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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549


FORM 10-K


☒x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For The Fiscal Year Ended   MAY 30, 2015JUNE 3, 2017


☐¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


Commission file number:  000-04892


CAL-MAINE FOODS, INC.

(Exact name of registrant as specified in its charter)

Delaware

64-0500378

Delaware

64-0500378
(State or other Jurisdiction of Incorporation or Organization)

(I.R.S. Employer Identification No.)


3320W Woodrow Wilson Avenue,Ave, Jackson, Mississippi  39209

39209-3409

(Address of principal executive offices)(Zip (Zip Code)


(601) 948-6813

(Registrant’s telephone number, including area code)


Securities registered pursuant to Section 12 (b) of the Act:

Title of each Class:

Name of exchange on which registered:

Common Stock,  $0.01 par value per share

The NASDAQ Global Select Market

Securities registered pursuant to Section 12 (g) of the Act:  NONE


Indicate by check mark if the registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act.

Yes ☒x No ☐

¨


Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes ☐¨ No ☒

x


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒x No ☐

¨


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes ☒x No ☐

¨


Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ( X )

x


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” and, “smaller reporting company”, and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒

x

Accelerated filer ☐ 

¨

Non-accelerated filer ☐

¨

(Do not check if a smaller reporting company)

Smaller reporting company ☐

¨
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ¨


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes ☐¨ No ☒ 

x


The aggregate market value, as reported by The NASDAQ Global Select Market, of the registrant’s Common Stock, $0.01 par value, held by non-affiliates at November 29, 2014,26, 2016, which was the date of the last business day of the registrant’s most recently completed second fiscal quarter, was $1,267,795,422

$1,239,719,614.


As of July 17, 2015,  43,697,84421, 2017,  43,774,052 shares of the registrant’s Common Stock, $0.01 par value, and 4,800,000 shares of the registrant’s Class A Common Stock, $0.01 par value, were outstanding.


DOCUMENTS INCORPORATED BY REFERENCE

The information called for by Part III of this Form 10-K is incorporated herein by reference from the registrant’s Definitive Proxy Statement for its 2017 annual meeting of stockholders which will be filed pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this report.

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TABLE OF CONTENTS

 Item 
Page
Number
   
  
Part I
 
   
 
FORWARD-LOOKING STATEMENTS 
3
 1.
Business
3
 1A.
Risk Factors
9
 1B.
Unresolved Staff Comments
15
 2.
Properties 
15
 3.
Legal Proceedings
16
 4.
Mine Safety Disclosures 
18
    
  
Part II
 
    
 5.
Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 
19
 6.
Selected Financial Data
22
 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
23
 7A.
Quantitative and Qualitative Disclosures About Market Risk
42
 8.
Financial Statements and Supplementary Data
43
 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 
73
 9A.
Controls and Procedures
73
 9B.
Other Information 
76
  
 
  
Part III
 
    
 10.
Directors, Executive Officers and Corporate Governance 
76
 11.
Executive Compensation
76
 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
76
 13.
Certain Relationships and Related Transactions, and Director Independence 
76
 14.
Principal Accounting Fees and Services
77
  
 
    
  
Part IV
 
    
 15.
Exhibits, Financial Statement Schedules 
77
    
  
Signatures
79


PART I.

 

 

 

Item

 

Page

Number

 

 

 

Part I

 

 

 

FORWARD-LOOKING STATEMENTS 

3 

1.

Business

3 

1A.

Risk Factors

8 

1B.

Unresolved Staff Comments

13 

2.

Properties 

13 

3.

Legal Proceedings

13 

4.

Mine Safety Disclosures 

15 

 

 

 

 

Part II

 

 

 

 

5.

Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of 

 

 

Equity Securities 

16 

6.

Selected Financial Data

18 

7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

19 

7A.

Quantitative and Qualitative Disclosures About Market Risk

34 

8.

Financial Statements and Supplementary Data

35 

9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 

65 

9A.

Controls and Procedures

65 

9B.

Other Information 

67 

 

 

 

 

Part III

 

 

 

 

10.

Directors, Executive Officers and Corporate Governance 

67 

11.

Executive Compensation

67 

12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

67 

13.

Certain Relationships and Related Transactions, and Director Independence 

67 

14.

Principal Accounting Fees and Services

68 

 

 

 

 

 

 

 

Part IV

 

 

 

 

15.

Exhibits, Financial Statement Schedules 

69 

 

 

 

 

Signatures

72 

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PART I

FORWARD-LOOKINGSTATEMENTS


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 production data, expected operating schedules, expected capital costs and other 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 production, operating schedules, results of operations and other projections and estimates 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 our company and our industry.  These statements are not guarantees of future performance and involve risks, uncertainties, assumptions and other factors that are difficult to predict and might 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 Item 1A 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, such as avian influenza, pests, weather conditions and potential for recall), (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 (v)(vi) 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 these forward-looking statements will prove to be accurate.  Further, the 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 publicly update publicly these forward-looking statements, whether as a result of new information, future events or otherwise.


ITEM 1. BUSINESS


Our Business


Cal-Maine Foods, Inc. (“we,” “us,” “our,” or the “Company”) is the largest producer and marketer of shell eggs in the United States. In fiscal 2015,2017, we sold approximately 1,063.11,031.1 million dozen shell eggs, which we believe represented approximately 23%20% of domestic shell egg consumption. Our total flock of approximately 33.736.1 million layers and 8.49.5 million pullets and breeders is the largest in the U.S.  Layers are mature female chickens, pullets are young female chickens usually under 18 weeks of age, and breeders are male and female chickens used to produce fertile eggs to be hatched for egg production flocks.

We operate in a single segment. Our primary business


The Company has one operating segment, which is the production, grading, packaging, marketing and distribution of shell eggs.  The majority of our customers rely on us to provide most of their shell egg needs, including specialty and non-specialty 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 non-specialty products.  While we report separate sales information for these egg types, there are many cost factors which are not specifically available for non-specialty 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.


We sell most of our shell eggs in the southwestern, southeastern, mid-western and mid-Atlantic regions of the U.S. We market our shell eggs through our extensive distribution network to a diverse group of customers, including national and regional grocery store chains, club stores, foodservice distributors and egg product consumers. Some of our sales are completed through co-pack agreements – a common practice in the industry whereby production and processing of certain products is outsourced to another producer.  The strength of our position is evidenced by the fact that we havehaving the largest market share in the grocery segment for shell eggs, and weeggs.   We sell shell eggs to a majority of the largestlarge U.S. food retailers in the U.S.

retailers.


We are one of the largest producers and marketers of value-added specialty shell eggs in the U.S. Specialty shell eggs include nutritionally enhanced, cage free, organic and brown eggs. They have been a significant and growing segment of the market in recent years.  A significant number of our food service customers, large restaurant chains, and major retailers, including our largest customers, have committed to exclusive offerings of cage-free eggs by specified future dates. We are working with our customers to ensure a  smooth transition in meeting their goals. Our focus for future expansion at our farms will be environments that are cage-free or with equipment that can easily be converted to cage-free, based on a timeline to meet our customer’s needs.

In fiscal 2015,2017, specialty shell eggs and co-pack specialty shell eggs represented 27.2%43.6% and 2.8%3.1% of our shell egg dollar sales dollars, respectively, and accounted for approximately 19.8%22.9% and 1.6%, respectively, of our total shell egg volumes. In fiscal 2016, specialty shell eggs and co-pack specialty shell eggs represented 29.1% and 2.7% of our shell egg sales dollars, respectively, and accounted for approximately 22.9% and 2.0%, respectively, of our total shell egg dozen volumes.  In fiscal 2014, specialty shell eggs and co-pack specialty shell eggs represented 24.3% and 3.8% of our shell egg dollar sales, respectively, and accounted for approximately 17.2% and 2.7%, respectively, of our total shell egg dozen volumes.  Retail pricesPrices for specialty eggs are less cyclicalvolatile than non-specialty shell egg prices and are generally higher due to consumer willingness to pay for the perceived increased benefits from those products. We market our specialty shell eggs under the following brands: Egg-Land’s Best®,  Land O’ Lakes®, Farmhouse®, and 4-Grain®.   We are a member of the Egg-Land’s Best, Inc. (“EB”) cooperative and produce, market and distribute Egg-Land’s Best® andLand O’ Lakes® branded eggs, along with our associated joint ventures, under exclusive license agreements for a number of states in the southeast, south central, and southwest U.S. as well as the New York City area.  We market cage freecage-free eggs under our trademarked Farmhouse®brand and distribute them across the southeast and southwest regions of the U.S.  We market organic, all natural, cage-free, vegetarian, and omega-3 eggs under our 4-Grain® brand. We also produce,

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market, and distribute private label specialty shell eggs to several customers.


We are a leader in industry consolidation. Since 1989, we have completed eighteentwenty acquisitions ranging in size from 600,000 layers to 7.5 million layers.  Despite a market that has been characterized by increasing consolidation, the shell egg production industry remains highly fragmented. At December 31, 2014, 592016, 56 producers, owning at least one million layers, owned approximately 93%97% of total industry layers and thelayers. The ten largest producers owned approximately 47%58% of total industry layers. We believe industry consolidation will continue and we plan to capitalize on opportunities as they arise.


Industry Background 

Based on historical consumption trends, we believe general demand for shell eggs increases in line with overall population growth, averaging growth of about 1% per year. However, in eachIn  2013 and 2014,  consumption of the most recent three years, demand for shell eggs has growngrew approximately 2% per year.  In 2015, egg consumption decreased approximately 4% over the prior year primarily due to a shortage of eggs resulting from an outbreak of avian influenza ("AI") in the spring of that year.  According to U.S. Department of Agriculture (“USDA”), annual per capita U.S. consumption hassince 2000 varied between 248249 and 263 eggs, since 2000.275 eggs. In calendar year 2014,2016, per capita U.S. consumption was estimated to be 263275 eggs, or approximately five eggs per person per week.  Per capita consumption is determined by dividing the total supply of eggs for the shell egg industry by the entire population in the U.S. (i.e. all eggs supplied domestically by the shell egg industry are consumed).  


Slightly over 30% of eggs produced in the U.S. are sold as egg products (shell eggs broken and sold in liquid, frozen, or dried form) to institutions (e.g. companies producing baked goods) with most of the balance sold to food service and retail consumers (e.g. through grocery and convenience stores) and a relatively small amount exported. Our sales are predominately to retail consumers; in fiscal 2017 and 2016, approximately 2% and 4% of our net sales was egg products, respectively.


Prices for Shell Eggs


Shell egg prices are a critical component of profitability infor the industry. WeCompany and the industry as a whole. While there are many pricing mechanisms, we believe the majority of shell eggs sold in the U.S. in the retail and foodservice channels are sold at prices related to the Urner Barry wholesale quotation for shell eggs. We sell the majority of our non-specialty shell eggs at prices related to Urner Barry Spot Egg Market Quotations or formulas related to our costs of production which include the cost of corn and soybean meal.  For fiscal 2015,2017, wholesale large shell egg prices in the southeast region, as quoted by Urner Barry, averaged $1.53 per dozen$0.85 compared to an average of $1.28 per dozenwith $1.79 for fiscal years 2011 to 2014.  According to a USDA report as of June 1, 2015, the number of layers in the U.S. flock was down 10.6% compared to June 1, 2014.  This decrease is due to2016, evidencing their volatility. Egg prices during fiscal 2016 were impacted by the outbreak of avian influenza ("AI") primarily in the upper Midwestern U.S. beginningfrom April to June 2015, which initially caused a significant reduction in Aprilegg supplies and an increase in egg prices. There were no positive tests for AI at any of 2015 and is not expected to be indicativeour locations. Based on USDA reports, the subsequent repopulation of future flock size.  The number of chicks hatched from January through June of 2015 was up 0.4% compared to the same period in 2014.  As a result of the reduced flock size, egg prices have moved significantly higher in recent months and are expected to remain high until the national laying hen flock, can be replenished.

eventually above pre-AI levels, with a younger, more productive hen population, along with reduced demand for egg products resulted in an oversupply of eggs, leading to decreased egg prices in fiscal 2017.


Feed Costs for Shell Egg Production


Feed is a primary cost component in the production of shell eggs and represents over half of industry farm level production costs. Most shell egg producers, including us, are vertically integrated;integrated, manufacturing the majority of the feed they require for their operations. Although feed ingredients, primarily corn and soybean meal, are available from a number of sources, prices for ingredients can fluctuate and can beare affected by weather, speculators, and by various supply and demand factors. Our feed pricescost per dozen eggs produced for fiscal 2015 were 11%2017 was 3.6% lower than fiscal 2014.    Favorable weather conditions2016.  Adequate stocks from increased U.S. acreage and improvedlarge per acre yields for the 2014 crop increased available supplies for both corn and soybean meal which decreased prices and favorably impactedsoybeans in 2016 combined with the 2017 crop should provide adequate domestic supplies for both of our results forprimary feed ingredients during fiscal year 2015.  Wet conditions in the Midwestern U.S. could have an adverse effect on the 2015 crop and we expect the outlook for feed prices to remain volatile.  However, we expect supplies of both corn and soybean meal to be adequate.

2018.


Growth Strategyand Acquisitions


For many years, we have pursued a growth strategy focused on the acquisition of existing shell egg production and processing facilities, as well as the construction of new and more efficient facilities.  Since the beginning of fiscal 1989, we have completed eighteen20 acquisitions. In addition, we have built numerous “in-line” shell egg production and processing facilities as well as pullet growing facilities which added to our capacity.  Each new shell egg production facility generally provides for the processing of approximately 400 cases of shell eggs or 12,000 dozen eggs per hour.  The capacity increases have been accompanied by the retirement of older and less efficient facilities.  The “in-line” facilities provide gathering, grading and packaging of shell eggs by less labor-intensive, more efficient, mechanical means.  

As a resultWe continue to upgrade and modify our facilities, and invest in new facilities, to meet changing demand as many food service customers, restaurant chains, and retailers have committed to exclusive offerings of our strategy, ourcage-free eggs over the next several years.

Our total flock, including pullets, layers and breeders increased from approximately 33.032.8 million at May 29, 2010the end of fiscal 2012 to approximately 42.145.6 million as of May 30, 2015.June 3, 2017.  The dozens of shell eggs sold increased from approximately 805.4884.3 million in fiscal 20102012 to approximately 1,063.11,031.1 million for fiscal 2015.  Net sales amounted to $910.1 million2017.  

During fiscal 2017, we acquired substantially all of the egg production, processing and distribution assets of Foodonics International, Inc. and of Happy Hen Egg Farms, Inc., which are discussed in fiscal 2010 compared to net sales of $1,576.1 milliondetail later in fiscal 2015.  

this report.

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We continue to pursue opportunities to acquire companies engaged in the production and sale of shell eggs.  We will continue to evaluate and selectively pursue acquisitions that will expand our shell egg production capabilities in existing markets and broaden our geographic reach. We have extensive experience identifying, valuing, executing, and integrating acquisitions and we intend to leverage that experience in the evaluation and execution of future acquisitions. We will seek to acquire regional shell egg businesses with significant market share and long-standing customer relationships. We believe enhancing our national presence will help us further strengthen our relationships with existing customers, many of whom have operations across the U.S.


Federal antitrust laws require regulatory approval of acquisitions that exceed certain threshold levels of significance, and we are subject to federal and state laws prohibiting anti-competitive conduct.   We believe our sales of shell eggs

during the last fiscal year represented approximately 23%20% of domestic shell egg sales, making us the largest producer and distributor of shell eggs in the U.S. However, because the shell egg production and distribution industry is so fragmented, we believe that there are many acquisition opportunities available to us that would not be restricted pursuant to antitrust laws.

Through exclusive license agreements with EB in several key territories and our trademarked Farmhouse® and4Grain® 4Grain® brands, we are one of the leading producers and marketers of value-added specialty shell eggs. We also produce, market, and distribute private label specialty shell eggs to several customers. Since selling prices of specialty shell eggs are generally less volatile than non-specialty shell egg prices, we believe growing our specialty eggs business will enhance the stability of our margins.  We expect the price of specialty eggs to remain at a premium to regular shell eggs, and intend to grow our specialty shell egg business.


The construction of new, more efficient production and processing facilities is also an integral part of our growth strategy.  Any suchSuch construction will requirerequires compliance with applicable environmental laws and regulations, including the receipt of permits that could cause schedule delays, although we have not experienced any significant delays in the past.


Shell Eggs


Production. Our operations are fully integrated. We hatch chicks, grow and maintain flocks of pullets, layers, and breeders, manufacture feed, and produce, process, package, and distribute shell eggs.  We produce approximately 75%84% of our total shell eggs sold, with 94%92% of such production coming from company-owned facilities, and the other 6%8% coming from contract producers.  Under a typical arrangement with a contract producer, we own the flock, furnish all feed and critical supplies, own the shell eggs produced and assume market risks. The contract producers own and operate their facilities and are paid a fee based on production with incentives for performance. We purchase approximately 25%16% of the total shell eggs we sell from outside producers.


The commercial production of shell eggs requires a source of baby chicks for laying flock replacement. We produce the majority of our chicks in our own hatcheries and obtain the balance from commercial sources. We own breeder and hatchery facilities capable of producing 18.521.2 million pullet chicks per year in a computer-controlled environment. These pullets are distributed to 43 state-of-the-art laying operations around the southwestern, southeastern, mid-western and mid-Atlantic regions of the U.S. The facilities produce an average of 2.22.4 million dozen shell eggs per day. The shell eggs are processed, graded and packaged predominantly without handling by human hands. We have spent a cumulative total of $215.3$310.5 million over the past five years to expand and upgrade our facilities with the most advanced equipment and technology available in our industry. We believe our constant attention to production efficiencies and focus on automation throughout the supply chain enables us to be a low cost supplier in all the markets in which we compete.


Feed cost represents the largest element of our farm egg production cost, ranging from 62%58% to 69% of total farm production cost in the last five fiscal years. Although feed ingredients are available from a number of sources, we have little, if any, control over the prices of the ingredients we purchase, which are affected by weather, speculators, and by various supply and demand factors.  For example, the severe drought in the summer of 2012 and resulting damage to the national corn and soybean crop resulted in high and volatile feed costs.  Increases in feed costs unaccompanied by increases in the selling price of eggs can have a material adverse effect on our operations.  However, higherHigh feed costs can encourage shell egg producers to reduce production, resulting in higher egg prices.  Alternatively, low feed costs can encourage industry overproduction, possibly resulting in lower egg prices. 


After the eggs are produced, they are graded and packaged.  Substantially all of our farms have modern “in-line” facilities to mechanically gather, grade and package the eggs produced.  The increased use of in-line facilities has generated significant cost savings compared to the cost of eggs produced from non-in-line facilities.  In addition to greater efficiency, the in-line facilities produce a higher percentage of USDA Grade A eggs, which sell at higher prices.  Eggs produced on farms owned by contractors are brought to our processing plants to be graded and packaged.

Since shell eggs are perishable, we maintain very low shell egg inventories, usually consisting of approximately four days of production.

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Egg production activities are subject to risks inherent in the agriculture industry, such as weather conditions and disease.  These risks are outside our control and could have a material adverse effect on our operations.  The marketability of shell eggs is subject to risks such as possible changes in food consumption preferences and practices reflecting perceived health concerns.


We operate in a cyclical industry with total demand that is generally steady and a product that is generally price-inelastic.  Thus, small increases in production or decreases in demand can have a large adverse effect on prices and vice-versa.  However, economic conditions in the egg industry are expected to exhibit less cyclicality in the future.  The industry is concentrating into fewer but stronger hands, which should help lessen the extreme cyclicality of the past.

Marketing. Of the 1,063.11,031.1 million dozen shell eggs sold by us in fiscal 2015,2017, our flocks produced 798.8870.3 million.


We sell our shell eggs to a diverse group of customers, including national and local grocery store chains, club stores, foodservice distributors, and egg product consumers. We utilize electronic ordering and invoicing systems that enable us to manage inventory for certain of our customers. Our top ten customers accounted for an aggregate of 67.9%69.5%, 68.5%70.6%, and 65.8%67.9% of net sales dollars for fiscal 2015, 2014,2017, 2016, and 2013,2015, respectively. Two customers, Wal-Mart Stores and Sam’s Club, on a combined basis, accounted for 25.7%28.9%, 28.2%28.9%, and 30.0%25.7% of net sales dollars during fiscal 2017, 2016, and 2015, 2014, and 2013, respectively.


The majority of eggs sold are sold based on the daily or short-term needs of our customers.  Most sales to established accounts are on open account with payment terms ranging from seven to 30 days.  Although we have established long-term relationships with many of our customers, many of them are free to acquire shell eggs from other sources.


The shell eggs we sell are either delivered to our customers’ warehouse or retail stores, either by our own fleet or contracted refrigerated delivery trucks, or are picked up by our customers at our processing facilities.


We sell our shell eggs at prices generally related to independently quoted wholesale market prices or at formulas related to our costs of production. Wholesale prices are subject to wide fluctuations.  The prices of our shell eggs reflect fluctuations in the quoted market and changes in corn and soybean meal prices, and the results of our shell egg operations are materially affected by changes in market quotations and feed costs.  Egg prices reflect a number of economic conditions, such as the supply of eggs and the demand level, which, in turn, are influenced by a number of factors we cannot control.  No representation can be made as to the future level of prices.


According to USDA reports, for the past five years, U.S. annual per capita egg consumption has growngrew from 249 eggs255 in 20092012 to 263 eggs275 in 2014.  Each of the most recent three years has seen an increase of approximately 2% over the previous year.  We2016. Looking ahead, we believe fast food restaurant consumption, high protein diet trends, reduced egg cholesterol levels, and industry advertising campaigns, and improved nutritional reputation of eggs related to better scientific understanding of the role of cholesterol in diets may result in the sustainability of currentincreased per capita egg consumption levels,levels; however, no assurance can be given that per capita consumption will not decline in the future.

We sell the majority of our shell eggs across the southwestern, southeastern, mid-western and mid-Atlantic regions of the U.S. We are a major factor in egg marketing in a majority of these states.  Many states in our market area are egg deficit regions which are areas where production of fresh shell eggs is less than total consumption.  Competition from other producers in specific market areas is generally based on price, service, and quality of product.  Strong competition exists in each of our markets.


Seasonality. Retail sales of shell eggs are greatest during the fall and winter months and lowest during the summer months.  Prices for shell eggs fluctuate in response to seasonal demand factors and a natural increase in egg production during the spring and early summer. We generally experience lower sales and net income in our fourth and first fiscal quarters ending in May and August, respectively. During the past ten fiscal years, threetwo of our first quarters resulted in net operating losses, and during this same period, twothree of our fourth quarters resulted in net operating losses.

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Specialty Eggs.We produce specialty eggs such as Egg-Land’s Best®, Land O’ Lakes®, 4Grain®, and Farmhouse® branded eggs.  Specialty eggs are intended to meet the demands of consumers who are sensitive to environmental, health and/or animal welfare issues.  Specialty shell eggs are becoming a more significant segment of the shell egg market.  During our fiscal 2016 an increasing number of large restaurant chains, food service companies and grocery chains, including our largest customers, announced goals to transition to a cage-free egg supply chain by specified future dates.    For fiscal 2015,2017, specialty eggs accounted for 27.2%43.6% of our shell egg dollar sales and 19.8%22.9% of our shell egg dozens sold, as compared to 24.3%29.1% of shell egg dollar sales and 17.2%22.9% of shell egg dozens sold in fiscal 2014.2016.  Additionally, specialty eggs sold through our co-pack arrangements accounted for an additional 2.8%3.1% of shell egg dollar sales and 1.6% of shell egg dozens sold in fiscal 2017, compared with 2.7% of shell egg dollar sales and 2.0% of shell egg dozens sold in fiscal 2015, compared with 3.8% of shell egg dollar sales and 2.7% of shell egg dozens sold in fiscal 2014.2016.  We produce and process Egg-Land’s Best® and Land O’ Lakes®branded eggs under license from EB at our facilities under EB guidelines.  The product is marketed to our established base of customers at premium prices compared to non-specialty shell eggs. Egg-Land’s Best® branded eggs accounted for approximately 15.5%23.2% of our shell egg dollar sales in fiscal 2015,2017, compared to 14.4%16.8% in fiscal 2014.2016. Based on dozens sold, Egg-Land’s Best® branded eggs accounted for 11.4%12.5% of dozens sold for fiscal 2015,2017, compared to 10.1%13.6% in fiscal 2014.2016.  Land O’ Lakes® branded eggs are produced by hens that are fed a whole grain diet, with nofree of animal fat and no animal by-products.  Farmhouse® brand eggs are produced at our facilities by cage freecage-free hens that are provided with a diet of all grain, vegetarian feed.  OurWe market organic, wholesome, cage-free, vegetarian, and omega-3 eggs under our 4Grain® 4-Grain® brand, which consists of both caged and cage freecage-free eggs.  Farmhouse®, Land O’ Lakes®, 4Grain® and other non-Egg-Land’s Best® specialty eggs accounted for 11.7%20.4% of our shell egg dollar sales in fiscal 2015,2017, compared to 9.9%12.3% in fiscal 2014,2016, and 8.4%10.4% of dozens sold for fiscal 2015,2017, compared to 7.1%9.3% for fiscal 2014.2016.

Egg Products.  Egg products are shell eggs broken and sold in liquid, frozen, or dried form. In fiscal 2015 and 20142017 egg products represented approximately 3%2% of our net sales.sales compared with approximately 4% in fiscal 2016.  We sell egg products primarily into the institutional and food service sectors in the U.S.  Our egg products are sold through our consolidated subsidiaieswholly owned subsidiary American Egg Products, LLC located in Blackshear, Georgia and our consolidated subsidiary Texas Egg Products, LLC located in Waelder, Texas.  Prices for egg products are directly related to Urner Barry quoted price levels.


Competition. The production, processing, and distribution of shell eggs is an intensely competitive business, which traditionally has attracted large numbers of producers.  Shell egg competition is generally based on price, service, and product quality. 


The U.S. shell egg industry remains highly fragmented but is characterized by a growing concentration of producers.  producers. In 2014, 592016, 56  producers with one million or more layers owned 93%97% of the 305318.6 million total U.S. layers, compared to 2000, when 63 producers with one million or more layers owned 79% of the 273 million total layers, and 1990, when 56 producers with one million or more layers owned 64% of the 232 million total layers. We believe a continuation of the concentration trend will result in reduced cyclicality of shell egg prices, but no assurance can be given in that regard. A continuation of this trend could also create greater competition among fewer producers.


