flows expected to result
from its use and eventual disposition. If the sum of the expected future cash
flows (undiscounted and without interest charges) are less than the carrying
amount of the asset, an impairment loss is recognized to reduce the carrying
value of the asset to its estimated fair value.

INTANGIBLE ASSETS



Included in other intangible assets are separable intangible assets acquired in
business acquisitions, which include franchise fees, non-compete agreements and
customer relationship intangibles. They are amortized over their estimated
useful lives of 5 to 15 years. The gross cost and accumulated amortization of
intangible assets are removed when the recorded amounts are fully amortized and
the asset is no longer in use.

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EQUITY AND COST METHOD INVESTMENTS

We have invested in other companies engaged in the production, processing and
distribution of shell eggs and egg products. These investments are recorded
using the cost or equity method, and are not consolidated in our financial
statements. Changes in the ownership percentages of these investments might
alter the accounting methods currently used. Our investment in these companies
is shown on the Company's Consolidated Balance Sheet in the amounts presented
for "Investment in unconsolidated entities" and "Other long-term assets".

GOODWILL

Goodwill is evaluated for impairment annually by first performing a qualitative
assessment to determine whether a quantitative goodwill test is necessary. After
assessing the totality of events or circumstances, if we determine it is more
likely than not that the fair value of a reporting unit is less than its
carrying amount, then we perform additional quantitative tests to determine the
magnitude of any impairment.

At May 30, 2020, goodwill represented 2.9% of total assets and 3.5% of stockholders' equity. Goodwill relates to the following (in thousands):



 Fiscal Year                             Description                             Amount
     1999          Acquisition of Hudson Brothers, Inc.                        $  3,147
     2006          Acquisition of Hillandale Farms, LLC                             869
     2007          Acquisition of Green Forest Foods, LLC                           179
     2008          Revised Hillandale incremental purchase price                  9,257
     2009          Revised Hillandale incremental purchase price                  2,527
     2009          Acquisition of Zephyr Egg, LLC                                 1,876
     2009          Acquisition of Tampa Farms, LLC                                4,600
     2010          Revised Hillandale incremental purchase price                   (338)
     2013          Acquisition of Maxim Production Co., Inc.                      2,300
     2014          Purchase of joint venture partner's 50% in Delta Egg           4,779
     2017          Acquisition of Foodonics International, Inc.                   3,389
     2017          Acquisition of Happy Hen Egg Farms, Inc.                       2,940
                   Total Goodwill                                              $ 35,525

REVENUE RECOGNITION AND DELIVERY COSTS



Revenue recognition is completed upon satisfaction of the performance obligation
to the customer, which typically occurs within days of the Company and customer
agreeing upon the order. See   Note 1    4    : Revenue Recognition   in Part
II, Item 8, Notes to Consolidated Financial Statements for further discussion of
the policy.

The Company believes the performance obligation is met upon delivery and
acceptance of the product by our customers. Costs to deliver product to
customers are included in selling, general and administrative expenses in the
accompanying Consolidated Statements of Income. Sales revenue reported in the
accompanying Consolidated Statements of Income is reduced to reflect estimated
returns and allowances. The Company records an estimated sales allowance for
returns and discounts at the time of sale using historical trends based on
actual sales returns and sales.

SALES INCENTIVES PROVIDED TO CUSTOMERS



The Company periodically provides incentive offers to its customers to encourage
purchases. Such offers include current discount offers (e.g., percentage
discounts off current purchases), inducement offers (e.g., offers for future
discounts subject to a minimum current purchase), and other similar offers.
Current discount offers, when accepted
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by customers, are treated as a reduction to the sales price of the related
transaction, while inducement offers, when accepted by customers, are treated as
a reduction to sales price based on estimated future redemption rates.
Redemption rates are estimated using the Company's historical experience for
similar inducement offers. Current discount and inducement offers are presented
as a net amount in ''Net sales.''

STOCK BASED COMPENSATION



We account for share-based compensation in accordance with ASC 718,
"Compensation-Stock Compensation" ("ASC 718"). ASC 718 requires all share-based
payments to employees, including grants of employee stock options, restricted
stock and performance-based shares to be recognized in the statement of income
based on their fair values. ASC 718 requires the benefits of tax deductions in
excess of recognized compensation cost to be reported as a financing cash
flow. See   Note 1    6   - Stock Compensation Plans in Part II, Item 8, Notes
to the Consolidated Financial Statements for more information.

INCOME TAXES



We determine our effective tax rate by estimating our permanent differences
resulting from differing treatment of items for tax and accounting purposes. We
are periodically audited by taxing authorities. Any audit adjustments affecting
permanent differences could have an impact on our effective tax rate.

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