Cal-Maine Foods Forward-looking statements and use of non-GAAP
financial measures Forward‐Looking and Cautionary Statements
This report contains numerous forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933 (the “Securities Act”)
and Section 21E of the Securities Exchange Act of 1934 (the
“Exchange Act”) relating to our shell egg business, including
estimated future production data, expected construction schedules,
projected construction costs, potential future supply of and demand
for our products, potential future corn and soybean price trends, potential
future impact on our business of inflation and rising interest rates,
potential future impact on our business of new legislation, rules
or policies, potential outcomes of legal proceedings, and other
projected operating data, including anticipated results of operations
and financial condition. Such forward-looking statements are
identified by the use of words such as “believes,” “intends,” “expects,”
“hopes,” “may,” “should,” “plans,” “projected,”
“contemplates,” “anticipates,” or similar words. Actual outcomes or results
could differ materially from those projected in the forward
-looking statements. The forward-looking statements are based on management’s
current intent, belief, expectations, estimates, and projections regarding
the Company and its industry. These statements are
not guarantees of future performance and involve risks, uncertainties, assumptions,
and other factors that are difficult to predict and may
be beyond our control. The factors that could cause actual results to differ
materially from those projected in the forward-looking statements include,
among others, (i) the risk factors set forth in Part I Item 1A of the
2023 Annual Report, the risk
factors (if any) set forth in Part II Item 1A Risk Factors and
elsewhere in this report as well as those included in other reports we
file from time to time with
the Securities and Exchange Commission (the “SEC”) (including
our Quarterly Reports on Form 10-Q and Current Reports on Form
8-K), (ii) the risks and hazards inherent in the shell egg business (including
disease, pests, weather conditions, and potential for product recall),
including but not limited to the current outbreak of highly
pathogenic avian influenza (“HPAI”) affecting poultry in the
United States (“U.S.”), Canada and other countries that was first detected
in commercial flocks in the U.S. in February 2022, (iii) changes
in the demand for and market prices of shell eggs and feed costs, (iv)
our ability to predict and meet demand for cage-free and other
specialty eggs, (v) risks, changes, or obligations that could result from
our future acquisition of new flocks or businesses and risks or changes
that may cause conditions to completing a pending acquisition
not to be met, (vi) risks relating to increased costs and higher
and potentially further increases in, inflation and interest rates,
which began in response to market conditions caused in part by
the COVID-19 pandemic and which generally have been exacerbated
by the Russia-Ukraine War that began in February 2022, (vii) our ability
to retain existing customers, acquire new customers
and grow our product mix and (viii) adverse results in pending litigation
matters. Readers are cautioned not to place undue reliance
on forward-looking statements because, while we believe the assumptions
on which the forward-looking statements are based are
reasonable, there can be no assurance that these forward-looking statements
will prove to be accurate. Further, forward-looking statements
included herein are only made as of the respective dates thereof,
or if no date is stated, as of the date hereof. Except as otherwise required
by law, we disclaim any intent or obligation to update publicly
these forward-looking statements, whether because of new information,
future events, or otherwise. Notice Regarding Non‐GAAP Financial
Measures In addition to U.S. GAAP financial measures, this presentation
contains and may refer to certain non‐GAAP financial
measures. These non‐GAAP financial measures are in addition to,
not a substitute for or superior to, measures of financial performance
prepared in accordance with GAAP. These non‐GAAP financial measures
should not be considered replacements for, and should be read together
with, the most comparable GAAP financial measures.
Reconciliations to the most directly comparable GAAP financial measures
and statements of why management believes these measures are useful
to investors are included herein if the reconciliation is not presented on
the page in which the measure is published. CAL-MAINE
FOODS | INVESTOR PRESENTATION | NOVEMBER 2023
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