Patents and Trade Names. We own the trademarks Farmhouse®, Rio Grande®,Sunups®, Sunny Meadow®and 4Grain®. We do not own any patents or proprietary technologies. We produce and market Egg-Land's Best®and Land O’ Lakes® branded eggs under license agreements with EB.  We believe these trademarks and license agreements are important to our business.  We do not know of any infringing uses that would materially affect the use of these trademarks, and we actively defend and enforce them.


Government Regulation. Our facilities and operations are subject to regulation by various federal, state, and local agencies, including, but not limited to, the United States Food and Drug Administration (“FDA”), USDA, Environmental Protection Agency (“EPA”), Occupational Safety and Health Administration and corresponding state agencies.agencies, among others. The applicable regulations relate to grading, quality control, labeling, sanitary control and waste disposal.reuse or disposal of waste. Our shell egg facilities are subject to periodic USDA, FDA and FDAEPA inspections. Our feed production facilities are subject to FDA regulation and inspections. In addition, we maintain our own inspection program to ensure compliance with our own standards and customer specifications. We are not aware of any major capital expenditures necessary to comply with suchcurrent statutes and regulations; however, there can be no assurance that we

will not be required to incur significant costs for compliance with such statutes and regulations in the future.

 In addition, rules are often proposed that, if adopted as proposed, could increase our costs. For example, in April 2016 the USDA Agricultural Marketing Service proposed rules that, if adopted, will change requirements, and increase our costs to produce organic eggs. As of July 2017, the proposed rules have not become effective.


Environmental Regulation. Our operations and facilities are subject to various federal, state, and local environmental, health and safety laws and regulations governing, among other things, the generation, storage, handling, use, transportation, disposal, and remediation of hazardous materials. Under these laws and regulations, we are required to obtain permits from governmental authorities, including, but not limited to, wastewater discharge permits. We have made, and will continue to make, capital and other expenditures relating to compliance with existing environmental, health and safety laws and regulations and permits. We are not currently aware of any major capital expenditures necessary to comply with such laws and regulations; however, because environmental, health and safety laws and regulations are becoming increasingly more stringent, including those relating to animal wastes and wastewater discharges, there can be no assurance that we will not be required to incur significant costs for compliance with such laws and regulations in the future.

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Employees.  As of May 30, 2015,June 3, 2017, we had 2,8723,578 employees, of whom 2,1902,976 worked in egg production, processing and marketing, 175178 worked in feed mill operations and 422424 were administrative employees, including our executive officers.  Approximately 4.3%3.9% of our personnel are part-time.  None of our employees are covered by a collective bargaining agreement.  We consider our relations with employees to be good.


Our Corporate Information


We were founded in 1957 in Jackson, Mississippi.  We were incorporated in Delaware in 1969. Our principal executive office is located at 3320 W  Woodrow Wilson Avenue, Jackson, Mississippi 39209. The telephone number of our principal executive office is (601) 948-6813. We maintain a website at www.calmainefoods.com where general information about our business is available. The information contained in our website is not a part of this document. Our Annual Reports on Form 10-K, our Quarterly Reports on Form 10-Q, our Current Reports on Form 8-K, Forms 3, 4 and 5 ownership reports, and all amendments to those reports are available, free of charge, through our website as soon as reasonably practicable after they are filed with the SEC. Information concerning corporate governance matters is also available on our website.


Our Common Stock is listed on The NASDAQ Global Select Market (“NASDAQ”) under the symbol “CALM.”On May 29, 2015,June 2, 2017, the last sale price of our Common Stock on NASDAQ was $56.69$38.55 per share.  Our fiscal year 20152017 ended May 30, 2015,June 3, 2017, and the first three fiscal quarters of fiscal 20152017 ended August 30, 2014,27, 2016, November 29, 2014,26, 2016, and February 28, 2015.25, 2017.  All references herein to a fiscal year means our fiscal year and all references to a year mean a calendar year.  


ITEM 1A. RISK FACTORS   


Our business and results of operations are subject to numerous risks and uncertainties, many of which are beyond our control.  The following is a description of the known factors that may materially affect our business, financial condition or results of operations.  They should be considered carefully, in addition to the information set forth elsewhere in this Annual Report on Form 10-K, including under Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in making any investment decisions with respect to our securities.  Additional risks or uncertainties that are not currently known to us, that we currently deem to be immaterial or that could apply to any company could also materially adversely affect our business, financial condition or results of operations.


Market prices of wholesale shell eggs are volatile and decreases in these prices can adversely impact our results of operations.


Our operating results are significantly affected by wholesale shell egg market prices, which fluctuate widely and are outside our control.  As a result, our prior performance should not be presumed to be an accurate indication of future

performance. Small increases in production, or small decreases in demand, can have a large adverse effect on shell egg prices. Low shell egg prices adversely effect our revenues and profits.

Market prices for wholesale shell eggs have been volatile. Shell egg prices trended upward from calendar 2002 until late 2003 and early 2004 when they rose to then historical highs.  In the early fall of calendar 2004, the demand trend related to the increased popularity of high protein diets faded dramatically and prices fell.  During the time of increased demand, the egg industry geared up to produce more eggs, resulting in an oversupply of eggs.  SinceAfter calendar 2006, supplies have beenwere more closely balanced with demand and egg prices again reached record levels in 2007 and 2008.  Egg prices had subsequently retreated from those record price levels due to increases in industry supply before reaching new highs in 2014.  In 2015, egg prices rose again due in large part due to a decrease in supply caused by the avian influenza outbreak in the upper Midwestern United States beginningU.S. from April to June 2015. While the AI outbreak significantly impacted the supply and prices of eggs, there were  no positive tests for AI at any of our locations.  The average Urner-Barry Thursday prices for the large market (i.e. generic shell eggs) in April 2015. There can be no assurance thatthe southeastern region for the months of June through November 2015 was $2.32 per dozen, with a peak of $2.97 during August.  Subsequent to November 2015, shell egg prices will remaindeclined. The Urner Barry price index hit a decade-low level in our fiscal 2016 fourth quarter. During our first quarter of fiscal 2017 it increased slightly, but remained at or near currentsignificantly lower levels or thatthan the supplycorresponding period of last year.  During our fiscal 2017 second quarter, it returned to and dropped below the low levels seen during the fiscal 2016 fourth quarter. Early in our fiscal 2017 third quarter we saw a significant increase but prices dropped again after Christmas. During our fiscal 2017 fourth quarter, it dropped yet again and approached the record low levels of the fiscal 2017 second quarter.  According to Nielsen data, retail customer demand for shell eggs willhas remained strong. The USDA reports that egg export demand has improved since the beginning of fiscal 2017; however, it has still not fully recovered from levels prior to the AI outbreak. We have experienced reduced demand for egg products, as many of our commercial customers reformulated their products to use fewer eggs when prices spiked and have been slow to resume previous egg usage. Together, these factors have created an oversupply of eggs, with continued pressure on market prices. We expect the egg markets to remain balanced in the future

under pressure and do not expect to see meaningful improvement until there is a better balance of supply and demand.


Shell egg prices are also impacted by seasonal fluctuations. Retail sales of shell eggs are greatest during the fall and winter months and lowest in the summer months. Prices for shell eggs fluctuate in response to seasonal factors and a natural increase in shell egg production during the spring and early summer. Shell egg prices tend to increase with the start of the school year and are highest prior to holiday periods, particularly Thanksgiving, Christmas and Easter. Consequently, we generally experience lower sales and net income in our first and fourth fiscal quarters ending in August and May, respectively. As a result of these seasonal and quarterly fluctuations, comparisons of our sales and operating results between different quarters within a single fiscal year are not necessarily meaningful comparisons.

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A decline in consumer demand for shell eggs can negatively impact our business.


We believe fast food restaurant consumption, reports from the medical community regarding the health benefits of shell eggs, reduced shell egg cholesterol levels, high protein diet trends, and industry advertising campaigns, and improved nutritional reputation of eggs related to better scientific understanding of the role of cholesterol in diets have all contributed to shell egg demand. However, there can be no assurance that the demand for shell eggs will not decline in the future. Adverse publicity relating to health concerns and changes in the perception of the nutritional value of shell eggs, as well as movement away from high protein diets, could adversely affect demand for shell eggs, which would have a material adverse effect on our future results of operations and financial condition.


Feed costs are volatile and increases in these costs can adversely impact our results of operations.


Feed cost represents the largest element of our shell egg (farm) production cost, ranging from 62%58% to 69% of total farm production cost in the last five fiscal years. Although feed ingredients are available from a number of sources, we have little, if any, control over the prices of the ingredients we purchase, which are affected by weather, speculators, various supply and demand factors, transportation and storage costs, and agricultural and energy policies in the U.S. and internationally.  For example, the severe drought in the summer of 2012 and resulting damage to the national corn and soybean crops resulted in high and volatile feed costs.  Increases in feed costs unaccompanied by increases in the

selling price of eggs can have a material adverse effect on the results of our operations.  Alternatively, low feed costs can encourage industry overproduction, possibly resulting in lower egg prices. 


Due to the cyclical nature of our business, our financial resultsfluctuatefrom year to year and between different quarters within a single fiscal year.


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 have tended to increase the number of layers in production with a resulting increase in the supply of shell eggs, which generally has caused a drop in shell egg prices until supply and demand returnreturned to balance. As a result, our financial results from year to year vary significantly.  Additionally, as a result of seasonal fluctuations, our financial results fluctuate significantly between different quarters within a single fiscal year.


We purchase approximately 25% aportionof the shell eggs we sell from outside producers and our ability to obtain such eggs at prices and in quantities acceptable to us could fluctuate.


We produceproduced approximately 75%84%  and 78% of the total number of shell eggs we sold by usin fiscal 2017 and purchasefiscal 2016, respectively, and purchased the remaining amountremainder from outside producers. As the wholesale price for shell eggs increases, our cost to acquire shell eggs from outside producers increases. There can be no assurance that we will be able to continue to acquire shell eggs from outside producers in sufficient quantities and satisfactory prices, and our inability to do so may have a material adverse effect on our business and profitability.


Our acquisition growth strategy subjects us to various risks.


We plan to continue to pursue a growth strategy, which includes acquisitions of other companies engaged in the production and sale of shell eggs. In fiscal year 20142017, we completed the purchase of our joint venture partner’s 50% interest in Deltathe substantially all of the egg production assets of Foodonics International Inc. and of Happy Hen Egg Farm, LLC and in fiscal year 2013 we acquired the commercial egg assets of Pilgrim’s Pride Corporation and Maxim Production Co., Inc. Acquisitions require capital resources and can divert management’s attention from our existing business. Acquisitions also entail an inherent risk that we could become subject to contingent or other liabilities, including liabilities arising from events or conduct prior to our acquisition of a business that were unknown to us at the time of acquisition. We could incur significantly greater expenditures in integrating an acquired business than we anticipated at the time of its purchase. We cannot assure you that we:

-

will identify suitable acquisition candidates;

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can consummate acquisitions on acceptable terms;

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can successfully integrate an acquired business into our operations; or

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can successfully manage the operations of an acquired business.


No assurance can be given that companies acquired by uswe acquire in the future will contribute positively to our results of operations or financial condition. In addition, federal antitrust laws require regulatory approval of acquisitions that exceed certain threshold levels of significance.

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The consideration we pay in connection with any acquisition also affects our financial results. If we pay cash, we could be required to use a portion of our available cash to consummate the acquisition. To the extent we issue shares of our Common Stock, existing stockholders may be diluted. In addition, acquisitions may result in the incurrence of debt.


Our largest customershavehistorically accounted for a significant portion of our net sales volume. Accordingly, our business may be adversely affected by the loss of, or reduced purchases by, one or more of our large customers.


For the fiscal years 2015, 2014,2017, 2016, and 2013,2015, two customers, Wal-Mart Stores and Sam’s Clubs, on a combined basis, accounted for 25.7%28.9%,  28.2%28.9%, and 30.0%25.7% of our net sales dollars, respectively.  For fiscal years 2015, 2014,2017, 2016, and 2013, 2015,

our top ten customers accounted for 67.9%69.5%,  68.5%70.6%, and 65.8%67.9% of net sales dollars, respectively. Although we have established long-term relationships with most of our customers, who continue to purchase from us based on our ability to service their needs, they are free to acquire shell eggs from other sources.If, for any reason, one or more of our largerlarge customers were to purchase significantly less of our shell eggs in the future or terminate their purchases from us, and we are not able to sell our shell eggs to new customers at comparable levels, it would have a material adverse effect on our business, financial condition, and results of operations.  


Failure to comply with applicable governmental regulations, including environmental regulations, could harm our operating results, financial condition, and reputation.  Further, we may incur significant costs to comply with any such regulations.


We are subject to federal, state and local regulations relating to grading, quality control, labeling, sanitary control, and waste disposal. As a fully-integrated shell egg producer, our shell egg facilities are subject to regulation and inspection by the USDA, EPA, and FDA, regulation, as well as regulation by various state and local health and agricultural agencies. Our shell egg processing facilities are subject to periodic USDA and FDA inspections.agencies, among others. All of our shell egg production and feed mill facilities are subject to FDA regulation and inspections.

In addition, rules are often proposed that, if adopted as proposed, could increase our costs. For example, in April 2016 the USDA Agricultural Marketing Service proposed rules that, if adopted, would change requirements, and increase our costs to produce organic eggs. As of July 2017, the proposed rules have not become effective.


Our operations and facilities are also subject to various federal, state and local environmental, health, and safety laws and regulations governing, among other things, the generation, storage, handling, use, transportation, disposal, and remediation of hazardous materials. Under these laws and regulations, we are also required to obtain permits from governmental authorities, including, but not limited to pollution/wastewater discharge permits.


If we fail to comply with an applicable law or regulation, or fail to obtain necessary permits, we could be subject to significant fines and penalties or other sanctions, our reputation could be harmed, and our operating results and financial condition could be materially adversely affected. In addition, because these laws and regulations are becoming increasingly more stringent, there can be no assurance that we will not be required to incur significant costs for compliance with such laws and regulations in the future.


Shell eggs and shell egg products are susceptible to microbial contamination, and we may be required to or voluntarily recall contaminated products.


Shell eggs and shell egg products are vulnerable to contamination by pathogens such as Salmonella.  Shipment of contaminated products, even if inadvertent, could result in a violation of law and lead to increased risk of exposure to product liability claims, product recalls and increased scrutiny by federal and state regulatory agencies.  In addition, products purchased from other producers could contain contaminants that maymight be inadvertently redistributed by us.  As such, we maymight decide or be required to recall a product if we or regulators believe it poses a potential health risk.  We do not maintain insurance to cover recall losses.  Any product recall could result in a loss of consumer confidence in our products, adversely affect our reputation with existing and potential customers and have a material adverse effect on our business, results of operations and financial condition.


Agricultural risks, including outbreaks of avian disease, could harm our business.


Our shell egg production activities are subject to a variety of agricultural risks. Unusual or extreme weather conditions, disease and pests can materially and adversely affect the quality and quantity of shell eggs we produce and distribute.  The Company maintains controls and procedures to reduce the risk of exposing our flocks to harmful diseases.  Despite our best efforts, outbreaks of avian disease can still occur and may adversely impact the health of our flocks.  An outbreak of avian disease could have a material adverse impact on our financial results by increasing government restrictions on the sale and distribution of our products.  Negative publicity from an outbreak within our industry can negatively impact customer perception, even if the outbreak does not directly impact our flocks.  If a substantial portion of our production facilities are affected by any of these factors in any given quarter or year, our business, financial condition, and results of operations could be materially and adversely affected.

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Beginning inFrom April ofthrough June 2015,  our industry has experienced a significant avian influenza outbreak, primarily in the upper Midwestern United States.  At the time of this filing, basedU.S.  Based on several published industry estimates, we believe that approximately 13%12% of the national flock of laying hens has beenwas affected.  The affected laying hens havewere either been destroyed by the disease or euthanized.  The effect this outbreak has had on our industry and our company is discussed throughout this filing.report.  There have been no positive tests for avian influenza at any of our locations, and we arelocations. We have significantly increasingincreased the biosecurity measures at all of our facilities,facilities; however we cannot be certain that our flocks will not be affected.

affected by AI or other diseases in the future. 


Our business is highly competitive.


The production and sale of fresh shell eggs, which have accounted for virtually all of our net sales in recent years, is intensely competitive. We compete with a large number of competitors that may prove to be more successful than we are in marketing and selling shell eggs. We cannot provide assurance that we will be able to compete successfully with any or all of these companies. In addition, increased competition could result in price reductions, greater cyclicality, reduced margins and loss of market share, which would negatively affect our business, results of operations, and financial condition.

Pressure from animal rights groups regarding the treatment of animals may subject us to additional costs to conform our practices to comply with developing standards or subject us to marketing costs to defend challenges to our current practices and protect our image with our customers.

We and many of our customers are facingface pressure from animal rights groups, such as People for the Ethical Treatment of Animals or PETA,("PETA"), and the Humane Society of the United States or HSUS,("HSUS"), to require that all companies that supply food products operate their business in a manner that treats animals in conformity with certain standards developed or approved by these animal rights groups. The standards typically require minimum cage space for hens, among other requirements, but some of these groups have made legislative efforts to ban any form of caged housing in various states.  California’s Proposition 2 and Assembly Bill 1437 was effective January 1, 2015, and did increase the cost of production in that State.State and for producers who sell there.  During our fiscal 2016, many large restaurant chains, food service companies and grocery chains, including our largest customers, announced goals to transition to a cage-free egg supply chain by specified future dates.  Changing our procedures and infrastructure to conform to these types of laws or anticipated customer demand for these types of guidelines has resulted and will continue to result in additional costs to our internal production of shell eggs, including capital and operating cost increases from housing and husbandry practices and modification of existing or construction of new facilities, and the increased cost for us to purchase shell eggs from our outside suppliers. While some of the increased costs have been passed on to our customers, we cannot provide assurance that we can continue to pass on these costs, or additional costs we will face,incur, in the future. 


We are dependent on our management team, and the loss of any key member of this team may adversely affect the implementation of our business plan in a timely manner.


Our success depends largely upon the continued service of our senior management team. The loss or interruption of service of one or more of our key executive officers could adversely affect our ability to manage our operations effectively and/or pursue our growth strategy. We have not entered into any employment or non-compete agreements with any of our executive officers nor do we carry any significant key-man life insurance coverage on any such persons.  


We are controlled by a principal stockholder.                

the family of our founder, Fred R. Adams, Jr.


Fred R. Adams, Jr., our Founder and Chairman Emeritus, and his spouse own 28.0%27.8% of the outstanding shares of our Common Stock, which has one vote per share.  In addition, Mr. Adams and his spouse own 74.7% and his son-in-law, Adolphus B. Baker, our President, Chief Executive Officer and Chairman of the Board, and his spouse own 25.3% of the outstanding shares of our Class A Common Stock, which has ten votes per share. Mr. Baker and his spouse also own 1.7%1.4% of the outstanding shares of our Common Stock. A conservatorship has been established to manage Mr. Adams’ affairs, with his spouse and Mr. Baker as co-conservators, as a result of the impairment of Mr. Adams’ health related to his previously disclosed stroke.  Mr. Adams continues to consult actively and regularly with the Company

and it is expected that he will continue to do so for as long as he is able.  As a result of the conservatorship, as of July 1, 2015,2017, Mr. Adams, and his spouse, and Mr. Baker possessed 52.5%52.3%, and Messrs. Adams and Baker and their spouses collectively possessed 66.5%66.2%, of the total voting power represented by the outstanding shares of our Common Stock and Class A Common Stock. These stockholdings include shares of our Common Stock accumulated under our employee stock ownership plan for the respective accounts of Messrs. Adams and Baker and Mr. Baker’s spouse.

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The Adams family intendsand Baker families intend to retain ownership of a sufficient amount of Common Stock and Class A Common Stock to assure its continued ownership of over 50% of the combined voting power of our outstanding shares of capital stock. Such ownership will make an unsolicited acquisition of the Company more difficult and discourage certain types of transactions involving a change of control of our Company, including transactions in which the holders of Common Stock might otherwise receive a premium for their shares over then current market prices. In addition, certain provisions of our Certificate of Incorporation require that our Class A Common Stock be issued only to Fred R. Adams, Jr. and members of his immediate family, and if shares of our Class A Common Stock, by operation of law or otherwise, are deemed not to be owned by Mr. Adams or a member of his immediate family, the voting power of any such shares shall be automatically reduced to one vote per share. The Adams family’sand Baker families’ controlling ownership of our capital stock may adversely affect the market price of our Common Stock.


Based on Mr. Adams’the Adams family’s beneficial ownership of our outstanding capital stock, we are a “controlled company,” as defined in Rule 5615(c)(1) of the NASDAQ’s listing standards. Accordingly, we are exempt from certain requirements of NASDAQ’s corporate governance listing standards, including the requirement to maintain a majority of independent directors on our board of directors and the requirements regarding the determination of compensation of executive officers and the nomination of directors by independent directors. 


Current and any future litigation could expose us to significant liabilities and adversely affect our business reputation.


We and certain of our subsidiaries are involved in various legal proceedings.  Litigation is inherently unpredictable, and although we believe we have meaningful defenses in these matters, we may incur judgments or enter into settlements of claims that could have a material adverse effect on our results of operations, cash flow and financial condition.  For a discussion of legal proceedings see Item 3 below.  Such lawsuits are expensive to defend, divert management’s attention, and may result in significant judgments or settlements.  Legal proceedings may expose us to negative publicity, which could adversely affect our business reputation and customer preference for our products and brands.


Impairment in the carrying value of goodwill or other assets could negatively affect our results of operations or net worth.


Goodwill represents the excess of the cost of business acquisitions over the fair value of the identifiable net assets acquired.  Goodwill is reviewed at least annually for impairment by assessing qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount.  As of May 30, 2015,June 3, 2017, we had $29.2$35.5 million of goodwill.  While we believe the current carrying value of this goodwill is not impaired, any future goodwill impairment charges could materially adversely affect our results of operations in any particular period or our net worth.


The loss of any registered trademark or other intellectual property could enable other companies to compete more effectively with us.


We utilize intellectual property in our business.  For example, we own the trademarks Farmhouse®,  Rio Grande®,  Sunups®,  Sunny Meadow® and 4Grain®.  We also produce and market Egg-Land’s Best® and Land O’ Lakes® under license agreements with EB.  We have invested a significant amount of money in establishing and promoting our trademarked brands.  The loss or expiration of any intellectual property could enable other companies to compete more effectively with us by allowing our competitors to make and sell products substantially similar to those we offer.  This could negatively impact our ability to produce and sell the associated products, thereby adversely affecting our operations.



Extreme weather, natural disasters or other events beyond our control could negatively impact our business.


Fire, bioterrorism, pandemic, extreme weather or natural disasters, including droughts, floods, excessive cold or heat, hurricanes or other storms, could impair the health or growth of our flocks, production or availability of feed ingredients, or interfere with our operations due to power outages, fuel shortages, discharges from overtopped or breached wastewater treatment lagoons, damage to our production and processing facilities or disruption of transportation channels, among other things. Any of these factors could have a material adverse effect on our financial results.


Failure of our information technology systems or software, or a security breach of those systems, could adversely affect our day-to-day operations and decision making processes and have an adverse effect on our performance.

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The efficient operation of our business depends on our information technology systems. We rely on our information technology systems to effectively manage our business data, communications, logistics, accounting and other business processes. If we do not allocate and effectively manage the resources necessary to build and sustain an appropriate technology environment, our business or financial results could be negatively impacted. In addition, our information technology systems may be vulnerable to damage or interruption from circumstances beyond our control, including systems failures, viruses, ransomware, security breaches or cyber incidents such as intentional cyber-attacks aimed at theft of sensitive data or inadvertent cyber-security compromises.


A security breach of such information could result in damage to our reputation and could negatively impact our relations with our customers or employees. Any such damage or interruption could have a material adverse effect on our business.


We currently participate in several joint ventures and may participate in other joint ventures in the future. We could be adversely affected if any of our joint venture partners are unable or unwilling to fulfill their obligations or if we have disagreements with any of our joint venture partners that are not satisfactorily resolved.

We currently have investments in and commitments to several joint ventures and we may participate in other joint ventures in the future. Under existing joint venture agreements, we and our joint venture partners could be required to, among other things, provide guarantees of obligations or contribute additional capital and we may have little or no control over the amount or timing of these obligations. If our joint venture partners are unable or unwilling to fulfill their obligations or if we have any unresolved disagreements with our joint venture partners, we may be required to fulfill those obligations alone, expend additional resources to continue development of projects, or we may be required to write down our investments at amounts that could be significant.

ITEM 1B.  UNRESOLVED STAFF COMMENTS

None.
COMMENTS

None.

ITEM 2. PROPERTIES


We operate farms, processing plants, hatcheries, feed mills, warehouses, offices and other properties located in Alabama, Arkansas, Florida, Georgia, Kansas, Kentucky, Louisiana, Mississippi, North Carolina, Ohio, Oklahoma, South Carolina, Tennessee, Texas and Utah. As of July 1, 2015,June 3, 2017, the facilities included three breeding facilities, two hatcheries, twosix wholesale distribution centers, 2122 feed mills, 4344 shell egg production facilities, 2726 pullet growing facilities, and 4042 processing and packing facilities.  We own significant interests in two companies that ownfacilities, and one egg products facilities,facility.  We also own a significant interest in a company that owns an egg products facility, which areis consolidated in our financial statements. Most of our operations are conducted from properties we own.

As of May 30, 2015,June 3, 2017, we owned approximately 25,46127,001 acres of land in various locations throughout our geographic market area. We have the ability to hatch 21.2 million pullet chicks annually, grow 24.925.2 million pullets annually, house 39.543.2 million laying hens, and control the production of 37.939.2 million layers, with the remainder controlled by contract growers. We own mills that can produce 744746 tons of feed per hour, and processing facilities capable of processing 13,86016,260 cases of shell eggs per hour (with each case containing 30 dozen shell eggs).


Over the past five fiscal years, our capital expenditures, excluding acquisitions of shell egg production and processing facilities from others, have totaled an aggregate amount of approximately $215.3$310.5 million. 


ITEM 3.  LLEGAL PROCEEDINGS

Egg Antitrust Litigation

Since September 25, 2008, the Company has been named as one of several defendants in numerous antitrust cases involving the United States shell egg industry.  In some of these cases, the named plaintiffs allege that they purchased eggs or egg products directly from a defendant and have sued on behalf of themselves and a putative class of others who claim to be similarly situated.  In other cases, the named plaintiffs allege that they purchased shell eggs and egg products directly from one or more of the defendants but sue only for their own alleged damages and not on behalf of a putative class.  In the remaining cases, the named plaintiffs are individuals or companies who allege that they purchased shell eggs indirectly from one or more of the defendants - that is, they purchased from retailers that had previously purchased from defendants or other parties - and have sued on behalf of themselves and a putative class of others who claim to be similarly situated.

The Judicial Panel on Multidistrict Litigation consolidated all of the putative class actions (as well as certain other cases in which the Company was not a named defendant) for pretrial proceedings in the United States District Court for the Eastern District of Pennsylvania. The Pennsylvania court organized the putative class actions around two groups (direct purchasers and indirect purchasers) and named interim lead counsel for the named plaintiffs in each group.

The Direct Purchaser Putative Class ActionEGAL PROCEEDINGS. The direct purchaser putative class cases were consolidated into In re: Processed Egg Products Antitrust Litigation, No. 2:08-md-02002-GP, in the United States District Court for the Eastern District of Pennsylvania. As previously reported, in November 2014, the Court approved the Company’s settlement with the direct purchaser plaintiff class and entered final judgment dismissing with prejudice the class members’ claims against the Company.


The Indirect Purchaser Putative Class Action.  The indirect purchaser putative class cases were consolidated into In re: Processed Egg Products Antitrust Litigation, No. 2:08-md-02002-GP, in the United States District Court for the Eastern District of Pennsylvania.  On April 20-21, 2015, the Court held an evidentiary hearing on the indirect purchaser plaintiffs’ motion for class certification. On September 18, 2015, the Court denied the indirect purchaser plaintiffs’ motion for class certification of 21 separate classes seeking damages under the laws of 21 states, holding that the plaintiffs were not able to prove that their purported method for ascertaining class membership was reliable or administratively feasible, that common questions would predominate, or that their proposed class approach would be manageable in a single trial.  In addition to barring any right to pursue a class monetary remedy under state law, the Court also denied indirect purchaser plaintiffs’ request for certification of an injunctive-relief class under federal law. However, the court allowed the indirect purchaser plaintiffs to renew their motion for class certification seeking a federal injunction. The plaintiffs filed their renewed motion to certify an injunctive-relief class on October 23, 2015. The Company joined the other defendants in opposing that motion on November 20.  The plaintiffs filed their reply memorandum on December 11, 2015, and on March 7, 2017, the Court heard arguments on the renewed motion for injunctive class certification. On June 27, 2017, the Court denied plaintiffs’ renewed motion for injunctive class certification. The plaintiffs also filed a petition with the United States Court of Appeals for the Third Circuit, asking the court to hear an immediate appeal of the trial court’s denial of the motion to certify 21 state-law damages classes. On December 3, 2015, the Third Circuit entered an order staying its consideration of the plaintiffs’ request for an immediate appeal of the damages-class ruling pending the trial court’s resolution of the plaintiffs’ renewed motion to certify an injunctive-relief class. On July 11, 2017 the plaintiffs filed a petition with the Third Circuit asking the court to hear an appeal of the June 27 order denying plaintiffs’ renewed motion for injunctive class certification. On July 21, 2017, the Company joined other defendants in a response filed with the Third Circuit opposing the plaintiffs' petition.

The Non-Class Cases. Six of the cases in which plaintiffs do not seek to certify a class have been consolidated with the putative class actions into In re: Processed Egg Products Antitrust Litigation, No. 2:08-md-02002-GP, in the United States District Court for the Eastern District of Pennsylvania. The court granted with prejudice the defendants’ renewed

motion to dismiss the non-class plaintiffs’ claims for damages arising before September 24, 2004. On July 2, 2015, the Company filed and joined several motions for summary judgment that sought either dismissal of all of the claims in all of these cases or, in the alternative, dismissal of portions of these cases. On July 2, 2015, the non-class plaintiffs filed a motion for summary judgment seeking dismissal of certain affirmative defenses based on statutory immunities from federal antitrust law. The Court heard oral argument on the motions for summary judgment on February 22 and 23, 2016. On September 6, 2016, the Court granted the defendants’ motion for summary judgment against the plaintiffs’ claims arising from their purchases of egg products, dismissing those claims with prejudice. On September 9, 2016, the Court granted in part the Company’s motion for summary judgment on liability, dismissing as a matter of law the plaintiffs’ allegations of a side agreement to cease construction of new facilities and ruling that the plaintiffs’ allegations against United Egg Producers (UEP) animal-welfare guidelines must be evaluated at trial under the rule of reason. On September 12, 2016, the Court granted in part the Company’s motion for summary judgment on damages, ruling that plaintiffs cannot recover damages on purchases of eggs from non-defendants and cannot recover any relief on eggs and egg products produced or sold in Arizona after October 1, 2009, the date that Arizona mandated that all eggs sold or produced in that state must be produced in compliance with the 2008 version of the UEP animal-welfare guidelines. On September 13, 2016, the Court granted in part the plaintiffs’ motion for summary judgment as to the applicability of the Capper-Volstead defense, ruling that United States Egg Marketers (an industry cooperative of which the Company is a member) may invoke the defense at trial but that UEP (another industry cooperative of which the Company is a member) cannot. The Capper-Volstead defense is a defense pursuant to the Capper-Volstead Act (the Co-operative Marketing Associations Act), enacted by Congress in 1922, which gives certain associations of farmers certain exemptions from antitrust laws. On October 4, 2016, certain direct action plaintiffs (Kraft Food Global, Inc., General Mills, Inc., Nestle USA, Inc., and The Kellogg Company) filed an appeal to the United States Court of Appeals for the Third Circuit from the District Court’s Order dated September 6, 2016, granting defendants’ motion for summary judgment and dismissing with prejudice all claims based on the purchase of egg products. These plaintiffs filed their opening brief on March 7, 2017. The defendants filed their response brief on April 20. These plaintiffs filed their reply brief on May 18. The court of appeals heard oral argument on July 11, 2017, but has not issued a ruling. On November 22, 2016, the non-class plaintiffs filed a motion asking the Court to hold a status conference and asking the court to set the non-class cases for trial in June of 2017. The parties in all of the remaining class and non-class cases submitted several different proposed trial schedules to the court, and a status conference was held on February 9, 2017. A trial date has not yet been set.

Allegations in Each Case. In all of the cases described above, the plaintiffs allege that the Company and certain other large domestic egg producers conspired to reduce the domestic supply of eggs in a concerted effort to raise the price of eggs to artificially high levels. In each case, plaintiffs allege that all defendants agreed to reduce the domestic supply of eggs by: (a) agreeing to limit production; (b) manipulating egg exports; and (c) implementing industry-wide animal welfare guidelines that reduced the number of hens and eggs.

The named plaintiffs in the remaining indirect purchaser putative class action seek treble damages under the statutes and common-law of various states and injunctive relief under the Sherman Act on behalf of themselves and all other putative class members in the United States. Although plaintiffs allege a class period starting in October, 2006 and running “through the present,” the Court denied the plaintiffs’ motion to certify classes seeking damages under the laws of 21 states and denied without prejudice the plaintiffs’ motion to certify an injunctive-relief class, although the plaintiffs have filed a renewed motion to certify an injunctive-relief class, as discussed above.

Five of the original six non-class cases remain pending against the Company. The principal plaintiffs in these cases are: The Kroger Co.; Publix Super Markets, Inc.; SUPERVALU, Inc.; Safeway, Inc.; Albertsons LLC; H.E. Butt Grocery Co.; The Great Atlantic & Pacific Tea Company, Inc.; Walgreen Co.; Hy-Vee, Inc.; and Giant Eagle, Inc. In four of these remaining non-class cases, the plaintiffs seek treble damages and injunctive relief under the Sherman Act.  In one of those four cases, the plaintiffs purchased only egg products, and as noted above, the Court dismissed with prejudice all claims arising from the purchase of egg products. On October 4, 2016, the four plaintiffs in that case (Kraft Food Global, Inc., General Mills, Inc., Nestle USA, Inc., and The Kellogg Company) appealed that decision to the United States Court of Appeals for the Third Circuit. In the fifth remaining non-class case, the plaintiff seeks treble damages and injunctive relief under the Sherman Act and the Ohio antitrust act (known as the Valentine Act).


The Pennsylvania court has entered a series of orders related to case management, discovery, class certification, summary judgment, and scheduling.  The Court has also denied all four motions that the plaintiffs filed to exclude testimony from certain expert witnesses retained by the defendants. The Pennsylvania court has not set a trial date for any of the Company’s remaining consolidated cases (non-class and indirect purchaser cases). As noted above, the court held a hearing on the parties’ proposed trial schedules but has not yet set a trial date.

The Company intends to continue to defend the remaining cases as vigorously as possible based on defenses which the Company believes are meritorious and provable.  While management believes that the likelihood of a material adverse outcome in the overall egg antitrust litigation has been significantly reduced as a result of the settlements and rulings described above, there is still a reasonable possibility of a material adverse outcome in the remaining egg antitrust litigation. At the present time, however, it is not possible to estimate the amount of monetary exposure, if any, to the Company because of these cases. Accordingly, adjustments, if any, which might result from the resolution of these remaining legal matters, have not been reflected in the financial statements.

State of Oklahoma Watershed Pollution Litigation

On June 18, 2005, the State of Oklahoma filed suit, in the United States District Court for the Northern District of Oklahoma, against Cal-Maine Foods, Inc. and Tyson Foods, Inc. and affiliates, Cobb-Vantress, Inc., Cargill, Inc. and its affiliate, George’s, Inc. and its affiliate, Peterson Farms, Inc. and Simmons Foods, Inc. The State of Oklahoma claims that through the disposal of chicken litter the defendants have polluted the Illinois River Watershed. This watershed provides water to eastern Oklahoma. The complaint seeks injunctive relief and monetary damages, but the claim for monetary damages has been dismissed by the court. Cal-Maine Foods, Inc. discontinued operations in the watershed. Accordingly, we do not anticipate that Cal-Maine Foods, Inc. will be materially affected by the request for injunctive relief unless the court orders substantial affirmative remediation. Since the litigation began, Cal-Maine Foods, Inc. purchased 100% of the membership interests of Benton County Foods, LLC, which is an ongoing commercial shell egg operation within the Illinois River Watershed. Benton County Foods, LLC is not a defendant in the litigation.

The trial in the case began in September 2009 and concluded in February 2010. The case was tried to the court 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.

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Egg Antitrust Litigation

Since September 25, 2008, the Company has been named as one of several defendants in numerous antitrust cases involving the United States shell egg industry.  In some of these cases, the named plaintiffs allege that they purchased eggs or egg products directly from a defendant and have sued on behalf of themselves and a putative class of others who claim to be similarly situated.  In other cases, the named plaintiffs allege that they purchased shell eggs and egg products directly from one or more of the defendants but sue only for their own alleged damages and not on behalf of a putative class.  In the remaining cases, the named plaintiffs are individuals or companies who allege that they purchased shell eggs indirectly from one or more of the defendants - that is, they purchased from retailers that had previously purchased from defendants or other parties – and have sued on behalf of themselves and a putative class of others who claim to be similarly situated.

The Judicial Panel on Multidistrict Litigation consolidated all of the putative class actions (as well as certain other cases in which the Company was not a named defendant) for pretrial proceedings in the United States District Court for the Eastern District of Pennsylvania. The Pennsylvania court has organized the putative class actions around two groups (direct purchasers and indirect purchasers) and has named interim lead counsel for the named plaintiffs in each group.

The Direct Purchaser Putative Class Action. The direct purchaser putative class cases were consolidated into In re: Processed Egg Products Antitrust Litigation, No. 2:08-md-02002-GP, in the United States District Court for the Eastern District of Pennsylvania.  On November 25, 2014, after approving the parties’ settlement of the case, the Court entered final judgment dismissing all claims against the Company with prejudice and dismissing the Company from this direct purchaser class action.  On January 23, 2015, direct action plaintiffs Kraft Foods Global, Inc., General Mills, Inc., Nestle USA, Inc., and The Kellogg Company filed a motion either to exclude themselves from the settlement between the direct purchaser plaintiffs and the Company or to enlarge their time to opt-out of the settlement between the direct purchaser plaintiffs and the Company and modify the final judgment entered on November 25, 2014.  On February 13, 2015, the Company filed its response in opposition.  On July 1, 2015, the Court held an evidentiary hearing on this motion.  The Court has not ruled on this motion.

The Indirect Purchaser Putative Class Action.  The indirect purchaser putative class cases were consolidated into In re: Processed Egg Products Antitrust Litigation, No. 2:08-md-02002-GP, in the United States District Court for the Eastern District of Pennsylvania.  The court granted with prejudice the defendants’ renewed motion to dismiss damages claims arising outside the limitations period applicable to most causes of action.  On April 20-21, 2015, the Court held an evidentiary hearing on the indirect purchaser plaintiffs’ motion for class certification.  The Court has not ruled on that motion.  On July 2, 2015, the Company filed and joined several motions for summary judgment that sought either dismissal of the entire case or, in the alternative, dismissal of portions of the case.  On July 2, 2015, the indirect purchaser plaintiffs filed motions for summary judgment seeking dismissal of certain affirmative defenses based on statutory immunities from federal and state antitrust laws.  Briefing on the parties’ respective motions for summary judgment will continue over the next two months, and the Court has not indicated when it will rule on these motions.

The Non-Class Cases. Six of the cases in which plaintiffs do not seek to certify a class have been consolidated with the putative class actions into In re: Processed Egg Products Antitrust Litigation,  No. 2:08-md-02002-GP, in the United States District Court for the Eastern District of Pennsylvania.  The court granted with prejudice the defendants’ renewed motion to dismiss the non-class plaintiffs’ claims for damages arising before September 24, 2004.  The parties have completed nearly all fact discovery related to these cases.  On July 2, 2015, the Company filed and joined several motions for summary judgment that sought either dismissal of all of the claims in all of these cases or, in the alternative, dismissal of portions of these cases.  On July 2, 2015, the non-class plaintiffs filed a motion for summary judgment seeking dismissal of certain affirmative defenses based on statutory immunities from federal antitrust law.  Briefing on the parties’ respective motions for summary judgment will continue over the next two months, and the Court has not indicated when it will rule on these motions.

Allegations in Each Case. In all of the cases described above, the plaintiffs allege that the Company and certain other large domestic egg producers conspired to reduce the domestic supply of eggs in a concerted effort to raise the price of eggs to artificially high levels.  In each case, plaintiffs allege that all defendants agreed to reduce the domestic supply of eggs by: (a) agreeing to limit production; (b) manipulating egg exports; and (c) implementing industry-wide animal welfare guidelines that reduced the number of hens and eggs.

The named plaintiffs in the remaining indirect purchaser putative class action seek treble damages and injunctive relief on behalf of themselves and all other putative class members in the United States.  Although plaintiffs allege a class period starting on January 1, 2000 and running “through the present,” the Court ruled that the plaintiffs cannot recover damages allegedly incurred outside the state-specific statute of limitations period applicable to most causes of action asserted, with the precise damages period

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determined on a state-by-state and claim-by-claim basis.  The indirect purchaser putative class action seeks injunctive relief under the Sherman Act and damages under certain statutes and the common-law of various states.

Five of the original six non-class cases remain pending against the Company.  In four of the remaining non-class cases, the plaintiffs seek damages and injunctive relief under the Sherman Act.  In the other remaining non-class case, the plaintiff seeks damages and injunctive relief under the Sherman Act and the Ohio antitrust act (known as the Valentine Act).

The Pennsylvania court has entered a series of orders related to case management, discovery, class certification, and scheduling.  The Pennsylvania court has not set a trial date for any of the Company’s remaining consolidated cases (non-class and indirect purchaser cases).

The Company intends to continue to defend the remaining cases as vigorously as possible based on defenses which the Company believes are meritorious and provable.  While management believes that the likelihood of a material adverse outcome in the overall egg antitrust litigation has been significantly reduced as a result of the settlements described above, there is still a reasonable possibility of a material adverse outcome in the remaining egg antitrust litigation.  At the present time, however, it is not possible to estimate the amount of monetary exposure, if any, to the Company because of these cases.  Accordingly, adjustments, if any, which might result from the resolution of these remaining legal matters, have not been reflected in the financial statements.

Florida Civil Investigative Demand


On November 4, 2008, the Company received an antitrust civil investigative demand from the Attorney General of the State of Florida. The demand seeks production of documents and responses to interrogatories relating to the production and sale of eggs and egg products. The Company is cooperating with this investigation and has, on three occasions, entered into an agreement with the State of Florida tolling the statute of limitations applicable to any supposed claims the State is investigating. No allegations of wrongdoing have been made against the Company in this matter.

Environmental Information Request

In July 2011, the Company received an information request from the United States Environmental Protection Agency (“EPA”) pursuant to Section 308 of the Clean Water Act (“Act”). The Request stated that the information was sought by the EPA to investigate compliance with the Act and requested information pertaining to facilities involved in animal feeding operations, which are owned or operated by the Company or its affiliates.  The Company timely responded to the Request by providing information on each of the subject facilities.  The EPA subsequently sent a notice of noncompliance to the Company dated March 29, 2012 related only to the Company’s Edwards, Mississippi facility. The Company previously announced a settlement with the EPA and the Mississippi Department of Environmental Quality related to the notice, and a Consent Decree memorializing the settlement was entered on June 30, 2015 in the United States of America and State of Mississippi, by and through the Mississippi Commission on Environmental Quality v. Cal-Maine Foods, Inc. Civil Action No. 3:15-cv-00278-HTW-LRA, in the U.S. District Court for the Southern District of Mississippi, Northern Division. The terms and conditions of the settlement related only to the Edwards, Mississippi facility and are not expected to have a material impact to the Company’s results of operations. Management believes the risk of material loss related to non-settled matters relating to the 2011 notice to be remote.

Miscellaneous


Other Matters

In addition to the above, the Company is involved in various other claims and litigation incidental to its business. Although the outcome of these matters cannot be determined with certainty, management, upon the advice of counsel, is of the opinion that the final outcome should not have a material effect on the Company’s consolidated results of operations or financial position.

At this time, it is not possible for us to predict the ultimate outcome of the matters set forth above.


ITEM 4. MINE SAFETY DISCLOSURES


Not applicable.

applicable.

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PART II.


ITEM 5.  MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERSAND

ISSUER PURCHASES OF EQUITY SECURITIES


Our Common Stock is traded on the NASDAQ Global Select Market under the symbol “CALM”.  The last reported saleclosing price for our Common Stock on July 16, 201517, 2017 was $53.66$35.55 per share. The following table sets forth the high and low daily salesales prices and dividends per share for each of the four quarters of fiscal 20142016 and fiscal 2015, as adjusted to reflect the effect of the 2-for-1 stock split effected in October 2014.

2017.  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales Price

 

 

 

Fiscal Year Ended

Fiscal Quarter

 

High

 

Low

 

 

Dividends (1)

 

 

 

 

 

 

 

 

 

 

 

May 31, 2014

First Quarter

 

$

25.94 

 

$

22.35 

 

$

0.034 

 

Second Quarter

 

 

27.48 

 

 

22.92 

 

 

0.181 

 

Third Quarter

 

 

30.31 

 

 

24.71 

 

 

0.296 

 

Fourth Quarter

 

 

34.88 

 

 

27.74 

 

 

0.217 

 

 

 

 

 

 

 

 

 

 

 

May 30, 2015

First Quarter

 

$

39.65 

 

$

34.58 

 

$

0.191 

 

Second Quarter

 

 

47.98 

 

 

39.86 

 

 

0.252 

 

Third Quarter

 

 

44.18 

 

 

34.94 

 

 

0.350 

 

Fourth Quarter

 

 

59.86 

 

 

35.86 

 

 

0.317 

    Sales Price  
Fiscal Year Ended Fiscal Quarter High Low Dividends (1)
         
May 28, 2016 First Quarter $57.94
 $44.13
 $0.983
  Second Quarter 63.25
 50.27
 0.751
  Third Quarter 56.50
 44.94
 0.441
  Fourth Quarter 55.43
 44.65
 —
     
  
  
June 3, 2017 First Quarter $45.75
 $40.11
 $—
  Second Quarter 46.15
 36.50
 —
  Third Quarter 45.45
 37.95
 —
  Fourth Quarter 41.25
 36.35
 —

(1)

Represents dividends paid with respect to such quarter, after the end of the quarter. See “Dividends” below.


There is no public trading market for the Class A Common Stock, all theStock.  All outstanding Class A shares of which are owned by Fred R. Adams, Jr., our Founder and Chairman Emeritus, and his spouse (74.7%), and his son-in-law Adolphus Baker, and their spouses.  For additional information about our President, Chief Executive Officercapital stock, see Note 14 to the Notes to Consolidated Financial Statements in this report.

Issuer Purchases of Equity Securities

There were no purchases of our Common Stock made by or on behalf of our company or any affiliated purchaser during our fiscal 2017 fourth quarter.


Stock Performance Graph

The following graph shows a comparison of cumulative total shareholder return, calculated on a dividend reinvested basis, for the Company, the NASDAQ Composite Total Return, and Chairmanthe NASDAQ 100 Total Return for the five years ended June 3, 2017. As the only publicly held company in the shell egg business, the Company uses the NASDAQ 100 Total Return index in lieu of a published industry index or peer group. The graph assumes $100 was invested on June 2, 2012 in the Board and his spouse (25.3%).

stock or index. Each date plotted indicates the last day of a fiscal quarter.


Stockholders


At July 16, 2015,17, 2017, there were approximately 307333 record holders of our Common Stock and approximately 27,67847,927 beneficial owners whose shares were held by nominees or broker dealers.


Dividends 


Cal-Maine has a dividend policy adopted by its Board of Directors.  Pursuant to the policy, Cal-Maine pays a dividend to shareholders of its Common Stock and Class A Common Stock on a quarterly basis for each quarter for which the Company reports net income attributable to Cal-Maine Foods, Inc. computed in accordance with generally accepted accounting principles in an amount equal to one-third (1/3) of such quarterly income. Dividends are paid to shareholders of record as of the 60th day following the last day of such quarter, except for the fourth fiscal quarter.  For the fourth quarter, the Company will pay 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 last quarter for which a dividend was paid.  At June 3, 2017, cumulative losses that must be recovered prior to paying a dividend were $74.7 million. The Company’s loan agreements provide that unless otherwise approved by its lenders, the Company must limit

dividends paid in any quarter to not exceed an amount equal to one-third of the previous quarter’s consolidated net income, which dividends are allowed to be paid if there are no events of default.

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Table of Contents

Recent Sales of Unregistered Securities


No sales of securities without registration under the Securities Act of 1933 occurred during our fiscal year ended May 30, 2015.

June 3, 2017.


Securities Authorized for Issuance under Equity Compensation Plans

Equity Compensation Plan Information

(a)

(a)

(b)

(b)

(c)

Number of securities to be issued upon exercise of outstanding options, warrants and rights

Weighted average exercise price of outstanding options, warrants and rights

Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))

Equity compensation plans approved by shareholders

 -

—

$                       -


935,260 $		—
503,242

Equity compensation plans not approved by shareholders

 -

—

- 


 -

—
—

Total

 -

—

$                       -


935,260 $		—
503,242

(a)

There were no outstanding options, warrants or rights as of May 30, 2015.June 3, 2017.  There were 335,140247,735 shares of restricted stock outstanding under our 2012 Omnibus Long-Term Incentive Plan as of May 30, 2015

June 3, 2017.

(b)

There were no outstanding options, warrants or rights as of May 30, 2015

June 3, 2017.

(c)

Shares available for future issuance as of May 30, 2015June 3, 2017 under our 2012 Omnibus Long-Term Incentive Plan (655,260)

Plan. 

For additional information, see Note 11 to Notes to the Consolidated Financial Statements.

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ITEM 6.  SELECTED FINANCIAL DATA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal Years Ended

 

 

 

May 30

 

May 31

 

June 1

 

June 02

 

May 28

 

 

 

2015

 

2014 *

 

 2013 +

 

2012

 

2011

 

 

 

52 wks

 

52 wks

 

52 wks

 

53 wks

 

52 wks

Statement of Operations Data (in thousands, except per shares data)

 

 

 

 

 

 

 

 

 

 

 

Net sales 

 

$

1,576,128 

$

1,440,907 

$

1,288,104 

$

1,113,116 

$

941,981 

Cost of sales 

 

 

1,180,407 

 

1,138,143 

 

1,073,555 

 

911,334 

 

757,050 

Gross profit 

 

 

395,721 

 

302,764 

 

214,549 

 

201,782 

 

184,931 

Selling, general and administrative 

 

 

160,386 

 

156,712 

 

126,956 

 

113,130 

 

101,448 

Legal settlement expense

 

 

 -

 

 -

 

28,000 

 

 -

 

 -

Operating income

 

 

235,335 

 

146,052 

 

59,593 

 

88,652 

 

83,483 

Other income (expense): 

 

 

 

 

 

 

 

 

 

 

 

Interest expense, net of interest income

 

 

(515)

 

(2,656)

 

(3,906)

 

(3,758)

 

(6,022)

Loss on early extinguishment of debt

 

 

 -

 

 -

 

 -

 

 -

 

(2,648)

Equity in income of affiliates 

 

 

2,657 

 

3,512 

 

3,480 

 

7,495 

 

4,701 

Gain on sale of investment in Eggland’s Best®

 

 

 -

 

 -

 

 -

 

 -

 

4,829 

Distribution from Eggland’s Best® 

 

 

 -

 

 -

 

 -

 

38,343 

 

 -

Patronage dividends

 

 

6,893 

 

6,139 

 

14,300 

 

6,607 

 

4,885 

Other, net

 

 

2,179 

 

8,795 

 

2,101 

 

1,738 

 

2,443 

Total other income

 

 

11,214 

 

15,790 

 

15,975 

 

50,425 

 

8,188 

Income before income tax and noncontrolling interest 

 

 

246,549 

 

161,842 

 

75,568 

 

139,077 

 

91,671 

Income tax expense

 

 

84,268 

 

52,035 

 

24,807 

 

49,110 

 

33,403 

Net income including noncontrolling interest

 

 

162,281 

 

109,807 

 

50,761 

 

89,967 

 

58,268 

Less: Net income (loss) attributable to noncontrolling interest

 

 

1,027 

 

600 

 

338 

 

232 

 

(2,571)

Net income attributable to Cal-Maine Foods, Inc.

 

$

161,254 

$

109,207 

$

50,423 

$

89,735 

$

60,839 

Net income per common share: 

 

 

 

 

 

 

 

 

 

 

 

Basic 

 

$

3.35 

$

2.27 

$

1.05 

$

1.88 

$

1.28 

Diluted 

 

$

3.33 

$

2.26 

$

1.05 

$

1.88 

$

1.27 

 

 

 

 

 

 

 

 

 

 

 

 

Cash dividends per common share

 

$

1.11 

$

0.73 

$

0.38 

$

0.63 

$

0.43 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding: 

 

 

 

 

 

 

 

 

 

 

 

Basic 

 

 

48,136 

 

48,095 

 

47,967 

 

47,750 

 

47,710 

Diluted 

 

 

48,437 

 

48,297 

 

48,088 

 

47,884 

 

47,884 

Balance Sheet Data (in thousands)

 

 

 

 

 

 

 

 

 

 

 

Working capital 

 

$

377,027 

$

324,292 

$

284,686 

$

301,546 

$

247,559 

Total assets 

 

 

928,653 

 

811,661 

 

745,627 

 

726,316 

 

640,843 

Total debt (including current maturities) 

 

 

50,860 

 

61,093 

 

65,020 

 

76,220 

 

88,161 

Total stockholders’ equity 

 

 

704,562 

 

594,745 

 

518,044 

 

479,328 

 

418,877 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Data:   

 

 

 

 

 

 

 

 

 

 

 

Total number of layers at period-end (thousands) 

 

 

33,696 

 

32,372 

 

30,967 

 

26,174 

 

26,819 

Total shell eggs sold (millions of dozens) 

 

 

1,063.1 

 

1,013.7 

 

948.5 

 

884.3 

 

821.4 

*    Results for fiscal 2014 include the results of operations (subsequent to acquisition) of our joint venture partner’s 50% interest in Delta Egg Farm, LLC, which was consolidated with our operations as of March 1, 2014.  Prior to March 1, 2014, our equity in earnings in Delta Egg Farm, LLC are included in Equity in income of affiliates.

+   Results for fiscal 2013 include the results of operations (subsequent to acquisition) of the commercial egg assets acquired from Pilgrim’s Pride Corporation, which were consolidated with our operations as of August 10, 2012, and the commercial egg assets from Maxim Production Co., Inc., which were consolidated with our operations as of November 15, 2012. 

18

  Fiscal Years Ended
Statement of Operations Data (in thousands, except per share data) 
June 3,
2017 ^
 May 28, 2016 May 30, 2015 
May 31,
2014 *
 
June 1,
2013 †
  53 wks 52 wks 52 wks 52 wks 52 wks
Net sales  $1,074,513
 $1,908,650
 $1,576,128
 $1,440,907
 $1,288,104
Cost of sales  1,028,963
 1,260,576
 1,180,407
 1,138,143
 1,073,555
Gross profit  45,550
 648,074
 395,721
 302,764
 214,549
Selling, general and administrative  173,980
 177,760
 160,386
 156,712
 126,956
Loss (gain) on disposal of fixed assets 3,664
 (1,563) 568
 651
 1,496
Legal settlement expense —
 —
 —
 —
 28,000
Operating income (loss) (132,094) 471,877
 234,767
 145,401
 58,097
Other income (expense):         
  
Interest income (expense), net 2,785
 3,158
 (515) (2,656) (3,906)
Equity in income of affiliates  1,390
 5,016
 2,657
 3,512
 3,480
Patronage dividends 7,665
 6,930
 6,893
 6,139
 14,300
Other, net 5,960
 268
 2,747
 9,446
 3,597
Total other income 17,800
 15,372
 11,782
 16,441
 17,471
Income (loss) before income tax and noncontrolling interest  (114,294) 487,249
 246,549
 161,842
 75,568
Income tax expense (benefit) (39,867) 169,202
 84,268
 52,035
 24,807
Net income (loss) including noncontrolling interest (74,427) 318,047
 162,281
 109,807
 50,761
Less: Net income (loss) attributable to noncontrolling interest (149) 2,006
 1,027
 600
 338
Net income (loss) attributable to Cal-Maine Foods, Inc. $(74,278) $316,041
 $161,254
 $109,207
 $50,423
Net income (loss) per common share:         
  
Basic  $(1.54) $6.56
 $3.35
 $2.27
 $1.05
Diluted  $(1.54) $6.53
 $3.33
 $2.26
 $1.05
Cash dividends per common share $—
 $2.18
 $1.11
 $0.73
 $0.38
Weighted average shares outstanding:         
  
Basic  48,362
 48,195
 48,136
 48,095
 47,967
Diluted  48,362
 48,365
 48,437
 48,297
 48,088
Balance Sheet Data (in thousands)        
  
Working capital  $371,527
 $542,832
 $407,418
 $354,743
 $304,681
Total assets  1,033,094
 1,111,765
 928,653
 811,661
 745,627
Total debt (including current maturities)  10,939
 25,570
 50,860
 61,093
 65,020
Total stockholders’ equity  844,493
 917,361
 704,562
 594,745
 518,044
           
Operating Data:   
        
  
Total number of layers at period-end (thousands)  36,086
 33,922
 33,696
 32,372
 30,967
Total shell eggs sold (millions of dozens)  1,031.1
 1,053.6
 1,063.1
 1,013.7
 948.5


^Results for fiscal 2017 include the results of operations (subsequent to acquisition) of the commerical egg assets acquired from Foodonics International, Inc., which were consolidated with our operations as of October 16, 2016, and the commercial egg assets of Happy Hen Egg Farms, Inc., which were consolidated with our operations as of February 19, 2017.
*Results for fiscal 2014 include the results of operations (subsequent to acquisition) of our joint venture partner’s 50% interest in Delta Egg Farm, LLC, which was consolidated with our operations as of March 1, 2014.  Prior to March 1, 2014, our equity in earnings in Delta Egg Farm, LLC are included in Equity in income of affiliates.
†Results for fiscal 2013 include the results of operations (subsequent to acquisition) of the commercial egg assets acquired from Pilgrim’s Pride Corporation, which were consolidated with our operations as of August 10, 2012, and the commercial egg assets from Maxim Production Co., Inc., which were consolidated with our operations as of November 15, 2012. 




Table of Contents

ITEM 7.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS


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 above under the caption “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.”


OVERVIEW


Cal-Maine Foods, Inc. (“we,” “us,” “our,” or the “Company”) is primarily engaged in the production, grading, packaging, marketing and distribution of fresh shell eggs. Our fiscal year end is the Saturday nearest to May 31 which was June 3, 2017 (53 weeks),  May 30, 2015, May 31, 201428, 2016 (52 weeks), and June 1, 2013May 30, 2015 (52 weeks) for the most recent three fiscal years.


Our operations are fully integrated.  We hatch chicks, grow and maintain flocks of pullets (young female(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 and distribute shell eggs. We are the largest producer and marketer of shell eggs in the U.S.  We market the majority of our shell eggs in the southwestern, southeastern, mid-western, and mid-Atlantic regions of the U.S.  We market our shell eggs through our extensive distribution network to a diverse group of customers, including national and regional grocery store chains, club stores, foodservice distributors, and egg product consumers.


Our operating results are directly tied to egg prices, which are highly volatile and subject to wide fluctuations, and are outside of our control. For example, the annual average Urner-Barry Southeastern Regional Large Egg Market Price per dozen eggs, for our fiscal 2005-20152005-2017 ranged from a low of $0.72 during fiscal 2005 to a high of $1.53$2.97 during fiscal 2015.2016.  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 greatest during the fall and winter months and lowest during the summer months.  Our need for working capital generally is highest in the last and first fiscal quarters ending in May and August, respectively, when egg prices are normally at seasonal lows.   Prices for shell eggs fluctuate in response to seasonal factors and a natural increase in shell egg production duringin the spring and early summer.  Shell egg prices tend to increase with the start of the school year and are highest prior to holiday periods, particularly Thanksgiving, Christmas, and Easter.  Consequently, we generally experience lower sales and net income in our first and fourth fiscal quarters ending in August and May, 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.

Beginning in

From April ofthrough June 2015, our industry has experienced a significant avian influenza (“AI”) outbreak, primarily in the upper Midwestern U.S.  At the timeThere were no positive tests for AI at any of this filing, basedour locations. Based on several published industry estimates, we believe that approximately 13%12% of the national flock of laying hens has beenwas affected.  TheDuring April through June 2015, the affected laying hens havewere either been destroyed by the disease or euthanized. As a result, eggThe USDA data showed the supply of laying hens decreased substantially. Since that time, it began to recover and eventually exceed pre-AI levels by late 2016. In February 2017, the USDA issued revised data that showed the size of the laying hen flock for calendar years 2015 and 2016 was meaningfully higher in both years than previously reported.


Egg prices have increased significantly.significantly during the summer and fall of 2015. The average Urner-Barry Thursday prices for the large market (i.e. generic shell eggs) in the southeastern region for the months of April, May and June through November 2015 were $1.48, $1.56, and $2.46, respectively.  While the warmer summer months seemwas $2.32 per dozen, with a peak of $2.97 in August.  Subsequent to have reduced further transmission of avian influenza, we expectNovember 2015, shell egg prices declined. The Urner Barry price index ("UB index") hit a decade-low level in our fiscal 2016 fourth quarter. During our first quarter of fiscal 2017 it increased slightly, but remained at significantly lower levels than the corresponding period of last year.  During our fiscal 2017 second quarter, the UB index returned to remain high untiland dropped below the nationallow levels seen during the fiscal 2016 fourth quarter. Early in our fiscal 2017 third quarter we saw a significant increase, but prices dropped after Christmas. During our fiscal 2017 fourth quarter, the UB index dropped again and approached the record low levels of the fiscal 2017 second quarter. 

According to Nielsen data, retail customer demand for shell eggs has remained strong. The USDA reports that egg export demand has improved since the beginning of fiscal 2017; however, it has still not fully recovered from levels prior to the AI outbreak. Additionally, the industry experienced reduced demand for egg products, as many commercial customers reformulated their products to use fewer eggs when prices spiked and have been slow to resume previous egg usage. Together with the increased supply of laying hens, these factors have created an oversupply of eggs, with continued pressure on market prices. Accordingly, our net average selling price per dozen shell eggs for fiscal 2017 was $1.007 compared to $1.735 for fiscal 2016. Recent USDA reports show the chick hatch has been trending down, suggesting there may be a moderation in the size of the laying hen flock can be replenished. Thereas the year progresses.  We expect the egg markets to remain under pressure and we do not expect meaningful price improvement until there is a better balance of supply and demand.

We are one of the largest producers and marketers of value-added specialty shell eggs in the U.S. For accounting purposes, we classify nutritionally enhanced, cage-free, organic and brown eggs as specialty shell eggs. They have been no positive testsa significant and growing segment of the market in recent years. During our fiscal 2016 an increasing number of large restaurant chains, food service companies and grocery chains, including our largest customers, announced goals to transition to a cage-free egg supply chain by specified future dates. We are working with our customers to achieve smooth progress in meeting their goals. Our focus for avian influenzafuture expansion at any of our locations, and we are significantly increasing the biosecurity measures at all of our facilities, however we cannot be certain that our flocks will not be affected.

Additionally, there continues to be uncertainty in the industry surrounding the implementation of California’s Proposition 2 and Assembly Bill 1437, which relate to egg production standards, including minimum cage space, for eggs sold in that state.   This legislation was effective January 1, 2015. During January 2015, egg prices increased sharply and subsequently moderated.  Currently, egg prices in California reflect a premium to other regions that is higher than historical levels.  It is anticipated that future California pricesfarms will be higher than other regions of the countryenvironments that are cage-free or with equipment that can easily be converted to reflect the higher cost of production relatedcage-free, based on a timeline to the California standards. These new rules could impact future sales in California, and could also affect national egg production and supply, thereby increasing or decreasing prices throughout the country.  meet our customer’s needs.


For fiscal 2015, less than 3% of our total egg sales were California sales.  We continue to monitor the effects of this legislation and how it could impact our business.

19

Table of Contents

For fiscal 2015,2017, we produced approximately 75%84% of the total number of shell eggs sold by us, with approximately 6%8% of such shell egg production provided by contract producers. Contract producers utilize their facilities to produce shell eggs from layers owned by us. We own the shell eggs produced under these arrangements. For fiscal 2015,2017, approximately 25%16% of the total number of shell eggs sold by us waswere purchased from outside producers for resale.


Our cost of production is materially affected by feed costs, which are highly volatile and subject to wide fluctuation.  For fiscal 2015,2017, feed costs averaged about 62%58% of our total farm egg production cost.  Changes in market prices for corn and soybean meal, the primary ingredients in the feed we use, result in changes in our cost of goods sold.   For our last five fiscal years, average feed cost per dozen sold ranged from a low of $0.39$0.40 in fiscal 20112017 to a high of $0.54 in fiscal 2013.  The cost of our primary feed ingredients, which are commodities, are subject to factors over which we have little or no control such as volatile price changes caused by weather, size of harvest, transportation and storage costs, demand and the agricultural and energy policies of the U.S. and foreign governments. Favorable weather conditions and improved yields for the 2014 crop increased supplies of both corn and soybean meal forSubsequent to our fiscal year 2015; however,end, grain prices have increased and we expect the outlook forthis volatility to continue in fiscal 2018. In spite of this volatility, we expect to have an adequate supply of our primary feed prices to remain volatile.

ingredients in fiscal 2018.

During the fourthsecond quarter of fiscal 2015,2017, the Company entered into the Red River Valley Egg Farm, LLC (“Red River”) joint venture with Rose Acre Farms, Inc.  The joint venture will build and operate a stateacquired substantially all of the art shell egg production complex near Bogata, Red River County, Texas.assets and assumed certain liabilities of Foodonics International, Inc. and its related entities doing business as Dixie Egg Company (collectively, "Foodonics") for $68.6 million of cash and $3.0 million of deferred purchase price. The plans for the complex provideacquired assets include commercial egg production and processing facilities with capacity for approximately 1.81.6 million cage-free laying hens.  Construction of the complex has commenced,hens, contract grower arrangements for an additional 1.5 million laying hens, and the initial flocks are expected to be placedrelated feed production, and distribution facilities in November 2015.  We did not incur material costs associated with the joint venture in fiscal 2015.

Georgia, Alabama, and Florida. The acquisition of our joint venture partner’s 50%Company acquired Foodonics' interest in DeltaAmerican Egg Farm,Products, LLC (“Delta Egg”("AEP") and the purchasesEggland's Best franchise with licensing rights for certain markets in Alabama, Florida, and Georgia as well as Puerto Rico, Bahamas and Cuba. The Company now owns 100% of AEP. The acquired operations of Foodonics are included in the accompanying financial statements as of October 16, 2016.


During the third quarter of fiscal 2017, the Company acquired substantially all of the egg production, processing and distribution assets of Happy Hen Egg Farms, Inc. and its affiliates (collectively, "Happy Hen") for $17.2 million. The assets include commercial egg assetsproduction and processing facilities with current capacity for 350,000 laying hens and related distribution facilities located near Harwood and Wharton, Texas. The site is designed for capacity of Pilgrim’s Pride Corporation and Maxim Production Co., Inc. as described in Note 2 of the Notesup to the Consolidated Financial Statements are referred to below as the “Acquisitions”.  Our fiscal 2015, 2014 and 2013 financial results include the1.2 million laying hens. The operations of Delta Egg beginning March 1, 2014, Maxim beginning November 15, 2012, and Pilgrim’s Pride beginning August 10, 2012.  Prior to March 1, 2014, our 50% interestHappy Hen are included in the earningsaccompanying financial statements as of Delta Egg was included in equity in earnings of affiliates under the equity method of accounting.

February 19, 2017. The Company closed this acquisition on March 3, 2017.


We effected a 2-for-1 stock split for shares of our common stock and Class A common stock in October 2014, and all per share amounts in this report have been adjusted as necessary to reflect the split.


RESULTS OF OPERATIONS


The following table sets forth, for the fiscal years indicated, certain items from our consolidated statements of incomeoperations expressed as a percentage of net sales.

 

 

 

 

 

 

 

 

 

 

May 30, 2015

 

 

May 31, 2014

 

 

June 1, 2013

 

 

 

 

 

 

 

 

 

 

Net sales

100.0 

%

 

100.0 

%

 

100.0 

%

Cost of sales

74.9 

 

 

79.0 

 

 

83.3 

 

Gross profit

25.1 

 

 

21.0 

 

 

16.7 

 

Selling, general & administrative expenses

10.2 

 

 

10.9 

 

 

9.9 

 

Legal settlement expense

 -

 

 

 -

 

 

2.2 

 

Operating income 

14.9 

 

 

10.1 

 

 

4.6 

 

Other income

0.7 

 

 

1.1 

 

 

1.2 

 

Income before taxes

15.6 

 

 

11.2 

 

 

5.8 

 

Income tax expense

5.3 

 

 

3.6 

 

 

1.9 

 

Net income including noncontrolling interests

10.3 

 

 

7.6 

 

 

3.9 

 

Less: Net income (loss) attributable to noncontrolling interests

0.1 

 

 

0.0 

 

 

0.0 

 

Net income attributable to Cal-Maine Foods, Inc.

10.2 

%

 

7.6 

%

 

3.9 

%

20

  June 3, 2017 May 28, 2016 May 30, 2015
Net sales 100.0 % 100.0 % 100.0%
Cost of sales 95.8 % 66.0 % 74.9%
Gross profit 4.2 % 34.0 % 25.1%
Selling, general and administrative 16.2 % 9.3 % 10.2%
Loss (gain) on disposal of fixed assets 0.3 % (0.1)% —%
Operating income (loss) (12.3)% 24.8 % 14.9%
Other income 1.7 % 0.8 % 0.7%
Income (loss) before income taxes and noncontrolling interest (10.6)% 25.6 % 15.6%
Income tax expense (benefit) (3.7)% 8.9 % 5.3%
Net income (loss) including noncontrolling interest (6.9)% 16.7 % 10.3%
Less:  Net income (loss) attributable to noncontrolling interest — % 0.1 % 0.1%
Net income (loss) attributable to Cal-Maine Foods, Inc. (6.9)% 16.6 % 10.2%

Table of Contents


Executive Overview of Results –June 3, 2017,  May 28, 2016,andMay 30, 2015 May 31, 2014, and June 1, 2013


Our operating results are significantly affected by wholesale shell egg market prices and feed costs, which can fluctuate widely and are outside of our control.  The majority of our shell eggs are sold at prices related to the Urner Barry Spot Egg Market Quotations for the southeastern and southcentral regions of the country, or formulas related to our costs of production which include the cost of corn and soybean meal.  The following table shows our net income (loss), net average shell egg selling price, feed cost per dozen produced, and the average Urner Barry wholesale large shell egg prices in the southeast region, for each of our three most recent fiscal years. 

 

 

 

 

 

 

 

Fiscal Year ended

 

May 30, 2015

 

May 31, 2014

 

June 1, 2013

 

 

 

 

 

 

 

Net income attributable to Cal-Maine Foods, Inc. - (in thousands)

 

$          161,254

 

$          109,207

 

$            50,423

Gross profit (in thousands)

 

395,721 

 

302,764 

 

214,549 

Net average shell egg selling price (rounded)

 

1.43 

 

1.36 

 

1.30 

Average Urner Barry Spot Egg Market Quotations1

 

1.53 

 

1.43 

 

1.35 

Feed cost per dozen produced

 

0.439 

 

0.493 

 

0.540 

 

 

 

 

 

 

 

Fiscal Year ended June 3, 2017 May 28, 2016 May 30, 2015
Net income (loss) attributable to Cal-Maine Foods, Inc. - (in thousands) $(74,278) $316,041
 $161,254
Gross profit (in thousands) 45,550
 648,074
 395,721
Net average shell egg selling price (rounded) 1.01
 1.74
 1.43
Average Urner Barry Spot Egg Market Quotations1
 0.85
 1.79
 1.53
Feed cost per dozen produced 0.399
 0.414
 0.439

1-

AverageThursdayprice for the large market (i.e. generic shell eggs)eggs) in the southeastern region


The shell egg industry has traditionally been subject to periods of high profitability followed by periods of significant loss. The periods of high profitability have often reflected increased consumer demand relative to supply while the periods of significant loss have often reflected excess supply for the then prevailing consumer demand.  Historically,

demand for shell eggs increases in line with overall population growth. As reflected above, our operating results fluctuate with changes in the spot egg market quote and feed costs.   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.  In fiscal year 2013, feed costs increased significantly2015 and 2016, our net average net selling price increased, compared to the prior year.  In fiscal 2014 and 2015, our average net selling price continued to increase, reflecting strong demand for shell eggs across our markets as well as supply constraints resulting from the outbreak of avian influenza ("AI"), and feed costs decreased each year over the previous year.  NetIn fiscal 2017, our net average selling price and dozens sold decreased over the previous year primarily due to oversupply of eggs resulting from the repopulation of the national flock of laying hens to levels exceeding the pre-AI flock and a reduced demand for egg products.  In fiscal 2017, feed costs continued to decrease over prior years. Gross profit and net income for fiscal 2015 increased2017 decreased significantly compared to the prior year, primarily due to an increase in dozens sold anddecreased selling prices and a decrease in feed costs.

prices.


Fiscal Year Ended May 30, 2015 June 3, 2017Compared to Fiscal Year EndedMay 31, 2014

28, 2016


NET SALES


In fiscal 2015,2017, approximately 97%98% of our net sales consisted of shell eggs and approximately 3%2% was egg products.  Net sales for the fiscal year ended May 30, 2015June 3, 2017 were $1,576.1$1,074.5 million, an increasea decrease of $135.2$834.2 million, or 9.4%43.7%, from net sales of $1,440.9$1,908.7 million for fiscal 2014.2016.  In fiscal 20152017 total dozens of eggs sold increaseddecreased and egg selling prices increaseddecreased as compared to fiscal 2014.2016. In fiscal 20152017 total dozens of shell eggs sold were 1,063.11,031.1 million, an increasea decrease of 49.422.5 million dozen, or  4.9%2.1%, compared to 1,013.71,053.6 million sold in fiscal 2014.2016 resulting in a decrease in net sales of $22.6 million for fiscal 2017 compared with the prior year. We believe the decrease was primarily due to an oversupply of eggs in fiscal 2017 contrasted with fiscal 2016 in which we experienced supply constraints resulting from the AI outbreak.  Our average selling price of shell eggs increaseddecreased from $1.362$1.735 per dozen for fiscal 20142016 to $1.429$1.007 per dozen for fiscal 2015, an increase2017, a decrease of $0.067$0.728 per dozen, or 4.9%42.0%, primarily reflecting strong demand for shellpressure on market prices induced by the oversupply of eggs acrosscompared with the prior year in which we experienced higher egg prices resulting from the AI outbreak.  The decrease in sales price in fiscal 2017 from fiscal 2016 resulted in a corresponding decrease in net sales of approximately $750.7 million.  The remainder of our markets and a higher percentagedecrease in net sales was the result of specialtydecreased sales of egg sales.products which is discussed later in this section.  Our operating results are significantly affected by wholesale shell egg market prices, which are outside of our control. Small changes in production or demand levels can have a large effect on shell egg prices. 

21


Table of Contents


The table below represents an analysis of our non-specialty and specialty, as well as co-pack specialty, shell egg sales.  Following the table is a discussion of the information presented in the table.  

 

 

 

 

 

 

 

 

 

 

 

Fiscal Years Ended

 

Quarters Ended

 

 

(52 weeks)

 

(13 weeks)

 

 

May 30, 2015

 

May 31, 2014

 

May 30, 2015

 

May 31, 2014

 

 

(Amounts in thousands)

 

(Amounts in thousands)

Total net sales

 

$            1,576,128 

 

$          1,440,907 

 

$        403,011 

 

$        371,582 

 

 

 

 

 

 

 

 

 

Non-specialty shell egg sales

 

1,059,070 

 

990,073 

 

268,625 

 

252,869 

Specialty shell egg sales

 

416,127 

 

337,243 

 

110,696 

 

90,632 

Co-pack specialty shell egg sales

 

43,282 

 

52,786 

 

10,278 

 

13,950 

Other

 

11,769 

 

7,590 

 

2,710 

 

1,759 

Net shell egg sales

 

$            1,530,248 

 

$          1,387,692 

 

$        392,309 

 

$        359,210 

 

 

 

 

 

 

 

 

 

Net shell egg sales as a percent of total net sales

 

97% 

 

96% 

 

97% 

 

97% 

 

 

 

 

 

 

 

 

 

Non- specialty shell egg dozens sold

 

830,770 

 

812,031 

 

204,138 

 

195,555 

Specialty shell egg dozens sold

 

210,606 

 

174,364 

 

55,699 

 

46,681 

Co-pack specialty shell egg dozens sold

 

21,710 

 

27,301 

 

5,046 

 

7,203 

Total dozens sold

 

1,063,086 

 

1,013,696 

 

264,883 

 

249,439 

 

 

 

 

 

 

 

 

 

Net average selling price per dozen

 

$            1.429

 

$           1.362

 

$       1.471

 

$       1.433

 Fiscal Years Ended Quarters Ended
 (53 weeks) (52 weeks) (14 weeks) (13 Weeks)
 June 3, 2017 May 28, 2016 June 3, 2017 May 28, 2016
 (Amounts in thousands) (Amounts in thousands)
Total net sales$1,074,513
  
 $1,908,650
  
 $274,584
  
 $303,020
  
  
  
  
  
  
  
  
  
Non-specialty shell egg sales548,858
 52.3% 1,243,377
 67.7% 145,454
 54.3% 163,882
 55.6%
Specialty shell egg sales457,617
 43.6% 534,754
 29.1% 112,744
 42.0% 118,356
 40.2%
Co-pack specialty shell egg sales32,689
 3.1% 49,282
 2.7% 7,198
 2.7% 9,021
 3.1%
Other sales10,423
 1.0% 10,533
 0.5% 2,594
 1.0% 3,245
 1.1%
Net shell egg sales$1,049,587
 100.0% $1,837,946
 100.0% $267,990
 100.0% $294,504
 100.0%
Net shell egg sales as a percent of total net sales  98%   96%   98%   97%
Dozens sold: 
  
  
  
  
  
  
  
Non-specialty shell egg778,538
 75.5% 791,058
 75.1% 207,428
 76.0% 189,850
 75.0%
Specialty shell egg236,067
 22.9% 241,603
 22.9% 61,862
 22.7% 58,856
 23.3%
Co-pack specialty shell egg16,525
 1.6% 20,936
 2.0% 3,725
 1.3% 4,371
 1.7%
Total dozens sold1,031,130
 100.0% 1,053,597
 100.0% 273,015
 100.0% 253,077
 100.0%
  
  
  
  
  
  
  
  
Net average selling price per dozen:               
All shell eggs$1.007
  
 $1.735
  
 $0.973
  
 $1.152
  
Non-specialty shell eggs$0.705
   $1.572
   $0.701
   $0.863
  
Specialty shell eggs$1.939
   $2.213
   $1.823
   $2.011
  
Non-specialty shell eggs include all shell egg sales not specifically identified as specialty or co-pack specialty shell egg sales.   The non-specialty shell eggThis market is characterized generally by an inelasticity of demand, and small increases in production or decreases in demand can have a large adverse effect on prices and vice-versa.  In fiscal 2015,2017, non-specialty shell eggs represented approximately 69.2%52.3% of our shell egg dollar sales,revenue, compared to 71.3%67.7% for fiscal 2014.2016, reflecting the large decrease in net average selling price for non-specialty eggs from $1.572 per dozen in fiscal 2016 to $0.705 per dozen in fiscal 2017.  Sales of non-specialty shell eggs accounted for approximately 78.1%75.5% and 75.1% of our total shell egg dozen volumes in fiscal 2015, compared to 80.1% in fiscal 2014.

2017 and 2016, respectively.


For the thirteen-weekfourteen-week period ended May 30, 2015,June 3, 2017, non-specialty shell eggs represented approximately 68.5%54.3% of our shell egg dollar sales,revenue, compared to 70.4%55.6% for the thirteen-week period ended May 31, 2014.28, 2016, reflecting the large decrease in net average selling price for non-specialty eggs during the current period compared to the same period of last year ($0.701 per dozen in the 2017 period compared to $0.863 per dozen in the 2016 period) partially offset by an increase in non-specialty dozens sold.   For the thirteen-weekfourteen-week period ended May 30, 2015,June 3, 2017, non-specialty shell eggs accounted for approximately 77.1%76.0% of the total shell egg dozen volume, compared to 78.4%75.0% for the thirteen-week period ended May 31, 2014.


28, 2016. The volume increase for both non-specialty and specialty shell eggs for the fiscal 2017 fourth quarter reflected the extra week of production in the period.

Specialty eggs, which include nutritionally enhanced, cage free,cage-free, organic and brown eggs, continued to make up a largersignificant portion of our total shell egg sales dollarsrevenue and dozens sold in fiscal 2015.2017.  For fiscal 2015,2017, specialty eggs accounted for 27.2%43.6% of shell egg dollar sales,revenue, compared to 24.3%29.1% in fiscal 2014, and 19.8%2016. Specialty eggs accounted for 22.9% of shell egg dozens soldvolume in both fiscal 2015, compared to 17.2% in2017 and fiscal 2014.2016.  Additionally, for fiscal 2015,2017, specialty eggs sold through co-pack arrangements accounted for 2.8%3.1% of shell egg dollar sales, compared to 3.8% in fiscal 2014, and 2.0% of shell egg dozens sold in fiscal 2015,revenue, compared to 2.7% in fiscal 2014.2016, and 1.6% of shell egg volume in fiscal 2017 compared to 2.0% in fiscal 2016.  Our net average selling price for specialty eggs was $1.939 per dozen for fiscal 2017 compared to $2.213 per dozen for fiscal 2016. Specialty egg retail prices are less cyclical than non-specialty shell egg prices and are generally higher due to consumer willingness to pay for the perceived increased benefits from these products.

This effect was particularly evident in recent quarters as non-specialty egg prices declined more than specialty egg prices. However, as non-specialty egg prices declined, we experienced some margin and volume pressures on specialty egg sales.


For the thirteen-weekfourteen-week period ended May 30,  2015,June 3, 2017, specialty shell eggs and specialty shell eggs sold through co-pack arrangements represented approximately 28.2%42.0% and 2.6%2.7%, of our shell egg dollar sales,revenue, compared to 25.2%40.2% and 3.9%3.1%, respectively, for the thirteen-week period ended May 31, 2014, respectively.28, 2016.   As previously discussed, selling prices for non-specialty eggs were lower during the current fiscal 2017 fourth quarter resulting in a larger percentage of our shell egg sales being attributable to the less cyclical specialty shell eggs.  For the thirteen-weekfourteen-week period ended May 30, 2015,June 3, 2017, specialty shell eggs and specialty shell eggs sold through co-pack arrangements accounted for approximately 21.0%22.7% and 1.9%1.3% of the total shell egg dozen volume, compared to 18.7%23.3% and 2.9%1.7%, respectively, for the thirteen-week period ended May 31, 2014, respectively.

28, 2016. Our net average selling price for specialty eggs was $1.823 per dozen for the fiscal 2017 fourth quarter compared to $2.011 per dozen for the fiscal 2016 fourth quarter.


As previously disclosed, the loss of a portion of a major customer's co-pack business in the fourth quarter of fiscal 2016 also had a negative impact on our fiscal 2017 dozens sold and revenue.

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


Egg products are shell eggs that are broken and sold in liquid, frozen, or dried form.  Our egg products are sold through our

22

Table of Contents

consolidated subsidiaries wholly-owned subsidiary American Egg Products, LLC (“AEP”) and our consolidated subsidiary Texas Egg Products, LLC (“TEP”).  For fiscal 2015 our2017 egg product sales were $45.4$24.9 million, an increasea decrease of $3.6$45.8 million, or 8.6%64.7%, compared to $41.8$70.7 million for fiscal 2014.  Our2016.  Egg products volume of egg products sold for fiscal 20152017 was 51.065.3 million pounds, an increase of 2.16.8 million pounds, or 4.3%11.6%, compared to 48.958.5 million pounds for fiscal 2014.2016. In fiscal 2017, the selling price per pound was $0.382 compared to $1.213 for fiscal 2016, a decrease of 68.5%. The increasesdecrease in sales volume and market prices for egg products in the current fiscal year wereis due to increased industryreduced demand for egg products drivenand extraordinarily high prices for the prior fiscal year which reflected the shortage of supply caused by the quick serve restaurant industry as well as export sales.  In fiscal 2015, the price per pound of egg products sold was $0.891 compared to $0.855 for fiscal 2014, an increase of 4.2%.

AI.



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.    The following table presents the key variables affecting our cost of sales:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal Year Ended

 

Quarter Ended

(Amounts in thousands)

 

May 30, 2015

 

May 31, 2014

 

Percent Change

 

May 30, 2015

 

May 31, 2014

 

Percent Change

Cost of sales:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Farm production

 

$

558,580 

 

$

575,392 

 

(2.9)

%

 

$

138,580 

 

$

171,140 

 

(19.0)

%

Processing and packaging

 

 

173,181 

 

 

156,088 

 

11.0 

%

 

 

45,056 

 

 

41,983 

 

7.3 

%

Outside egg purchases and other

 

 

413,863 

 

 

371,885 

 

11.3 

%

 

 

101,029 

 

 

57,336 

 

76.2 

%

Total shell eggs

 

 

1,145,624 

 

 

1,103,365 

 

3.8 

%

 

 

284,665 

 

 

270,459 

 

5.3 

%

Egg products

 

 

33,886 

 

 

33,509 

 

1.1 

%

 

 

8,640 

 

 

9,436 

 

(8.4)

%

Other

 

 

897 

 

 

1,269 

 

(29.3)

%

 

 

311 

 

 

396 

 

(21.5)

%

Total

 

$

1,180,407 

 

$

1,138,143 

 

3.7 

%

 

$

293,616 

 

$

280,291 

 

4.8 

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Farm production cost (per dozen produced)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Feed

 

$

0.44 

 

$

0.49 

 

(10.2)

%

 

$

0.41 

 

$

0.48 

 

(14.6)

%

Other

 

 

0.26 

 

 

0.25 

 

4.0 

%

 

 

0.27 

 

 

0.26 

 

3.8 

%

Total

 

$

0.70 

 

$

0.74 

 

(5.4)

%

 

$

0.68 

 

$

0.74 

 

(8.1)

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outside egg purchases (average cost per dozen)

 

$

1.41 

 

$

1.37 

 

2.9 

%

 

$

1.43 

 

$

1.44 

 

(0.7)

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dozen produced

 

 

798,842 

 

 

750,302 

 

6.5 

%

 

 

201,763 

 

 

195,630 

 

3.1 

%

Dozen sold

 

 

1,063,086 

 

 

1,013,696 

 

4.9 

%

 

 

264,883 

 

 

249,439 

 

6.2 

%

  Fiscal Year Ended Quarter Ended
  (53 weeks) (52 weeks)   (14 weeks) (13 weeks)  
(Amounts in thousands) June 3, 2017 May 28, 2016 Percent Change June 3, 2017 May 28, 2016 Percent Change
Cost of sales:  
  
  
  
  
  
Farm production $598,412
 $562,521
 6.4 % $159,482
 $135,187
 18.0 %
Processing and packaging 202,225
 184,586
 9.6 % 54,896
 45,089
 21.8 %
Outside egg purchases and other 207,495
 464,008
 (55.3)% 41,663
 75,311
 (44.7)%
Total shell eggs 1,008,132
 1,211,115
 (16.8)% 256,041
 255,587
 0.2 %
Egg products 19,766
 48,584
 (59.3)% 6,075
 6,473
 (6.1)%
Other 1,065
 877
 21.4 % 462
 280
 65.0 %
Total $1,028,963
 $1,260,576
 (18.4)% $262,578
 $262,340
 0.1 %
   
  
  
  
  
  
   
  
  
  
  
  
Farm production cost (per dozen produced)  
  
  
  
  
  
Feed $0.399
 $0.414
 (3.6)% $0.381
 $0.396
 (3.8)%
Other 0.294
 0.279
 5.4 % 0.298
 0.290
 2.8 %
Total $0.693
 $0.693
 — % $0.679
 $0.686
 (1.0)%
   
  
  
  
  
  
Outside egg purchases (average cost per dozen) $1.01
 $1.72
 (41.3)% $0.90
 $1.11
 (18.9)%
   
  
  
  
  
  
Dozen produced 870,252
 819,307
 6.2 % 237,006
 198,950
 19.1 %
Dozen sold 1,031,130
 1,053,597
 (2.1)% 273,015
 253,077
 7.9 %

Cost of sales for the fiscal year ended May 30, 2015June 3, 2017 was $1,180.4$1,029.0 million, an increasea decrease of $42.3$231.6 million, or 3.7%18.4%, compared to $1,138.11,260.6 million for fiscal 2014.  Dozens produced increased and dozens2016.  Comparing fiscal 2017 to fiscal 2016, average cost per dozen purchased from outside shell egg producers increased for fiscal 2015 whileand cost of feed ingredients decreased in fiscal 2015 compared to fiscal 2014.  Thiswhile dozens produced increased.  For the 2017 fiscal year we produced 75.1%84.4% of the eggs sold by us, as compared to 74.0%77.8% for the previous year. The increase is the result of our acquisitions and expansion projects completed at our existing facilties. Feed cost for fiscal 20152017 was $0.44$0.399 per dozen, compared to $0.490.414 per dozen for the prior fiscal year, a decrease of 10.2%3.6%.  Gross profit increased from 21.0%The decrease in feed cost per dozen resulted in a decrease in cost of net sales of $13.1 million for fiscal 20142017 compared with fiscal 2016. 

For the fourteen weeks ended June 3, 2017, compared to 25.1% of net sales for fiscal 2015, primarily as a result of lower feed costs and increased egg selling prices.  

Costthe thirteen weeks ended May 28, 2016, cost of sales forincreased $238,000, or 0.1%, from $262.3 million in the thirteen-week period ended May 30, 2015 was $293.6fourth quarter of fiscal 2016, to $262.6 million an increase of $13.3 million, or 4.8%, compared to  $280.3 million forin the thirteen-week period ended May 31, 2014.current period. Feed cost per dozen for the fourth quarter of fiscal 20152017 was $0.41,$0.381, compared to $0.48$0.396 for comparablethe same quarter of fiscal 2014 fourth quarter,2016, a decrease of 14.6%3.8%.

23


TableGross profit, as a percentage of Contents

net sales, was 4.2% for fiscal 2017, compared to 34.0% for fiscal 2016. The decline resulted primarily from lower selling prices.


SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES

 

 

 

 

 

 

 

 

 

Fiscal Years Ended

 

 

52 Weeks

(Amounts in thousands)

 

May 30, 2015

 

May 31, 2014

 

Change

Stock compensation expense

 

$                      2,955 

 

$                      1,794 

 

$          1,161 

Specialty egg expense

 

53,966 

 

46,298 

 

7,668 

Payroll and overhead

 

31,965 

 

29,413 

 

2,552 

Other expenses

 

24,501 

 

36,161 

 

(11,660)

Delivery expense

 

46,999 

 

43,046 

 

3,953 

Total

 

$                  160,386 

 

$                  156,712 

 

$          3,674 

  Fiscal Years Ended
  53 Weeks 52 Weeks    
(Amounts in thousands) June 3, 2017 May 28, 2016 Change Change
Specialty egg $56,522
 $61,294
 $(4,772) (7.8)%
Delivery expense 53,282
 49,629
 3,653
 7.4 %
Payroll and overhead 35,101
 39,149
 (4,048) (10.3)%
Stock compensation 3,427
 3,018
 409
 13.6 %
Other expenses 25,648
 24,670
 978
 4.0 %
Total $173,980
 $177,760
 $(3,780) (2.1)%

Selling, general and administrative expenses ("SG&A"), which include costs of marketing, distribution, accounting and corporate overhead, were  $160.4$174.0 million in fiscal 2015, an increase2017, a decrease of $3.7$3.8 million, or 2.3%2.1%, compared to $156.7$177.8 million for fiscal 2014.   Stock compensation expense increased $1.2 million for the current fiscal year.  Stock compensation expense is dependent on the closing price of the Company’s Common Stock.  For our stock compensation arrangements classified as equity awards (e.g. restricted stock), we recognized stock compensation expense ratably over the vesting period.  For our stock compensation arrangements classified as liability awards, we recognize increases or decreases in the value of such awards as increases or decreases, respectively, to stock compensation expense. For additional information, see Note 11 to  Notes to Consolidated Financial Statements.  The increase in specialty egg expense for fiscal 2015 compared to fiscal 2014 is attributable to  a 20.8% increase in specialty shell egg dozens sold resulting in an increase in advertising promotions and franchise expense.  As a percentage of net sales, payroll and overhead is 2.0% for fiscal 2015 and fiscal 2014. Other expenses, which include expenses for repairs, professional fees, and insurance, decreased for fiscal 2015 compared with fiscal 2014 as a result of a 2014 confidential legal settlement and related legal fees as well as decreases in other tax expense.  During fiscal 2015 we recognized $239,000 in expense resulting from the increase in fair value of contingent consideration applicable to acquisitions, compared to $4.4 million in fiscal 2014, both of which are reflected in other expenses.   See Note 16 to Notes to Consolidated Financial Statements for additional information.  As a percentage of net sales, delivery expense is 3.0% for fiscal 2015 and fiscal 2014.2016.  As a percent of net sales, selling, general and administrative expense decreasedincreased from 10.9%9.3% in fiscal 20142016 to 10.2%16.2% in fiscal 2015.

2017, due to the reduction of net sales in fiscal 2017.

 

 

 

 

 

 

 

 

 

Quarters Ended

 

 

13 Weeks

(Amounts in thousands)

 

May 30, 2015

 

May 31, 2014

 

Change

Stock compensation expense

 

$                      1,290 

 

$                         753 

 

$             537 

Specialty egg expense

 

14,217 

 

12,414 

 

1,803 

Payroll and overhead

 

8,920 

 

9,507 

 

(587)

Other expenses

 

6,679 

 

9,499 

 

(2,820)

Delivery expense

 

11,738 

 

11,590 

 

148 

Total

 

$                    42,844 

 

$                    43,763 

 

$            (919)


Selling, general, and administrative

The impact of the fiscal 2017 acquisitions was an $8.1 million increase in SG&A compared to fiscal 2016. The decrease in specialty egg expense was $42.8 million for the thirteen-week period ended May 30, 2015,fiscal 2017 compared to fiscal 2016 is attributable to a 2.3% decrease in specialty shell egg dozens sold resulting in a decrease of $919,000, or 2.1%, compared to $43.8 million for the thirteen-week period ended May 31, 2014.  Other expenses for the thirteen-week period ended May 30, 2015,in advertising promotions and franchise expense.  Payroll and overhead decreased $2.8$4.0 million, or 29.7%10.3%, compared to the same period of last year primarily due to increased bonuses in the 2016 fiscal 2014, primarily asyear and decreased bonuses in fiscal 2017, partially offset by fiscal 2017 having one more week than fiscal 2016.  As a resultpercentage of net sales, payroll and overhead is 3.3% and 2.1% for fiscal 2017 and 2016, respectively. As a percentage of net sales, delivery expense is 5.0% and 2.6% for fiscal 2017 and 2016, respectively, increasing due to the previously discussed decreasereduced net sales in expense resulting from the fair value of contingent consideration on our acquisition of Maximcurrent fiscal year as well as a decrease in other tax expense.  This decrease is partially offset by4.1% increase due to the impact of the acquisitions.  
  Quarters Ended
  14 Weeks 13 Weeks    
(Amounts in thousands) June 3, 2017 May 28, 2016 Change Change
Specialty egg $14,364
 $13,768
 $596
 4.3%
Delivery expense 13,712
 11,945
 1,767
 14.8%
Payroll and overhead 11,156
 9,450
 1,706
 18.1%
Stock compensation 947
 843
 104
 12.3%
Other expenses 7,816
 6,398
 1,418
 22.2%
Total $47,995
 $42,404
 $5,591
 13.2%

SG&A expense was $48.0 million for the fourteen weeks ended June 3, 2017, an increase of $5.6 million, or 13.2%, compared to $42.4 million for the thirteen weeks ended May 28, 2016. The increase in specialty egg expense for the thirteen-week period ended May 30, 2015 compared to the same period of fiscal 2014 which2017 fourth quarter is attributable to a 19.3%5.1% increase in specialty shell egg dozens sold due to the extra week in the current fiscal quarter resulting in an increase in advertising promotions and franchise expense.

Payroll and overhead increased $1.7 million, or 18.1%, compared to the same period of last year due to the Foodonics and Happy Hen acquisitions as well as the extra week in the fiscal 2017 fourth quarter, partially offset by reduced bonus accruals in 2017. Delivery expense increased $1.8 million for the fourteen weeks ended June 3, 2017 compared to the corresponding thirteen week period ended May 28, 2016, primarily due to the Foodonics acquisition. Other expenses for the fourteen weeks ended June 3, 2017 are up $1.4 million, or 22.2%, compared to the corresponding thirteen week period ended May 28, 2016, primarily due to an extra week in the current period, an increase in legal and audit fees in the current period, and the impact of the acquisitions.



LOSS (GAIN) ON DISPOSAL OF FIXED ASSETS

In fiscal 2017, we recorded a $3.7 million loss due to the retirement of layer houses at certain locations. In fiscal 2016 we recorded a gain on disposal of fixed assets of $1.6 million primarily due to the sale of property in Albuquerque, New Mexico.

OPERATING INCOME

(LOSS)


As a result of the above, our operating incomeloss was $235.3$132.1 million for fiscal 2015,2017, compared to $146.1operating income of $471.9 million for fiscal 2014.  Operating income as a percent of net sales for fiscal 2015 was 14.9%, compared to 10.1% for fiscal 2014. 

2016.

24

Table of Contents

OTHER INCOME (EXPENSE)


Total other income (expense) consists of income (expenses) not directly charged to, or related to, operations such as interest expense, royaltyinterest income, and patronage income,dividends, and equity in earnings of affiliates, among other items. Total otherother income for fiscal 20152017 was $11.2$17.8 million compared to $15.8$15.4 million for fiscal 2014.2016.  As a percent of net sales, total other income was 0.7%1.7% for fiscal 2015,2017, compared to 1.12%0.8% for fiscal 2014.

Other2016.


The Company recorded interest income net, decreased from $8.8of $3.1 million in fiscal 20142017, compared to $2.2$4.3 million for the same period of last year. We recorded interest expense of $1.4 million and $2.3 million, of which $1.1 million was capitalized in both fiscal 2017 and 2016.  Interest income from available for sale securities decreased due to lower average invested balances. The reduction of interest expense resulted from lower levels of outstanding debt.

Patronage dividends, which represent distributions from our membership in Eggland's Best, Inc., increased $735,000 from $6.9 millionin fiscal 2016 to $7.7 million in fiscal 20152017.

Equity in income of affiliates for fiscal 2017 was $1.4 million compared to $5.0 million for fiscal 2016.  The decrease of $3.6 million is primarily due to alosses at our Red River joint venture and decreased income from specialty egg sales in our other unconsolidated specialty egg joint ventures.

Other, net for fiscal 2014 non-taxable, non-cash gain2017 was $6.0 million of $4.0income compared to $269,000 for fiscal 2016. The increase of $5.7 million foris primarily due to our receipt in the remeasurementfourth quarter of our equity interest in Delta Eggfiscal 2017 of payment of claims related to the fair value in connection with the purchaseDeepwater Horizon Economic and Property Damages Settlement Program. Our recovery, net of our joint venture partner’s 50% membership interest on March 1, 2014, as well as a $1.4 million decrease in royalty income related to oil and gas wells located on property we own in Texas.  For additional information see Note 2 to Notes to Consolidated Financial Statements.

applicable fees, was $5.5 million.


INCOME TAXES


For the fiscal year ended May 30, 2015,June 3, 2017, our pre-tax incomeloss was $246.5$114.3 million, compared to $161.8pre-tax income of $487.2 million for fiscal 2014.2016. Income tax expensebenefit of $84.3$39.9 million was recorded for fiscal 20152017 with an effective income tax rate of 34.3%34.9%, compared to $52.0income tax expense of $169.2 million for fiscal 20142016 with an effective income tax rate of 32.1%34.8%.

For the fourteen weeks ended June 3, 2017, our pretax loss was $33.2 million and our income tax benefit was $8.5 million with an effective income tax rate of 25.9%. IncludedThe low effective rate is due to the Company’s decision to carry back fiscal 2017 net operating losses to recover a portion of taxes paid in fiscal 2014 income tax expense are items related to the acquisition of Delta Egg, which2015. The net operating loss carryback resulted in a $3.3$4.1 million decrease to deferredin the income tax expense related tobenefit, as the outside basiscarryback reduced fiscal 2015 taxable income and as a result reduced the benefit of our equity investmentdomestic manufacturers deductions, a portion of which were therefore reversed in Delta Egg, with a corresponding non-recurring, non-cash $1.5 million reduction to income taxes expense on the non-taxable remeasurement gain associated with the acquisition.

Other itemsfourth quarter of fiscal 2017.


Items causing our effective rate to differ from the federal statutory income tax rate of 35% are state income taxes 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, the domestic manufacturers deduction, and net income or loss attributable to noncontrolling interest.



NET INCOME (LOSS) ATTRIBUTABLE TO NONCONTROLLING INTEREST


Net incomeloss attributable to noncontrolling interest in AEP and TEP for fiscal 20152017 was $1.0 million as$149,000 compared to $600,000net income of $2.0 million for fiscal 2014.

2016.


NET INCOME (LOSS) ATTRIBUTABLE TO CAL-MAINE FOODS, INC.


As a result of the above, net incomeloss for fiscal 20152017 was $161.3$74.3 million, or $3.35$1.54 per basic and diluted share, compared to net income of $316.0 million, or $6.56 per basic share and $3.33 per diluted share, compared to $109.2 million, or $2.27 per basic share and $2.26$6.53 per diluted share for fiscal 2014. 

2016. 


Fiscal Year Ended May 31, 2014 28, 2016Compared to Fiscal Year Ended June 1, 2013

May 30, 2015


NET SALES


In fiscal 2014,2016, approximately 96% of our net sales consisted of shell eggs and approximately 3%4% was egg products, with the 1% balance consisting of incidental feed and feed ingredients.products.  Net sales for the fiscal year ended May 31, 201428, 2016 were $1,440.9$1,908.7 million, an increase of $152.8$332.6 million, or 11.9%21.1%, from net sales of $1,288.1$1,576.1 million for fiscal 2013.2015.  In fiscal 20142016 total dozens of eggs sold increaseddecreased and egg selling prices increased as compared to fiscal 2013.2015. In fiscal 20142016 total dozens of shell eggs sold were 1,013.71,053.6 million, an increasea decrease of 65.29.5 million dozen, or  6.9%0.9%, compared to 948.51,063.1 million sold in fiscal 2013.2015 resulting in a decrease in net sales of $13.6 million for fiscal 2016 compared with the prior year which we believe was primarily due to supply constraints and higher prices resulting from the AI outbreak.  Our average selling price of shell eggs increased from $1.301$1.429 per dozen for fiscal 20132015 to $1.362$1.735 per dozen for fiscal 2014,2016, an increase of $0.061$0.306 per dozen, or 4.7%21.4%, primarily reflecting strong demand for shell eggs across our marketshigher egg prices resulting from the AI outbreak and a higher percentage of specialty egg sales.  OurThe increase in sales price in fiscal 2016 over 2015 resulted in a corresponding increase in net averagesales of $325.1 million.  The remainder of our increase in sales over the prior fiscal year not related to shell egg selling pricevolume or prices was the result of increased sales from egg products which is the blended price for all sizes and grades of shell eggs, including non-graded shell egg sales, breaking stock and undergrades.discussed later in this section.  Our operating results are significantly affected by wholesale shell egg market prices, which are outside of our control. Small changes in production or demand levels can have a large effect on shell egg prices. 

On a comparable basis, excluding the Acquisitions, net sales for fiscal 2014 were $1,277.8 million, an increase of $90.7 million, or 7.6%, compared to net sales of $1,187.1 for fiscal 2013.  Dozens sold for fiscal 2014, excluding the Acquisitions, were 884.4 million, an increase of 18.4 million, or 2.1% as compared to 866.0 million for fiscal 2013.

25


Table of Contents


The table below represents an analysis of our non-specialty and specialty, as well as co-pack specialty, shell egg sales.  Following the table is a discussion of the information presented in the table.  

 

 

 

 

 

 

 

 

 

 

 

Fiscal Years Ended

 

Quarters Ended

 

 

(52 weeks)

 

(13 weeks)

 

 

May 31, 2014

 

June 1, 2013

 

May 31, 2014

 

June 1, 2013

 

 

(Amounts in thousands)

 

(Amounts in thousands)

Total net sales

 

$      1,440,907 

 

$      1,288,104 

 

$         371,582 

 

$         325,933 

 

 

 

 

 

 

 

 

 

Non-specialty shell egg sales

 

990,073 

 

900,259 

 

252,869 

 

223,518 

Specialty shell egg sales

 

337,243��

 

293,201 

 

90,632 

 

76,868 

Co-pack specialty shell egg sales

 

52,786 

 

40,175 

 

13,950 

 

11,051 

Other

 

7,590 

 

5,733 

 

1,759 

 

1,785 

Net shell egg sales

 

$      1,387,692 

 

$      1,239,368 

 

$         359,210 

 

$         313,222 

 

 

 

 

 

 

 

 

 

Net shell egg sales as a percent of total net sales

 

96% 

 

96% 

 

97% 

 

96% 

 

 

 

 

 

 

 

 

 

Non- specialty shell egg dozens sold

 

812,031 

 

772,140 

 

195,555 

 

197,739 

Specialty shell egg dozens sold

 

174,364 

 

155,569 

 

46,681 

 

39,932 

Co-pack specialty shell egg dozens sold

 

27,301 

 

20,747 

 

7,203 

 

5,609 

Total dozens sold

 

1,013,696 

 

948,456 

 

249,439 

 

243,280 

In fiscal 2014, we identified an additional category of specialty sales that are sold primarily through co-pack arrangements, a common practice in the industry whereby production and processing of certain products is outsourced to another producer.  Shell egg sales in this category represented 27.3 million and 20.7 million dozen for the fiscal  years 2014 and 2013, respectively.  These dozens were previously reported under non-specialty shell egg sales. 

Our non-specialty

 Fiscal Years Ended Quarters Ended
 (52 weeks) (13 weeks)
 May 28, 2016 May 30, 2015 May 28, 2016 May 30, 2015
 (Amounts in thousands) (Amounts in thousands)
Total net sales$1,908,650
  
 $1,576,128
  
 $303,020
  
 $403,011
  
  
  
  
  
  
  
  
  
Non-specialty shell egg sales1,243,377
 67.7% 1,059,070
 69.2% 163,882
 55.6% 268,625
 68.5%
Specialty shell egg sales534,754
 29.1% 416,127
 27.2% 118,356
 40.2% 110,696
 28.2%
Co-pack specialty shell egg sales49,282
 2.7% 43,282
 2.8% 9,021
 3.1% 10,278
 2.6%
Other sales10,533
 0.6% 11,769
 0.8% 3,245
 1.1% 2,710
 0.7%
Net shell egg sales$1,837,946
 100.0% $1,530,248
 100.0% $294,504
 100.0% $392,309
 100.0%
Net shell egg sales as a percent of total net sales  96%   97%   97%   97%
Dozens sold: 
  
  
  
  
  
  
  
Non- specialty shell egg791,058
 75.1% 830,770
 78.1% 189,850
 75% 204,138
 77.1%
Specialty shell egg241,603
 22.9% 210,606
 19.8% 58,856
 23.3% 55,699
 21%
Co-pack specialty shell egg20,936
 2% 21,710
 2.1% 4,371
 1.7% 5,046
 1.9%
Total dozens sold1,053,597
 100% 1,063,086
 100% 253,077
 100% 264,883
 100%
  
  
  
  
  
  
  
  
Net average selling price per dozen$1.74
  
 $1.43
  
 $1.15
  
 $1.47
  
Non-specialty shell eggs include all shell egg sales not specifically identified as specialty or co-pack specialty shell egg sales.   The non-specialty shell eggThis market is characterized generally by an inelasticity of demand, and small increases in production or decreases in demand can have a large adverse effect on prices and vice-versa.  In fiscal 2014,2016, non-specialty shell eggs represented approximately 71.3%67.7% of our shell egg dollar sales,revenue, compared to 72.6%69.2% for fiscal 2013.2015.   Sales of non-specialty shell eggs accounted for approximately 80.1%75.1% and 78.1% of our total shell egg dozen volumes in fiscal 2014, compared to 81.4% in fiscal 2013.

2016 and 2015, respectively.


For the thirteen-week period ended May 31, 2014,28, 2016, non-specialty shell eggs represented approximately 70.4%55.6% of our shell egg dollar sales,revenue, compared to 71.4%68.5% for the thirteen-week period ended June 1, 2013.May 30, 2015, reflecting the large decrease in net average selling price for non-specialty eggs during the fiscal 2016 fourth quarter compared to the same period of the prior year.   For the thirteen-week period ended May 31, 2014,28, 2016, non-specialty shell eggs accounted for approximately 78.4%75.0% of the total shell egg dozen volume, compared to 81.3%77.1% for the thirteen-weekcomparable period ended June 1, 2013.

of 2015.



Specialty eggs, which include nutritionally enhanced, cage free,cage-free, organic and brown eggs, continued to make up a significantlarger portion of our total shell egg sales dollarsrevenue and dozens in fiscal 2014.2016.  For fiscal 2014,2016, specialty eggs accounted for 24.3%29.1% of shell egg dollar sales,revenue, compared to 23.7%27.2% in fiscal 2013,2015, and 17.2%22.9% of shell egg dozens soldvolume in fiscal 2014,2016, compared to 16.4%19.8% in fiscal 2013.2015.  Additionally, for fiscal 2014,2016, specialty eggs sold through co-pack arrangements accounted for 3.8% of shell egg dollar sales, compared to 3.2% in fiscal 2013, and 2.7% of shell egg dozens soldrevenue, compared to 2.8% in fiscal 2014, compared to 2.2%2015, and 2.0% of shell egg volume in fiscal 2013.2016 and 2015.  Specialty egg retail prices are less cyclical than non-specialty shell egg prices and are generally higher due to consumer willingness to pay for the perceived increased benefits from these products.

This effect was particularly evident in our fourth fiscal quarter of 2016, as non-specialty egg prices declined more than specialty egg prices. However, as non-specialty egg prices have declined, we are experiencing some margin and volume pressures on specialty egg sales.


For the thirteen-week period ended May 31,  2014,28, 2016, specialty shell eggs and specialty shell eggs sold through co-pack arrangements represented approximately 25.2%40.2% and 3.9%3.1%, of our shell egg dollar sales,revenue, compared to 24.5%28.2% and 3.5%2.6%, respectively, for the thirteen-weekcomparable period ended June 1, 2013, respectively.of fiscal 2015.   As previously discussed, selling prices for non-specialty eggs decreased during the fiscal 2016 fourth quarter resulting in a larger percentage of our shell egg sales being attributable to the less cyclical specialty shell eggs.  For the thirteen-week period ended May 31, 2014,28, 2016, specialty shell eggs and specialty shell eggs sold through co-pack arrangements accounted for approximately 18.7%23.3% and 2.9%1.7% of the total shell egg dozen volume, compared to 16.4%21.0% and 2.3%1.9%, respectively, for the thirteen-weekcomparable period ended June 1, 2013, respectively.

26

Table of Contents

fiscal 2015.


As discussed above, while egg prices increased substantially after the AI outbreak during the early part of our fiscal 2016, egg prices declined to a decade-low level during our fiscal 2016 fourth quarter, and were 21.7 percent lower than our average selling price in our fiscal 2015 fourth quarter.  In addition, our sales for the fourth quarter of fiscal 2016 reflect lower volumes primarily related to the loss of a portion of a major customer’s co-pack business.

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


Egg products are shell eggs that are broken and sold in liquid, frozen, or dried form.  Our egg products are sold through our consolidated subsidiaries American Egg Products, LLC (“AEP”) and Texas Egg Products, LLC (“TEP”).  For fiscal 2014 our2016 egg product sales were $41.8$70.7 million, an increase of $6.5$25.3 million, or 18.4%55.7%, compared to $35.3$45.4 million for fiscal 2013.  Our2015.  Egg products volume of egg products sold for fiscal 20142016 was 48.958.5 million pounds, a decreasean increase of 3.17.5 million pounds, or 6.0%14.7%, compared to 52.051.0 million pounds for fiscal 2013.2015.  The decreaseincreases in our sales volume for fiscal 2014 was offset by significantly higherand market prices for liquid whole eggs and egg whitesproducts in the current fiscal year were due to increased industry demand fora shortage of supply from the AI affected locations of other producers, as the AI outbreak had a disproportionately large impact on suppliers of egg products, driven by the quick serve restaurant industry as well as export sales.products.  In fiscal 2014,2016, the selling price per pound of egg products sold was $0.855$1.213 compared to $0.679$0.891 for fiscal 2013,2015, an increase of 25.9%36.1%.



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.    The following table presents the key variables affecting our cost of sales:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal Year Ended

 

Quarter Ended

(Amounts in thousands)

 

May 31, 2014

 

June 1, 2013

 

Percent Change

 

May 31, 2014

 

June 1, 2013

 

Percent Change

Cost of sales:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Farm production

 

$

575,392 

 

$

545,253 

 

5.5 

%

 

$

171,140 

 

$

137,827 

 

24.2 

%

Processing and packaging

 

 

156,088 

 

 

137,494 

 

13.5 

%

 

 

41,983 

 

 

36,358 

 

15.5 

%

Outside egg purchases and other

 

 

371,885 

 

 

360,257 

 

3.2 

%

 

 

57,336 

 

 

92,540 

 

(38.0)

%

Total shell eggs

 

 

1,103,365 

 

 

1,043,004 

 

5.8 

%

 

 

270,459 

 

 

266,725 

 

1.4 

%

Egg products

 

 

33,509 

 

 

29,549 

 

13.4 

%

 

 

9,436 

 

 

7,584 

 

24.4 

%

Other

 

 

1,269 

 

 

1,002 

 

26.6 

%

 

 

396 

 

 

135 

 

193.3 

%

Total

 

$

1,138,143 

 

$

1,073,555 

 

6.0 

%

 

$

280,291 

 

$

274,444 

 

2.1 

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Farm production cost (per dozen produced)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Feed

 

$

0.49 

 

$

0.54 

 

(9.3)

%

 

$

0.48 

 

$

0.52 

 

(7.7)

%

Other

 

 

0.25 

 

 

0.24 

 

4.2 

%

 

 

0.26 

 

 

0.25 

 

4.0 

%

Total

 

$

0.74 

 

$

0.78 

 

(5.1)

%

 

$

0.74 

 

$

0.77 

 

(3.9)

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outside egg purchases (average cost per dozen)

 

$

1.37 

 

$

1.29 

 

6.0 

%

 

$

1.44 

 

$

1.28 

 

12.5 

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dozen produced

 

 

750,302 

 

 

704,388 

 

6.5 

%

 

 

195,630 

 

 

181,005 

 

8.1 

%

Dozen sold

 

 

1,013,696 

 

 

948,456 

 

6.9 

%

 

 

249,439 

 

 

243,280 

 

2.5 

%

  Fiscal Year Ended Quarter Ended
(Amounts in thousands) May 28, 2016 May 30, 2015 Percent Change May 28, 2016 May 30, 2015 Percent Change
Cost of sales:  
  
  
  
  
  
Farm production $562,521
 $558,580
 0.7 % $135,187
 $138,580
 (2.4)%
Processing and packaging 184,586
 173,181
 6.6 % 45,089
 45,056
 0.1 %
Outside egg purchases and other 464,008
 413,863
 12.1 % 75,311
 101,029
 (25.5)%
Total shell eggs 1,211,115
 1,145,624
 5.7 % 255,587
 284,665
 (10.2)%
Egg products 48,584
 33,886
 43.4 % 6,473
 8,640
 (25.1)%
Other 877
 897
 (2.2)% 280
 311
 (10)%
Total $1,260,576
 $1,180,407
 6.8 % $262,340
 $293,616
 (10.7)%
   
  
  
  
  
  
   
  
  
  
  
  
Farm production cost (per dozen produced)  
  
  
  
  
  
Feed $0.414
 $0.439
 (5.7)% $0.396
 $0.406
 (2.5)%
Other 0.279
 0.266
 4.9 % 0.29
 0.272
 6.6 %
Total $0.693
 $0.705
 (1.7)% $0.686
 $0.678
 1.2 %
   
  
  
  
  
  
Outside egg purchases (average cost per dozen) $1.72
 $1.41
 22 % $1.11
 $1.43
 (22.4)%
   
  
  
  
  
  
Dozen produced 819,307
 798,842
 2.6 % 198,950
 201,763
 (1.4)%
Dozen sold 1,053,597
 1,063,086
 (0.9)% 253,077
 264,883
 (4.5)%

Cost of sales for the fiscal year ended May 31, 201428, 2016 was $1,138.1$1,260.6 million, an increase of $64.5$80.2 million, or 6.0%6.8%, compared to $1,073.6$1,180.4 million for fiscal 2013.  Dozens2015.  Comparing fiscal 2016 to fiscal 2015, dozens produced increased and dozensaverage cost per dozen purchased from outside shell egg producers increased for fiscal 2014 while cost of feed ingredients decreased indecreased. During our fiscal 2014 compared to fiscal 2013.  This fiscal year2016 we produced 74.0%77.8% of the eggs sold by us, as compared to 74.3%75.1% for the previous year.fiscal 2015. Feed cost for fiscal 20142016 was $0.49$0.414 per dozen, compared to $0.54$0.439 per dozen for the prior fiscal year, a decrease of 9.3%5.7%.  Gross profit increased from 16.7% of net sales for fiscal 2013 to 21.0% of net sales for fiscal 2014, primarily asThe decrease in feed cost per dozen resulted in a result of lower feed costs and increased egg prices.

On a comparable basis, excluding the Acquisitions, cost of sales for the fiscal year ended May 31, 2014 were $1,005.6 million, an increase of $21.6 million, or 2.2%, compared todecrease in cost of sales of $984.0$20.6 million for fiscal 2016 compared with 2015. 


For the fiscal yearthirteen weeks ended June 1, 2013. 

CostMay 28, 2016, compared to the same period of 2015, cost of sales fordecreased from $293.6 million in the thirteen-week period ended May 31, 2014 was $280.3fourth quarter of fiscal 2015, to $262.3 million an increasein the fourth quarter of $5.9fiscal 2016.  This decrease of $31.3 million, or 2.1%10.7%, comparedwas primarily the result of decreased cost of outside egg purchases from $1.43 per dozen in the fourth quarter of fiscal 2015 to $274.4 million for$1.11 in the thirteen-weekcomparable period ended June 1, 2013.of fiscal 2016.  Feed cost per dozen for the fourth quarter of fiscal 20142016 was $0.48,$0.396, compared to $0.52$0.406 for comparablethe same quarter of fiscal 2013 fourth quarter,2015, a decrease of 7.7%2.5%.

27


TableGross profit increased from 25.1% of Contents

net sales for fiscal 2015, to 34.0% of net sales for fiscal 2016.  The improvement is the result of lower feed costs and increased egg selling prices.


SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal Years Ended

 

 

52 Weeks

 

 

Actual

 

Adjusted for Acquisitions

(Amounts in thousands)

 

May 31, 2014

 

June 1, 2013

 

Change

 

May 31, 2014

 

June 1, 2013

 

Change

Stock compensation expense

 

$                      1,794 

 

$                         603 

 

$          1,191 

 

$                      1,794 

 

$                         603 

 

$          1,191 

Specialty egg expense

 

46,298 

 

36,926 

 

9,372 

 

45,667 

 

36,490 

 

9,177 

Payroll and overhead

 

29,413 

 

27,003 

 

2,410 

 

26,683 

 

25,201 

 

1,482 

Other expenses

 

36,161 

 

24,309 

 

11,852 

 

26,131 

 

22,223 

 

3,908 

Delivery expense

 

43,046 

 

38,115 

 

4,931 

 

36,934 

 

35,080 

 

1,854 

Total

 

$                  156,712 

 

$                  126,956 

 

$        29,756 

 

$                  137,209 

 

$                  119,597 

 

$        17,612 

  Fiscal Years Ended
  52 Weeks
(Amounts in thousands) May 28, 2016 May 30, 2015 Change Change
Stock compensation expense $3,018
 $2,955
 $63
 2.1%
Specialty egg expense 61,294
 53,966
 7,328
 13.6%
Payroll and overhead 39,149
 31,965
 7,184
 22.5%
Other expenses 24,670
 24,501
 169
 0.7%
Delivery expense 49,629
 46,999
 2,630
 5.6%
Total $177,760
 $160,386
 $17,374
 10.8%

Selling, general and administrative expensesSG&A, which include costs of marketing, distribution, accounting and corporate overhead.  Selling, general and administrative expense was $156.7overhead, were  $177.8 million in fiscal 2014,2016, an increase of $29.8$17.4 million, or 23.4%10.8%, compared to $127.0$160.4 million for fiscal 2013. Excluding the Acquisitions, selling, general, and administrative expense for fiscal year 2014 was $137.2 million, an increase of $17.6 million, or 14.7%, compared to $119.6 million in fiscal year 2013.  Stock compensation expense increased $1.2 million for the current fiscal year.  Stock compensation expense is dependent on the closing price of the Company’s Common Stock.  For our stock compensation arrangements classified as equity awards (e.g. restricted stock), we recognized stock compensation expense ratably over the vesting period.  For our stock compensation arrangements classified as liability awards, we recognize increases or decreases in the value of such awards as increases or decreases, respectively, to stock compensation expense.  2015.  The increase in specialty egg expense for fiscal 20142016 compared to fiscal 20132015 is attributable to a 12.1%14.7% increase in specialty shell egg dozens sold resulting in an increase in advertising promotions and franchise expense.  Excluding the Acquisitions, payrollPayroll and overhead increased $7.2 million, or 22.5%, compared to the same period theof prior year primarily due to general salary increases.increased bonus accruals in the 2016 fiscal year.  As a percentage of net sales, payroll and overhead is 2.1%  2.0% for fiscal 20142016 and fiscal 2013.2015, respectively. Excluding the Acquisitions, other expenses, which include expenses As a percentage of net sales, delivery expense is 2.6% and 3.0% for repairs, professional fees,fiscal 2016 and insurance, increased as a result of a confidential legal settlement and related legal fees as well as increases in audit and other tax expense.  During fiscal 2014 we recognized $4.4 million in expense resulting from the increase in fair value of contingent consideration applicable to acquisitions compared to fiscal 2013 when we recognized $1.3 million in income from the decrease in the fair value of the contingent consideration, both of which are reflected in other expenses.   See Note 16 to Notes to Consolidated Financial Statements for additional information.  Delivery expense increased compared to fiscal 2013 due to an increase in contract trucking.2015, respectively.  As a percent of net sales, selling, general and administrative expense increaseddecreased from 10.1%10.2% in fiscal 20132015 to 10.9%9.3% in fiscal 2014.2016.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Quarters Ended

 

 

13 Weeks & 14 Weeks

 

 

Actual

 

Adjusted for Acquisitions

(Amounts in thousands)

 

May 31, 2014

 

June 1, 2013

 

Change

 

May 31, 2014

 

June 1, 2013

 

Change

Stock compensation expense

 

$                         753 

 

$                       (109)

 

$             862 

 

$                         753 

 

$                       (109)

 

$             862 

Specialty egg expense

 

12,414 

 

8,864 

 

3,550 

 

12,230 

 

8,727 

 

3,503 

Payroll and overhead

 

9,507 

 

8,898 

 

609 

 

8,444 

 

8,279 

 

165 

Other expenses

 

9,499 

 

3,624 

 

5,875 

 

4,806 

 

3,683 

 

1,123 

Delivery expense

 

11,590 

 

9,493 

 

2,097 

 

9,644 

 

8,291 

 

1,353 

Total

 

$                    43,763 

 

$                    30,770 

 

$        12,993 

 

$                    35,877 

 

$                    28,871 

 

$          7,006 

28

  Quarters Ended
  13 Weeks
(Amounts in thousands) May 28, 2016 May 30, 2015 Change Change
Stock compensation expense $843
 $1,290
 $(447) (34.7)%
Specialty egg expense 13,768
 14,217
 (449) (3.2)%
Payroll and overhead 9,450
 8,920
 530
 5.9 %
Other expenses 6,398
 6,679
 (281) (4.2)%
Delivery expense 11,945
 11,738
 207
 1.8 %
Total $42,404
 $42,844
 $(440) (1)%

Table of Contents


Selling, general, and administrative

SG&A expense was $43.8$42.4 million for the thirteen-week period ended May 31, 2014, an increase28, 2016, a decrease of $13.0 million,$440,000, or 42.2%1.0%, compared to $30.8$42.8 million for the thirteen-week period ended June 1, 2013.  ExcludingMay 30, 2015. 

LOSS (GAIN) ON DISPOSAL OF FIXED ASSETS

In fiscal 2016 we recorded a gain on the Acquisitions, selling, general, and administrative expense for the thirteen-week period ended May 31, 2014 was $35.9disposal of fixed assets of $1.6 million an increase of $7.0 million, or 24.3%, compared to $28.9 million for the thirteen-week period ended June 1, 2013.  The increase in specialty egg expense for the thirteen-week period ended May 31, 2014 compareddue to the same periodsale of property in Albuquerque, New Mexico, compared with a loss on the disposal of fixed assets of $568,000 in fiscal 2013 is attributable to a 16.9% increase specialty shell egg dozens sold resulting in an increase in advertising promotions and franchise expense.

2015.


OPERATING INCOME


As a result of the above, our operating income was $146.1$470.3 million for fiscal 2014,2016, compared to $59.6$235.3 million for fiscal 2013.2015.  Operating income as a percent of net sales was 24.7% and 14.9% for fiscal 2014 was 10.1%, compared to 4.6% for fiscal 2013.  In fiscal 2013 we recorded legal settlement expense of $28.0 million related to the previously disclosed settlement reached in the In re Processed Egg Products Antitrust litigation.

2016 and 2015, respectively. 


OTHER INCOME (EXPENSE)


Total other income (expense) consists of income (expenses) not directly charged to, or related to, operations such as interest expense, royaltyinterest income, and patronage income,dividends, and equity in earnings of affiliates, among other items. Total otherother income for fiscal 20142016 was $15.8$15.4 million compared to $16.0$11.8 million for fiscal 2013.2015.  As a percent of net sales, total other income was 1.1%0.8% for fiscal 2014,2016, compared to 1.2%0.7% for fiscal 2013.

Patronage2015.


Net interest income for fiscal 2016 was $6.1$3.2 million compared to net interest expense of $515,000 for fiscal 2015.  Interest income from available for sale securities increased due to higher average invested balances and higher rates of return. The reduction of interest expense resulted from the Company reducing outstanding debt.

Equity in income of affiliates for fiscal 2016 was $5.0 million compared to $2.7 million for fiscal 2014, a decrease2015.  The increase of $8.2$2.3 million compared to $14.3 million for fiscal 2013is primarily due to a decrease in patronage refunds received from Eggland’s Best, Inc.

Other income, net, increased from $2.1 million in fiscal 2013 to $8.8 million in fiscal 2014 primarily due to a non-taxable, non-cash gain of $4.0 million for the remeasurement of our equity interest in Deltathe Southwest Specialty Egg, to the fair value in connection with the purchase of ourLLC joint venture partner’s 50% membership interest on March 1, 2014. 

as well as increased income from specialty egg sales and patronage dividends in our other unconsolidated specialty egg joint ventures.


INCOME TAXES


For the fiscal year ended May 31, 2014,28, 2016, our pre-tax income was $161.8$487.2 million, compared to $75.6$246.5 million for fiscal 2013.2015. Income tax expense of $52.0$169.2 million was recorded for fiscal 20142016 with an effective income tax rate of 32.1%34.8%, compared to $24.8$84.3 million for fiscal 20132015 with an effective income tax rate of 32.8%34.3%.   Included in fiscal 2014 income tax expense are items related to the acquisition of Delta Egg, which resulted in a $3.3 million decrease to deferred income tax expense related to the outside basis of our equity investment in Delta Egg, with a corresponding non-recurring, non-cash $1.5 million reduction to income taxes expense on the non-taxable remeasurement gain associated with the acquisition.

Other items


Items causing our effective rate to differ from the federal statutory income tax rate of 35% are state income taxes 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, the domestic manufacturers deduction, and net income or loss attributable to noncontrolling interest.


NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTEREST


Net income attributable to noncontrolling interest in AEP and TEP for fiscal 20142016 was $600,000 as$2.0 million compared to $338,000$1.0 million for fiscal 2013.

2015.


NET INCOME ATTRIBUTABLE TO CAL-MAINE FOODS, INC.


As a result of the above, net income for fiscal 20142016 was $109.2$316.0 million, or $2.27$6.56 per basic share and $2.26$6.53 per diluted share, compared to $50.4$161.3 million, or $1.05$3.35 per basic share and $3.33 per diluted share for fiscal 2013. 

2015.  

CAPITAL RESOURCES AND LIQUIDITY


Our working capital at May 30, 2015June 3, 2017 was $377.0$371.5 million, compared to $324.3$542.8 million at May 31, 2014.28, 2016. The calculation of working capital is defined as current assets less current liabilities.  Our current ratio was 3.866.74 at June 3, 2017 compared to 7.50 at May 30, 2015 compared to 3.68 at May 31, 2014.28, 2016. The current ratio is calculated by dividing current assets by current liabilities.  Our need for working capital generally

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is highest in the last and first fiscal quarters ending in May and August, respectively, when egg prices are normally at seasonal lows.  We have $3.7 million in outstanding standby letters of credit, which are collateralized with cash.  Our long-term debt and capital leases at May 30, 2015,June 3, 2017, including current maturities, amounted to $50.9$10.9 million, compared to $61.1$25.6 million at May 31, 2014.28, 2016.  See Note 9 in the notesNotes to consolidated financial statementsConsolidated Financial Statements for information regarding our long-term debt instruments.


Net cash used in operating activities was $49.3 million for fiscal year 2017 compared with net cash provided by operating activities was $195.3 million and $123.9of $381.8 million for the fiscal years 2015 and 2014, respectively.  Improved operating income as a result of improvedyear 2016.  Decreased gross profit margins resulting from lower egg prices contributed greatly to our positivedecrease in cash flow from operations in fiscal 2015 compared to fiscal 2014,  as well as fiscal 2014 payment of a $28.0 million legal settlement described in Note 14 to Notes to Consolidated Financial Statements. As discussed above, our gross profit margins increased in fiscal 2015 primarily as a result of an increase in egg prices and dozens sold and a decrease in feed costs compared to fiscal 2014. 

operations.


For fiscal 2015,2017, approximately $146.8$251.7 million was provided from the sale of short-term investments, $202.5$29.8 million was used for theto purchase of short-term investments and net payments of $2.0$6.6 million were received from notes receivable and investments in affiliates.   We used $8.2$85.8 million for our investmentto acquire assets from Foodonics and Happy Hen. We invested $19.9 million in Southwest Specialtythe Red River Valley Egg Farm LLC joint venture.  For additional information see Note 3 to Notes to Consolidated Financial Statements.  Approximately $82.3$66.7 million was used for purchases ofto purchase property, plant and equipment.  Refer to the table of material construction projects presented below for additional information on purchases of property, plant and equipment.  Approximately $48.9 million was used for payment of dividends on common stock and $10.2$16.5 million was used for principal payments on long-term debt.  The net result of these and other activities was a decrease in cash of $5.9$11.5 million from May 31, 2014.

28, 2016.


For the fiscal year ended May 31, 2014, $123.928, 2016, $381.8 million in net cash was provided by operating activities. This compares to $57.5$195.3 million of net cash provided by operating activities for the fiscal year ended June 1, 2013.May 30, 2015.  Improved operating income as a result of improved gross profit margins contributed greatly to our positive cash flow from operations which increased despite the payment in the first quarter of fiscal 2014 of a $28.0 million legal settlement described in Note 142016 compared to the Notes to the Consolidated Financial Statements.fiscal 2015.  As discussed above, our gross profit margins increased in fiscal 20142016 primarily as a result of an increase in egg prices and dozens sold and a decrease in feed costs compared to fiscal 2013. 

2015. 


For fiscal 2014,2016, approximately $108.1$292.5 million was provided from the sale of short-term investments, $142.6$403.2 million was used for theto purchase of short-term investments and net payments of $5.0$5.4 million were received from notes receivable and investments in affiliates.   We used $11.5invested $34.0 million forin the purchase of ourRed River Valley Egg Farm LLC joint venture partner’s 50% interest in Delta Egg.venture.  Approximately $59.2$76.1 million was used to purchase property, plant and equipment.  Approximately $24.5$120.9 million was used for payment ofto pay dividends on common stock and $10.7$25.3 million was used for principal payments on long-term debt.  The net result of these and other activities was a decreasean increase in cash of $10.5$20.4 million from June 1, 2013.

May 30, 2015.


Certain property, plant, and equipment is pledged as collateral on our notes payable and senior secured notes.  Unless otherwise approved by our lenders, we are required by provisions of our loan agreements to (1) maintain minimum levels of working capital (current ratio of not less than 1.25 to 1) and net worth (minimum of $90.0 million tangible net worth, plus 45% of cumulative net income since the fiscal year ended May 28, 2005); (2) limit dividends paid in any given quarter to not exceed an amount equal to one third of the previous quarter’s consolidated net income (allowed if no events of default); (3) maintain minimum total funded debt to total capitalization (debt to total tangible capitalization ratio not to exceed 55%); and (4) maintain various cash-flow coverage ratios (1.25 to 1), among other restrictions. At May 30, 2015,June 3, 2017, we were in compliance with the financial covenant requirements of all loan agreements. Under certain of the loan agreements, the lenders have the option to require the prepayment of any outstanding borrowings in the event we undergo a change in control, as defined in the applicable loan agreement. Our debt agreements require Fred R. Adams, Jr., our Founder and Chairman Emeritus, or his family, to maintain ownership of Company shares representing not less than 50% of the outstanding voting power of the Company. 

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The Company expectsIn recent years we have made significant investments in new and remodeled facilities to fund its 50% share of approximately $73 million of constructionmeet the increasing demand for cage-free, organic and startup costs for theother specialty eggs, including through our previously discussed Red River joint venture. We have contributed $53.9 million to the joint venture during fiscal 2016.to fund our share of construction, startup costs, and operating losses. We estimate that we will make additional contributions of approximately $8 million to fund our share of remaining construction costs. Additionally, the following table represents material construction projects approved as of July 17, 201520, 2017 (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Location

Project

Projected Completion

 

Projected Cost

 

Spent as of
May 30, 2015

 

Remaining Projected Cost

Okeechobee, FL

Layer House Expansions

August 2015

$

12,400 

$

11,226 

$

1,174 

South Texas

Cage Free Layer & Pullet Houses

August 2015

 

50,910 

 

47,475 

 

3,435 

Bremen, KY

Cage Free Layer & Pullet Houses

October 2015

 

16,470 

 

14,686 

 

1,784 

Wharton, TX

Layer House Expansions

August 2015

 

5,910 

 

5,370 

 

540 

Shady Dale, GA

Pullet Houses & Layer Houses

October 2015

 

7,872 

 

6,234 

 

1,638 

Chase, KS

Organic Facility Expansion

May 2016

 

17,175 

 

9,518 

 

7,657 

Delta, UT

California Compliant Layer House Expansions

April 2017

 

10,700 

 

 -

 

10,700 

 

 

 

$

121,437 

$

94,509 

$

26,928 

Project Location Projected Completion Projected Cost Spent as of
June 3, 2017		 Remaining Projected Cost
Refurbish Cage-Free Layer Houses Shady Dale, GA July 2017 $5,264
 $4,898
 $366
Cage-Free Layer Houses Lake City, FL July 2017 8,785
 8,415
 370
Convertible/Cage-Free Layer Houses Green Forest, AR September 2017 8,991
 8,583
 408
Cage-Free Layer Houses South Texas September 2017 4,104
 3,404
 700
Layer Complex Improvements Bethune, SC September 2017 1,758
 1,605
 153
Convertible/Cage-Free Layer House with Pullets South Texas September 2017 12,350
 11,350
 1,000
Convertible/Cage-Free Layer Houses with Pullets Guthrie, KY January 2018 13,252
 9,841
 3,411
           
      $54,504
 $48,096
 $6,408

Looking forward to the next fiscal year, we believe current cash balances, investments, borrowing capacity, and cash flows from operations will be sufficient to fund our current and projected capital needs.


CONTRACTUAL OBLIGATIONS         


The following table summarizes by fiscal year the future estimated cash payments, in thousands, to be made under existing contractual obligations. Further information on debt obligations is contained in Note 9, and on lease obligations in Note 8, in the Notes to the Consolidated Financial Statements.    

 

 

 

 

 

 

 

 

 

Total

Fiscal 2016

Fiscal 2017

Fiscal 2018

Fiscal 2019

Fiscal 2020

Over 5 years

Long-Term Debt (Principal)

$               50,860 

$               10,065 

$               20,265 

$                 8,439 

$                 5,091 

$                 3,300 

$                 3,700 

Long-Term Debt (Interest)

6,876 
2,784 
2,106 
996 
583 
307 
100 

Operating Leases

1,308 
493 
441 
310 
57 
7 

 -

       Total

$               59,044 

$               13,342 

$               22,812 

$                 9,745 

$                 5,731 

$                 3,614 

$                 3,800 

  Total 2018 2019 2020 2021 2022 Thereafter
Long-Term Debt & Capital Leases (Principal) $10,939
 $4,826
 $3,533
 $1,696
 $205
 $215
 $464
Long-Term Debt & Capital Leases (Interest) 901
 506
 247
 70
 34
 25
 19
Operating Leases 1,182
 502
 208
 162
 160
 150
 —
Total $13,022
 $5,834
 $3,988
 $1,928
 $399
 $390
 $483

IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS

For information on changes in accounting principles and new accounting principles, see “Impact of Recently Issued Accounting Standards” in Note 1 to the Consolidated Financial Statements.


CRITICAL ACCOUNTING POLICIES


The preparation of financial statements in accordance with U.S. generally accepted accounting standards 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 of the notes to 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.


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 of its investment securities for which there is a determinable fair market value and there are no restrictions on the Company's ability to sell within the next 12 months as available-for-sale. Available-for-sale securities are carriedavailable-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

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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 livestock are valued principally at the lower of cost (first-in, first-out method) or market.  If market prices for eggs and feed grains move substantially lower, we would 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 lives of the flocks,life, generally one to two years.  Flock mortality is charged to cost of sales as incurred.  High mortality from disease or extreme temperatures would result in abnormal adjustmentswrite-downs to write-down 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 and improvements and 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 long-lived asset to the estimated fair value of the asset.


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, andintangibles. They are amortized over their estimated useful lives of 3 to 25 years.   The gross cost and accumulated amortization of intangible assets are removed when the recorded amounts have beenare fully amortized and the asset is no longer in use.  Included in other long-lived assets are loan acquisition costs, which are amortized over the life of the related loan.


INVESTMENT IN AFFILIATES


We have invested in other companies engaged in the production, processing and distribution of shell eggs and egg products.  Our ownership percentages in these companies range from less than 20% to 50%.  These investments are recorded using the cost or equity method, and accordingly,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 amounted to $13.1$65.7 million at May 30, 2015.June 3, 2017. The combined total assets and total liabilities of these companies were approximately $357.4$299.9 million and $57.1$37.1 million, respectively, at May 30, 2015.

June 3, 2017.

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GOODWILL

GOODWILL


At May 30, 2015,June 3, 2017, goodwill represented 3.1%3.4% of total assets and 4.1%4.2% of stockholders’ equity.  Goodwill relates to the following:

 

 

 

 

 

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 

 

 

Total Goodwill

 

$
29,196 

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

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.


REVENUE RECOGNITION AND DELIVERY COSTS


The Company recognizes revenue only when all of the following criteria have been met:

·

Persuasive evidence of an arrangement exists;

·

Delivery has occurred;


·

The fee for the arrangement is determinable; and

Persuasive evidence of an arrangement exists;

·

Collectability is reasonably assured.

Delivery has occurred;

The fee for the arrangement is determinable; and
Collectability is reasonably assured.

The Company believes the above criteria are 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 IncomeOperations and totaled $47.0$53.3 million, $43.0$49.6 million, and $38.1$47.0 million in fiscal years 2015,  2014,2017, 2016, and 2013,2015, respectively.  Sales revenue reported in the accompanying consolidated statementsConsolidated Statements of incomeOperations 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 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 income statement of operations 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 11: Stock Compensation Plans in the notesNotes to the consolidated financial statementsConsolidated Financial Statements for more information.

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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.


ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS


COMMODITY PRICE RISK


Our primary exposure to market risk arises from changes in the prices of eggs, corn and soybean meal, which are commodities subject to significant price fluctuations due to market conditions that are largely beyond our control.  For example, feed costs, which during fiscal 2015 averaged 62% of our total farm egg production cost, decreased 11% per dozen produced year-over-year.    WeFWe are focused on growing our specialty shell egg business because the selling prices of specialty shell eggs are generally not as volatile as genericnon-specialty shell egg prices.  The following table outlines the impact of price changes for corn and soybean meal on feed cost per dozen:

 

 

 

 

 

 

 

 

 

 

 

 

Feed ingredient

 

 

Approximate change in
feed ingredient cost

Approximate impact on feed costs per dozen

Approximate dollar impact on farm production cost for the current fiscal year

Corn

$

0.25 

change in the average market price per bushel

$                0.01 

$                      7,988,420 

Soybean Meal

$

25.00 

change in the average market price per ton

$                0.01 

$                      7,988,420 

Feed ingredient Approximate change in  feed ingredient cost Approximate impact on feed costs per dozen Approximate dollar impact on farm production cost for the 2017 fiscal year
Corn $ 0.25 change in the average market price per bushel $0.01
 $8,702,520
Soybean Meal $ 25.00 change in the average market price per ton $0.01
 $8,702,520

We generally do not enter into long-term contracts to purchase corn and soybean meal or hedge against increases in the price of corn and soybean meal, except to the limited extent described in Note 20 to Consolidated Financial Statements.

meal.


INTEREST RATE RISK


The fair value of our debt is sensitive to changes in the general level of U.S. interest rates.  We maintain all of our debt as fixed rate in nature to mitigate the impact of fluctuations in interest rates.  Under our current policies, we do not use interest rate derivative instruments to manage our exposure to interest rate changes.  A 1% adverse move (decrease) in interest rates would adversely affect the net fair value of our debt by $1.1 million$144,000 at May 30, 2015. 

June 3, 2017. 


We are not a party to noany other material market risk sensitive instruments requiring disclosure.

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ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


Report of Independent Registered Public Accounting Firm


Board of Directors and Stockholders

Cal-Maine Foods, Inc. and Subsidiaries

Jackson, Mississippi


We have audited the accompanying consolidated balance sheets of Cal-Maine Foods, Inc. and Subsidiaries as of May 30, 2015June 3, 2017 and May 31, 2014,28, 2016, and the related consolidated statements of income,operations, comprehensive income (loss), stockholders’ equity and cash flows for each of the years in the three-year period ended May 30, 2015.June 3, 2017.  Our audits also included the consolidated financial statement schedule listed in the Index at Item 15(a).  These consolidated financial statements are the responsibility of the entity’s management.  Our responsibility is to express an opinion on these consolidated financial statements based on our audits. 


We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe our audits provide a reasonable basis for our opinion.


In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Cal-Maine Foods, Inc. and Subsidiaries as of May 30, 2015June 3, 2017 and May 31, 2014,28, 2016, and the results of their operations and their cash flows for each of the years in the three-year period ended May 30, 2015,June 3, 2017, in conformity with accounting principles generally accepted in the United States of America.  In addition, in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly in all material respects the information set forth therein.


We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Cal-Maine Foods, Inc. and Subsidiaries internal control over financial reporting as of May 30, 2015,June 3, 2017, based on criteria established in2013 Internal Control – Integrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated July 17, 2015,21, 2017, expressed an unqualified opinion.


/s/Frost, PLLC


Little Rock, Arkansas

July 17, 2015

21, 2017

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Cal-Maine Foods, Inc. and Subsidiaries

Consolidated Balance Sheets

(in thousands, except for par value amounts)

 

 

 

 

 

May 30

 

May 31

 

2015

 

2014

 June 3,
2017		 May 28,
2016

Assets

 

 

 

 

    

Current assets:

 

 

 

 

  
  

Cash and cash equivalents

$

8,667 

 

$

14,521 		 $17,564
 $29,046

Investment securities available-for-sale

 

249,961 

 

194,738 		 138,462
 360,499

Receivables:

 

 

 

 

  
  

Trade receivables, less allowance for doubtful

 

 

 

 

accounts of $513 in 2015 and $430 in 2014

 

99,013 

 

82,978 
Trade receivables, less allowance for doubtful accounts of $386 in 2017 and $727 in 2016 61,261
 62,012
Income tax receivable 52,691
 11,830

Other

 

2,964 

 

 

4,538 		 3,248
 5,436

 

101,977 

 

87,516 

 

 

 

 

 117,200
 79,278

Inventories

 

146,260 

 

146,117 		 160,692
 154,799

Prepaid expenses and other current assets

 

2,099 

 

 

2,501 		 2,288
 2,661

Total current assets

 

508,964 

 

445,393 		 436,206
 626,283

 

 

 

 

Other assets:

 

 

 

 

  
  

Other investments

 

18,843 

 

6,786 		 69,296
 53,975

Notes receivable – noncurrent

 

 -

 

211 

Goodwill

 

29,196 

 

29,196 		 35,525
 29,196

Other intangible assets

 

7,560 

 

10,423 		 29,149
 4,958

Other long-lived assets

 

5,300 

 

 

4,717 		 4,734
 5,079

 

60,899 

 

51,333 		 138,704
 93,208

Property, plant and equipment, less accumulated

 

 

 

 

depreciation

 

358,790 

 

 

314,935 
Property, plant and equipment, less accumulated depreciation 458,184
 392,274

Total assets

$

928,653 

 

$

811,661 		 $1,033,094
 $1,111,765

 

 

 

 

Liabilities and stockholders' equity

 

 

 

 

  
  

Current liabilities:

 

 

 

 

  
  

Trade accounts payable

$

44,709 

 

$

38,974 		 $30,629
 $36,262

Accrued dividends payable

 

15,372 

 

10,497 

Accrued wages and benefits

 

16,939 

 

15,205 		 15,809
 23,198

Accrued income taxes payable

 

5,288 

 

2,983 

Accrued expenses and other liabilities

 

9,173 

 

12,775 		 13,415
 7,671

Current maturities of long-term debt

 

10,065 

 

10,216 		 4,826
 16,320

Deferred income taxes

 

30,391 

 

 

30,451 

Total current liabilities

 

131,937 

 

121,101 		 64,679
 83,451

 

 

 

 

Long-term debt, less current maturities

 

40,795 

 

50,877 		 6,113
 9,250

Other noncurrent liabilities

 

5,745 

 

4,436 		 7,527
 6,321

Deferred income taxes

 

45,614 

 

 

40,502 		 110,282
 95,382

Total liabilities

 

224,091 

 

216,916 		 188,601
 194,404

 

 

 

 

Commitments and contingencies – See Notes 8, 9, and 14

 

 

 

 

 

 

 

 

 

Commitments and contingencies – See Notes 8, 9, and 13 

 

Stockholders' equity:

 

 

 

 

 

  
  

Common stock, $.01 par value

 

 

 

 

  
  

Authorized shares - 120,000 in 2015 and 2014

 

 

 

 

Issued 70,261 shares in 2015 and 2014 with

 

 

 

 

43,698 and 43,562 shares outstanding, respectively

 

703 

 

 

351 
120,000 shares authorized and 70,261 shares issued in 2017 and 2016  
  
43,777 and 43,737 shares outstanding in 2017 and 2016, respectively  703
 703

Class A convertible common stock, $.01 par value

 

 

 

 

  
  

Authorized shares - 4,800 in 2015 and 2014

 

 

 

 

Issued and outstanding shares - 4,800 in 2015 and 2014

 

48 

 

24 
4,800 shares authorized, issued and outstanding in 2017 and 2016, respectively 48
 48

Paid-in capital

 

43,304 

 

40,476 		 49,932
 46,404

Retained earnings

 

679,969 

 

572,874 		 816,046
 890,440

Accumulated other comprehensive income, net of tax

 

22 

 

561 

Common stock in treasury, at cost –26,563 shares in 2015

 

 

 

 

and 26,699 in 2014

 

(20,482)

 

(20,453)
Accumulated other comprehensive loss, net of tax (128) (48)
Common stock in treasury, at cost – 26,484 and 26,524 shares in 2017 and 2016, respectively (23,914) (22,272)

Total Cal-Maine Foods, Inc. stockholders' equity

 

703,564 

 

 

593,833 		 842,687
 915,275

Noncontrolling interest in consolidated entities

 

998 

 

912 		 1,806
 2,086

Total stockholders’ equity

 

704,562 

 

594,745 		 844,493
 917,361

Total liabilities and stockholders' equity

$

928,653 

 

$

811,661 		 $1,033,094
 $1,111,765

See accompanying notes.


36

Table of Contents

Cal-Maine Foods, Inc. and Subsidiaries

Consolidated Statements of Income

Operations

(in thousands, except per share amounts)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal years ended

 

 

May 30

 

May 31

 

June 1

 

 

2015

 

2014

 

2013

Net sales

$

1,576,128 

$

1,440,907 

$

1,288,104 

Cost of sales

 

1,180,407 

 

1,138,143 

 

1,073,555 

Gross profit

 

395,721 

 

302,764 

 

214,549 

Selling, general and administrative

 

160,386 

 

156,712 

 

126,956 

Legal settlement expense (see Note 14)

 

 -

 

 -

 

28,000 

Operating income

 

235,335 

 

146,052 

 

59,593 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

  Interest expense

 

(2,313)

 

(3,755)

 

(4,488)

  Interest income

 

1,798 

 

1,099 

 

582 

  Patronage dividends

 

6,893 

 

6,139 

 

14,300 

  Equity in income of affiliates

 

2,657 

 

3,512 

 

3,480 

  Other, net

 

2,179 

 

8,795 

 

2,101 

Total other income

 

11,214 

 

15,790 

 

15,975 

Income before income taxes and noncontrolling interest

 

246,549 

 

161,842 

 

75,568 

Income tax expense

 

84,268 

 

52,035 

 

24,807 

Net income including noncontrolling interest

 

162,281 

 

109,807 

 

50,761 

Less:  Net income attributable to noncontrolling interest

 

1,027 

 

600 

 

338 

Net income attributable to Cal-Maine Foods, Inc.

$

161,254 

$

109,207 

$

50,423 

 

 

 

 

 

 

 

Net income per share:

 

 

 

 

 

 

  Basic

$

3.35 

$

2.27 

$

1.05 

  Diluted

$

3.33 

$

2.26 

$

1.05 

Weighted average shares outstanding:

 

 

 

 

 

 

  Basic

 

48,136 

 

48,095 

 

47,967 

  Diluted

 

48,437 

 

48,297 

 

48,088 

  Fiscal years ended
  June 3,
2017		 May 28,
2016		 May 30,
2015
Net sales $1,074,513
 $1,908,650
 $1,576,128
Cost of sales 1,028,963
 1,260,576
 1,180,407
Gross profit 45,550
 648,074
 395,721
Selling, general and administrative 173,980
 177,760
 160,386
(Gain) loss on disposal of fixed assets 3,664
 (1,563) 568
Operating income (loss) (132,094) 471,877
 234,767
   
  
  
Other income (expense):  
  
  
Interest expense (318) (1,156) (2,313)
Interest income 3,103
 4,314
 1,798
Patronage dividends 7,665
 6,930
 6,893
Equity in income of affiliates 1,390
 5,016
 2,657
Other, net 5,960
 268
 2,747
Total other income 17,800
 15,372
 11,782
Income (loss) before income taxes and noncontrolling interest (114,294) 487,249
 246,549
Income tax expense (benefit) (39,867) 169,202
 84,268
Net income (loss) including noncontrolling interest (74,427) 318,047
 162,281
Less:  Net income (loss) attributable to noncontrolling interest (149) 2,006
 1,027
Net income (loss) attributable to Cal-Maine Foods, Inc. $(74,278) $316,041
 $161,254
   
  
  
Net income (loss) per share:  
  
  
Basic $(1.54) $6.56
 $3.35
Diluted $(1.54) $6.53
 $3.33
Weighted average shares outstanding:  
  
  
Basic 48,362
 48,195
 48,136
Diluted 48,362
 48,365
 48,437
See accompanying notes.

37


Table of Contents


Cal-Maine Foods, Inc. and Subsidiaries

Consolidated Statements ofComprehensive Income (Loss)

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal years ended

 

 

 

May 30

 

 

May 31

 

 

June 1

 

 

 

2015

 

 

2014

 

 

2013

Net income, including noncontrolling interests

 

$

162,281 

 

$

109,807 

 

$

50,761 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income, before tax:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized holding gain (loss) on available-for-sale securities, net of reclassification adjustments

 

 

(143)

 

 

392 

 

 

724 

 

 

 

 

 

 

 

 

 

 

(Increase) decrease in accumulated postretirement benefits obligation, net of reclassification adjustments

 

 

(741)

 

 

255 

 

 

(89)

 

 

 

 

 

 

 

 

 

 

Other comprehensive income (loss), before tax

 

 

(884)

 

 

647 

 

 

635 

 

 

 

 

 

 

 

 

 

 

Income tax (benefit) expense related to items of other comprehensive income (loss)

 

 

(345)

 

 

252 

 

 

247 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income (loss), net of  tax

 

 

(539)

 

 

395 

 

 

388 

 

 

 

 

 

 

 

 

 

 

Comprehensive income

 

 

161,742 

 

 

110,202 

 

 

51,149 

 

 

 

 

 

 

 

 

 

 

Less: comprehensive income attributable to the noncontrolling interest

 

 

1,027 

 

 

600 

 

 

338 

 

 

 

 

 

 

 

 

 

 

Comprehensive income attributable to Cal-Maine Foods, Inc.

 

$

160,715 

 

$

109,602 

 

$

50,811 

  Fiscal years ended
  June 3,
2017		 May 28,
2016		 May 30,
2015
Net income (loss), including noncontrolling interests $(74,427) $318,047
 $162,281
Other comprehensive income, before tax:  
  
  
Unrealized holding gain (loss) on available-for-sale securities, net of reclassification adjustments 177
 (25) (143)
Increase in accumulated postretirement benefits obligation, net of reclassification adjustments (334) (118) (741)
Other comprehensive loss, before tax (157) (143) (884)
Income tax benefit related to items of other comprehensive income (loss) (77) (73) (345)
Other comprehensive loss, net of  tax (80) (70) (539)
Comprehensive income (loss) (74,507) 317,977
 161,742
Less: comprehensive income (loss) attributable to the noncontrolling interest (149) 2,006
 1,027
Comprehensive income (loss) attributable to Cal-Maine Foods, Inc. $(74,358) $315,971
 $160,715

See accompanying notes.


38


Table of Contents

Cal-Maine Foods, Inc. and Subsidiaries

Consolidated Statements of Stockholders' Equity

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

 

 

 

 

 

 

 

Class A

Class A

Treasury

Treasury

Paid-In

Retained

Accum. Other

Noncontrolling

 

 

Shares

Amount

Shares

Amount

Shares

Amount

Capital

Earnings

Comp. Income

Interests

Total

Balance at June 2, 2012

35,130 

$        351 

2,400 

$           24 

13,609 

$        (20,843)

$         33,651 

$          466,164 

$             (222)

$                       203 

$         479,328 

Dividends

 

 

 

 

 

 

 

(18,105)

 

 

(18,105)

Issuance of common stock from treasury

 

 

 

 

(114)
174 
4,826 

 

 

 

5,000 

Issuance of restricted stock from treasury, net of forfeitures

 

 

 

 

(63)
97 
(97)

 

 

 

 -

Restricted stock compensation expense

 

 

 

 

 

 

292 

 

 

 

292 

Tax benefit on nonqualifying disposition of incentive stock options

 

 

 

 

 

 

380 

 

 

 

380 

Reclassification equity of Texas Egg Products, LLC in connection with acquisitions  - see Note 2

 

 

 

 

 

 

 

229 

 

(229)

 -

Net income for fiscal 2013

 

 

 

 

 

 

 

50,423 

 

338 
50,761 

Other comprehensive income

 

 

 

 

 

 

 

 

388 

 

388 

Balance at June 1, 2013

35,130 

$        351 

2,400 

$            24 

13,432 

$        (20,572)

$         39,052 

$          498,711 

$               166 

$                       312 

$         518,044 

Dividends

 

 

 

 

 

 

 

(35,044)

 

 

(35,044)

Issuance of restricted stock from treasury, net of forfeitures

 

 

 

 

(63)
98 
(98)

 

 

 

 -

Purchase of company stock - shares withheld to satisfy withholding obligation in connection with the vesting of restricted stock

 

 

 

 

1 
(9)

 

 

 

 

(9)

Proceeds from stock option exercise

 

 

 

 

(20)
30 
88 

 

 

 

118 

Restricted stock compensation expense

 

 

 

 

 

 

1,274 

 

 

 

1,274 

Tax benefit on nonqualifying disposition of incentive stock options

 

 

 

 

 

 

160 

 

 

 

160 

Net income for fiscal 2014

 

 

 

 

 

 

 

109,207 

 

600 
109,807 

Other comprehensive income

 

 

 

 

 

 

 

 

395 

 

395 

Balance at May 31, 2014

35,130 

$        351 

2,400 

$           24 

13,350 

$        (20,453)

$         40,476 

$          572,874 

$               561 

$                       912 

$         594,745 

Dividends

 

 

 

 

 

 

 

(53,784)

 

 

(53,784)

2-for-1 stock split effected in the form of a dividend

35,131 
352 
2,400 
24 
13,340 
(133)
132 
(375)

 

 

 -

Issuance of restricted stock from treasury, net of forfeitures

 

 

 

 

(91)
70 
(70)

 

 

 

 -

Purchase of company stock - shares withheld to satisfy withholding obligation in connection with the vesting of restricted stock

 

 

 

 

 

(2)
2 

 

 

 

 -

Proceeds from stock option exercise

 

 

 

 

(36)
36 
101 

 

 

 

137 

Restricted stock compensation expense

 

 

 

 

 

 

2,268 

 

 

 

2,268 

Tax benefit on nonqualifying disposition of incentive stock options

 

 

 

 

 

 

395 

 

 

 

395 

Distribution to noncontrolling interest partners

 

 

 

 

 

 

 

 

 

(941)
(940)

Net income for fiscal 2015

 

 

 

 

 

 

 

161,254 

 

1,027 
162,281 

Other comprehensive loss, net of tax

 

 

 

 

 

 

 

 

(539)

 

(539)

Balance at May 30, 2015

70,261 

$        703 

4,800 

$            48 

26,563 

$        (20,482)

$         43,304 

$          679,969 

$                22 

$                       998 

$         704,562 

 

 

 

 

 

 

 

 

 

 

 

 

 Common Stock          
     Class A Class A Treasury Treasury Paid In Retained Accum. Other Noncontrolling  
 Shares Amount Shares Amount Shares Amount Capital Earnings Comp. Income (Loss) Interest Total
Balance at May 31, 201435,130
 $351
 2,400
 $24
 13,350
 $(20,453) $40,476
 $572,874
 $561
 $912
 $594,745
Dividends 
  
  
  
  
  
  
 (53,784)  
  
 (53,784)
2-for-1 stock split effected in the form of a dividend35,131
 352
 2,400
 24
 13,340
 (133) 132
 (375)  
  
 —
Issuance of restricted stock from treasury, net of forfeitures 
  
  
  
 (91) 70
 (70)  
  
  
 —
Purchase of company stock - shares withheld to satisfy withholding obligation in connection with the vesting of restricted stock 
  
  
  
  
 (2) 2
  
  
  
 —
Proceeds from stock option exercise 
  
  
  
 (36) 36
 101
  
  
  
 137
Restricted stock compensation expense 
  
  
  
  
  
 2,268
  
  
  
 2,268
Tax benefit on nonqualifying disposition of incentive stock options 
  
  
  
  
  
 395
  
  
  
 395
Distribution to noncontrolling interest partners 
  
  
  
  
  
  
  
  
 (941) (941)
Net income for fiscal 2015 
  
  
  
  
  
  
 $161,254
  
 $1,027
 162,281
Other comprehensive loss, net of tax 
  
  
  
  
  
  
  
 (539)  
 (539)
Balance at May 30, 201570,261
 $703
 4,800
 $48
 26,563
 $(20,482) $43,304
 $679,969
 $22
 $998
 $704,562
Dividends 
  
  
  
  
  
  
 (105,570)  
  
 (105,570)
Issuance of restricted stock from treasury, net of forfeitures 
  
  
  
 (76) 58
 (58)  
  
  
 —
Purchase of company stock - shares withheld to satisfy withholding obligation in connection with the vesting of restricted stock 
  
  
  
 37
 (1,848)  
  
  
  
 (1,848)
Restricted stock compensation expense 
  
  
  
  
  
 3,071
  
  
  
 3,071
Tax benefit on nonqualifying disposition of incentive stock options 
  
  
  
  
  
 87
  
  
  
 87
Distribution to noncontrolling interest partners 
  
  
  
  
  
  
  
  
 (918) (918)
Net income for fiscal 2016 
  
  
  
  
  
  
 316,041
  
 2,006
 318,047
Other comprehensive loss, net of tax 
  
  
  
  
  
  
  
 (70)  
 (70)
Balance at May 28, 201670,261
 $703
 4,800
 $48
 26,524
 $(22,272) $46,404
 $890,440
 $(48) $2,086
 $917,361
Issuance of restricted stock from treasury, net of forfeitures        (80) 73
 (73)       —
Purchase of company stock - shares withheld to satisfy withholding obligation in connection with the vesting of restricted stock        40
 (1,715)         (1,715)
Restricted stock compensation expense            3,427
       3,427
Cumulative adjustment to restricted stock compensation from the adoption of ASU 2016-09            174
 (174)     —
Reclass of equity portion of American Egg Products in connection with Foodonics' acquisition              58
   (58) —
Distribution to noncontrolling interest partners                  (73) (73)
Net loss for fiscal 2017              (74,278)   (149) (74,427)
Other comprehensive loss, net of tax                (80)   (80)
Balance at June 3, 201770,261
 $703
 4,800
 $48
 26,484
 $(23,914) $49,932
 $816,046
 $(128) $1,806
 $844,493
See accompanying notes.


39

Table of Contents

Cal-Maine Foods, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal year ended

 

 

May 30

 

May 31

 

June 1

 

 

2015

 

2014

 

2013

Cash flows from operating activities

 

 

 

 

 

 

Net income including noncontrolling interests

$

162,281 

$

109,807 

$

50,761 

Adjustments to reconcile net income

 

 

 

 

 

 

to net cash provided by operating activities:

 

 

 

 

 

 

Depreciation and amortization

 

40,708 

 

37,203 

 

34,173 

Deferred income taxes

 

5,108 

 

7,625 

 

(5,747)

Equity in income of affiliates

 

(2,657)

 

(3,512)

 

(3,480)

Non-cash gain on Delta Egg acquisition

 

 —

 

(3,976)

 

 —

Loss on disposal of property, plant and equipment

 

568 

 

651 

 

1,496 

Stock compensation expense, net of amounts paid

 

2,268 

 

1,273 

 

411 

Impairment (recovery) of note receivable

 

(584)

 

 —

 

912 

(Gain) loss on fair value adjustment of contingent consideration

 

256 

 

4,359 

 

(1,250)

Change in operating assets and liabilities, net

 

 

 

 

 

 

of effects from acquisitions:

 

 

 

 

 

 

Increase in receivables and other assets

 

(18,961)

 

(2,282)

 

(21,670)

(Increase) decrease in inventories

 

(143)

 

8,909 

 

(6,377)

Decrease in accrued expenses for payment of legal settlement expense

 

 —

 

(28,000)

 

 —

Increase (decrease) in accounts payable, accrued expenses and other liabilities

 

6,486 

 

(8,137)

 

8,309 

Net cash provided by operating activities

 

195,330 

 

123,920 

 

57,538 

 

 

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

 

 

Purchases of investments

 

(202,506)

 

(142,585)

 

(181,721)

Sales of investments

 

146,779 

 

108,117 

 

188,110 

Acquisition of businesses, net of cash acquired

 

 —

 

(11,548)

 

(74,907)

Investment in Southwest Specialty Egg LLC

 

(8,160)

 

 —

 

 —

Payments received on notes receivable and

 

 

 

 

 

 

  from investments in affiliates

 

2,019 

 

5,003 

 

6,640 

Purchases of property, plant and equipment

 

(82,263)

 

(59,188)

 

(26,290)

Increase in notes receivable and investments in affiliates

 

 —

 

 —

 

(294)

Net proceeds from disposal of property,

 

 

 

 

 

 

  plant and equipment

 

2,499 

 

818 

 

124 

Net cash used in investing activities

 

(141,632)

 

(99,383)

 

(88,338)

 

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

 

Principal payments on long-term debt

 

(10,233)

 

(10,745)

 

(11,200)

Distributions to noncontrolling interest partners

 

(940)

 

 —

 

 —

Proceeds from issuance of common stock from treasury (including tax benefit on nonqualifying disposition of incentive stock options)

 

531 

 

279 

 

380 

Payments of dividends

 

(48,910)

 

(24,534)

 

(30,524)

Net cash used in financing activities

 

(59,552)

 

(35,000)

 

(41,344)

Decrease in cash and cash equivalents

 

(5,854)

 

(10,463)

 

(72,144)

Cash and cash equivalents at beginning of year

 

14,521 

 

24,984 

 

97,128 

Cash and cash equivalents at end of year

$

8,667 

$

14,521 

$

24,984 

 

 

 

 

 

 

 

Supplemental cash flow information:

 

 

 

 

 

 

Cash paid during the year for:

 

 

 

 

 

 

Income taxes, net of refunds received

$

75,533 

$

41,626 

$

42,667 

Interest (net of amount capitalized)

 

2,313 

 

3,152 

 

3,543 

 

 

 

 

 

 

 

Supplemental schedule of non-cash investing and financing activity:

 

 

 

 

 

 

Issuance of stock from treasury (see Note 2)

 

 —

 

 —

 

5,000 

Contingent consideration recognized in acquisition of business

 

 —

 

 —

 

2,500 
໿

  Fiscal year ended
  June 3,
2017		 May 28,
2016		 May 30,
2015
Cash flows from operating activities      
Net income (loss) including noncontrolling interests $(74,427) $318,047
 $162,281
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:  
  
  
Depreciation and amortization 49,113
 44,592
 40,708
Deferred income taxes 14,833
 19,392
 5,108
Equity in income of affiliates (1,390) (5,016) (2,657)
(Gain) loss on disposal of property, plant and equipment 3,664
 (1,563) 568
Stock compensation expense, net of amounts paid 3,427
 3,071
 2,268
Recovery of note receivable —
 (798) (584)
Loss on fair value adjustment of contingent consideration —
 —
 256
Other (209) —
 —
Change in operating assets and liabilities, net of effects from acquisitions:  
  
  
(Increase) decrease in receivables and other assets (37,222) 21,160
 (18,961)
(Increase) decrease in inventories 2,386
 (8,539) (143)
Increase (decrease) in accounts payable, accrued expenses and other liabilities (9,491) (8,508) 6,486
Net cash provided by (used in) operating activities (49,316) 381,838
 195,330
   
  
  
Cash flows from investing activities  
  
  
Purchases of investments (29,849) (403,204) (202,506)
Sales of investments 251,690
 292,452
 146,779
Acquisition of businesses, net of cash acquired (85,822) —
 —
Investment in Southwest Specialty Egg LLC —
 —
 (8,160)
Investment in Red River Valley Egg Farm LLC (19,900) (33,959) —
Payments received on notes receivable and from investments in affiliates 6,586
 5,427
 2,019
Purchases of property, plant and equipment (66,657) (76,125) (82,263)
Net proceeds from disposal of property, plant and equipment 84
 2,860
 2,499
Net cash provided by (used in) investing activities 56,132
 (212,549) (141,632)
   
  
  
Cash flows from financing activities  
  
  
Principal payments on long-term debt (16,510) (25,290) (10,233)
Distributions to noncontrolling interest partners (73) (918) (940)
(Purchase of) proceeds from common stock by treasury (including tax benefit on nonqualifying disposition of incentive stock options) (1,715) (1,760) 531
Payments of dividends —
 (120,942) (48,910)
Net cash used in financing activities (18,298) (148,910) (59,552)
Increase (decrease) in cash and cash equivalents (11,482) 20,379
 (5,854)
Cash and cash equivalents at beginning of year 29,046
 8,667
 14,521
Cash and cash equivalents at end of year $17,564
 $29,046
 $8,667
   
  
  
Supplemental cash flow information:  
  
  
Cash paid during the year for:  
  
  
Income taxes paid (refunds received), net $(15,233) $166,840
 $75,533
Interest (net of amount capitalized) 317
 1,067
 2,313
See accompanying notes.

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Cal-Maine Foods, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

May 30, 2015

June 3, 2017

1. Significant Accounting Policies


Principles of Consolidation


The consolidated financial statements include the accounts of Cal-Maine Foods, Inc. and its subsidiaries (“we,” “us,” “our,” or the “Company”).  All significant intercompany transactions and accounts have been eliminated in consolidation.


Business


The Company is principally engaged in the production, processing and distribution of shell eggs. The Company’s operations are significantly affected by the market price fluctuation of its principal product, shell eggs, and the costs of its principal feed ingredients, corn, soybean meal, and other grains.


The Company sells shell eggs to a diverse group of customers, including national and local grocery store chains, club stores, foodservice distributors, and egg product consumers.  Primarily all of theThe Company’s sales are primarily in the southeastern, southwestern, mid-western and mid-Atlantic regions of the United States. Credit is extended based upon an evaluation of each customer’s financial condition and credit history and generally collateral is not required. Credit losses have consistently been within management’s expectations. Two customers, Wal-Mart and Sam’s Club, on a combined basis, accounted for 25.7%28.9%,  28.2%28.9% and 30.0%25.7% of the Company’s net sales in fiscal years 2017,  2016, and 2015, 2014, and 2013, respectively.


Fiscal Year


The Company’s fiscal year-end is on the Saturday nearest May 31, which was June 3, 2017 (53 weeks),  May 28, 2016 (52 weeks),  and May 30, 2015 May 31, 2014,  and June 1, 2013(52 weeks) for the most recent three fiscal years. All three years fiscal years were 52 week years.


Use of Estimates


The preparation of the consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.


Cash Equivalents


The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. We maintain bank accounts that are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000.  At May 30, 2015,  May 31, 2014, June 3, 2017 and at various timesroutinely throughout these years, the Company maintained cash balances with certain financial institutions in excess of federally insured amounts.amounts. The Company has not experienced any losses in such accounts.  The Company manages this risk through maintaining cash deposits and other highly liquid investments in high quality financial institutions. 


We primarily utilize a cash management system with a series of separate accounts consisting of lockbox accounts for receiving cash, concentration accounts where funds are moved to, and several zero-balance disbursement accounts for funding payroll and accounts payable. Checks issued, but not presented to the banks for payment, may result in negative book cash balances, which are included in accounts payablepayable. At June 3, 2017, and other current liabilities. AtMay 30, 2015, andMay 31, 2014,28, 2016, checks outstanding in excess of related book cash balances totaled approximately$1.8$2.0 million and$1.5 million,zero, respectively.

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Investment Securities


Our investment securities are accounted for in accordance with ASC 320, “Investments-Debt and Equity Securities” (“ASC 320”).  The Company considers all of its investment securities for which there is a determinable fair market value and there are no restrictions on the Company's ability to sell within the next 12 months as available-for-sale. Available-for-sale securities are carried at fair value, with unrealized gains and losses reported as a separate component of stockholders' equity. We had unrealized gains, net of tax, of $372,000$473,000 and $460,000$363,000 at May 30, 2015June 3, 2017 and May 31, 2014,28, 2016, respectively, which are included in the line item “Accumulated other comprehensive income (loss), net of tax” on our Consolidated Balance Sheet. 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.


At May 30, 2015June 3, 2017 and May 31, 2014,28, 2016, we had $250.0$138.5 million and $194.7$360.5 million, respectively, of current investment securities available-for-sale consisting of commercial paper, certificates of deposit, time deposits, U.S. government obligations, government agency bonds, taxable municipal bonds, tax-exempt municipal bonds, zero coupon municipal bonds and corporate bonds with maturities of three months or longer when purchased. We classified these securities as current, because the amounts invested are available for current operations.  At May 30, 2015June 3, 2017 and May 31, 2014,28, 2016 we had $1.7$2.5 million and $1.5$1.9 million, respectively, of investments in mutual funds which are considered long term and are a part of “Other Investments” in the Consolidated Balance Sheet. 


Investment in Affiliates


The equity method of accounting is used when the Company has a 20% to 50% interest in other entities or when the Company exercises significant influence over the entity. Under the equity method, original investments are recorded at cost and adjusted by the Company’s share of undistributed earnings or losses of these entities. Nonmarketable investments in which the Company has less than a 20% interest and in which it does not have the ability to exercise significant influence over the investee are initially recorded at cost, and periodically reviewed for impairment.


Trade Receivables and Allowance for Doubtful Accounts


Trade receivables are comprised primarily of amounts owed to the Company from customers, which amounted to $99.0$61.3 million at June 3, 2017 and $62.0 million at May 30, 2015 and $83.0 million at May 31, 2014.28, 2016.  They are presented net of an allowance for doubtful accounts of $513,000$386,000 at June 3, 2017 and $727,000 at May 30, 2015 and $430,000 at May 31, 2014.28, 2016. The Company extends credit to customers based upon an evaluation of each customer’s financial condition and credit history. Although credit risks associated with our customers are 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 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. Collateral is generally not required. Credit losses have consistently been within management’s expectations. At both May 30, 2015June 3, 2017 and May 31, 201428, 2016 two customers accounted for approximately 24%27% and 28%29% of the Company’s trade accounts receivable, respectively.


Inventories


Inventories of eggs, feed, supplies and livestock are valued principally at the lower of cost (first-in, first-out method) or market.


The cost associated with flocks, consisting principally of chick purchases, feed, labor, contractor payments and overhead costs, are accumulated during a growing period of approximately 22 weeks. Flock costs are amortized to cost of sales over the productive lives of the flocks, generally one to two years. Flock mortality is charged to cost of sales as incurred.


The Company does not disclose the gross cost and accumulated amortization with respect to its flock inventories since this information is not utilized by management in the operation of the Company.

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Table of Contents


Property, Plant and Equipment


Property, plant and equipment are stated at cost. 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. Repairs and maintenance are expensed as incurred. Expenditures that increase the value or productive capacity of assets are capitalized. When property, plant, 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. The Company capitalizes interest cost incurred on funds used to construct property, plant, and equipment as part of the asset to which it relates, and is amortized over the asset’s estimated useful life.


Impairment of Long-Lived Assets


The Company reviews the carrying value of long-lived assets, other than goodwill, for impairment whenever events and circumstances indicate the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. In cases where expected future cash flows (undiscounted and without interest charges) are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of assets. The factors considered by management in performing this assessment include current operating results, trends and prospects, the manner in which the property is used, and the effects of obsolescence, demand, competition, and other economic factors.


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, and are amortized over their estimated useful lives of 3 to 25 years.   The gross cost and accumulated amortization of intangible assets are removed when the recorded amounts have been fully amortized and the asset is no longer in use or the contract has expired.  Included in other long-lived assets are loan acquisition costs, which are amortized over the life of the related loan.


Goodwill


Goodwill represents the excess of the purchase price over the fair value of the identifiable net assets acquired. 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.


Accrued Self Insurance


We use a combination of insurance and self-insurance mechanisms to provide for the potential liabilities for health and welfare, workers’ compensation, auto liability and general liability risks. Liabilities associated with our risks retained are estimated, in part, by considering claims experience, demographic factors, severity factors and other actuarial assumptions. 



Dividends


Cal-Maine pays a dividend to shareholders of its Common Stock and Class A Common Stock on a quarterly basis for each quarter for which the Company reports net income computed in accordance with generally accepted accounting principles in an amount equal to one-third (1/3) of such quarterly income. Dividends are paid to shareholders of record as of the 60th60th day following the last day of such quarter, except for the fourth fiscal quarter.  For the fourth quarter, the Company will pay dividends to shareholders of record on the 65th65th day after the quarter end. Dividends are payable on the 15th15th day following the record date. Following a quarter for which the Company does not report net income, 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 last quarter for which a dividend was paid.  Dividends payable, were  $15.4 million and $10.5 million at May 30, 2015 and May 31, 2014, respectively. These amountswhich would represent accrued unpaid dividends applicable to the Company’sCompany's fourth quarter, net income for each fiscal year.

were zero at June 3, 2017 and May 28, 2016. At June 3, 2017, cumulative losses that must be recovered prior to paying a dividend were $74.7 million.

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Table of Contents

Treasury Stock


Treasury stock purchases are accounted for under the cost method whereby the entire cost of the acquired stock is recorded as treasury stock.  The grant of restricted stock through the Company’s share-based compensation plans is funded through the issuance of treasury stock.  Gains and losses on the subsequent reissuance of shares in accordance with the Company’s share-based compensation plans are credited or charged to paid-in capital in excess of par value using the average-cost method.


Revenue Recognition and Delivery Costs


The Company recognizes revenue only when all of the following criteria have been met:

·

Persuasive evidence of an arrangement exists;

·

Delivery has occurred;


·

The fee for the arrangement is determinable; and

Persuasive evidence of an arrangement exists;

·

Collectability is reasonably assured.

Delivery has occurred;

The fee for the arrangement is determinable; and
Collectability is reasonably assured.

The Company believes the above criteria are 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 IncomeOperations and totaled $47.0$53.3 million, $43.0$49.6 million, and $38.1$47.0 million in fiscal years 2015,  2014,2017,  2016, and 2013,2015, respectively.  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 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.’’


Advertising Costs


The Company expensesexpensed advertising costs as incurred. Advertising costs totaled $9.3incurred of $12.1 million, $8.5$10.3 million, and $5.1$9.3 million in fiscal 2017,  2016, and 2015, 2014, and 2013, respectively.  



Income Taxes


Income taxes are provided using the liability method. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The Company’s policy with respect to evaluating uncertain tax positions is based upon whether management believes it is more likely than not the uncertain tax positions will be sustained upon review by the taxing authorities.  The tax positions must meet the more-likely-than-not recognition threshold with consideration given to the amounts and probabilities of the outcomes that could be realized upon settlement using the facts, circumstances and information at the reporting date.  The Company will reflect only the portion of the tax benefit that will be sustained upon resolution of the position and applicable interest on the portion of the tax benefit not recognized. The Company shall initially and subsequently measure the largest amount of tax benefit that is greater than 50% likely of being realized upon settlement with a taxing authority that has full knowledge of all relevant information.    Based upon management’s assessment, there are no uncertain tax positions expected to have a material impact on the Company’s consolidated financial statements.

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Table of Contents

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 income statement of operations 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 11: Stock Compensation Plans for more information.


Net Income (Loss) per Common Share


Basic net income per share is based on the weighted average common and Class A shares outstanding. Diluted net income per share includes any dilutive effects of stock options outstanding and unvested restricted shares.


Basic net income per share was calculated by dividing net income by the weighted-average number of common and Class A shares outstanding during the period.  Diluted net income per share was calculated by dividing net income by the weighted-average number of common shares outstanding during the period plus the dilutive effects of stock options and unvested restricted shares.  Due to the net loss in the year ended June 3, 2017, restricted shares in the amount of 131,292 were excluded from the calculation of diluted earnings per share because their inclusion would have been antidilutive.  The computations of basic net income per share and diluted net income per share are as follows (in thousands):

 

 

 

 

 

 

 

May 30, 2015

 

May 31, 2014

 

June 1, 2013

Net income attributable to Cal-Maine Foods, Inc.

$          161,254 

 

$        109,207 

 

$          50,423 

 

 

 

 

 

 

Basic weighted-average common shares (including Class A)

48,136 

 

48,095 

 

47,967 

 

 

 

 

 

 

Effect of dilutive securities:

 

 

 

 

 

    Common stock options and restricted stock

301 

 

202 

 

121 

Dilutive potential common shares

48,437 

 

48,297 

 

48,088 

 

 

 

 

 

 

Net income per common share:

 

 

 

 

 

    Basic

$                3.35 

 

$              2.27 

 

$              1.05 

 

 

 

 

 

 

    Diluted

$                3.33 

 

$              2.26 

 

$              1.05 

  June 3, 2017 May 28, 2016 May 30, 2015
Net income (loss) attributable to Cal-Maine Foods, Inc. $(74,278) $316,041
 $161,254
   
  
  
Basic weighted-average common shares (including Class A) 48,362
 48,195
 48,136
   
  
  
Effect of dilutive securities:  
  
  
Common stock options and restricted stock —
 170
 301
Dilutive potential common shares 48,362
 48,365
 48,437
   
  
  
Net income (loss) per common share:  
  
  
Basic $(1.54) $6.56
 $3.35
   
  
  
Diluted $(1.54) $6.53
 $3.33


Contingencies


Certain conditions may exist as of the date the financial statements are issued that may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company’s management and its legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.


If the assessment of a contingency indicates it is probable that a material loss has been incurred and the amount of the liability can be estimated, the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee would be disclosed. 


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


Impact of Recently Issued Accounting Standards


In May 2014, the FASBFinancial Accounting Standards Board (“FASB”) issued Accounting Standard Update No. 2014-09, Revenue from Contracts with Customers (ASU 2014-09). The standard provides companies with a single model for use in accounting for revenue arising from contracts with customers and supersedes current revenue recognition guidance, including industry-specific revenue guidance. The core principle of the model is to recognize revenue when control of the goods or services transfers to the customer in an amount that reflects the consideration that is expected to be received for those goods or services.  In August 2015, FASB issued ASU 2015-14 which deferred the effective date of ASU 2014-09 is effective foruntil annual reporting periods beginning after December 15, 2016.2017. Early adoption is not permitted. The guidance permits companies to either apply the

45

Table of Contents

requirements retrospectively to all prior periods presented, or apply the requirements in the year of adoption, through a cumulative adjustment. TheTo date the Company’s assessments efforts include evaluation of certain revenue contracts with customers and the method of retrospective application, either full or modified.  We currently expect to utilize the full retrospective transition on date of adoption.  Based on the findings to date, the Company does notexpectASU 2014-09to have a material impacton the results of operations or financial position; however, the Company’s assessment is not complete.  The Company plans to complete its review and method of adoption in fiscal 2018. 


In February 2016, the FASB issued ASU 2016-02, Leases.  The purpose of the standard is to improve transparency and comparability related to the accounting and reporting of leasing arrangements.  The guidance will require balance sheet recognition for assets and liabilities associated with rights and obligations created by leases with terms greater than twelve months.  ASU 2016-02 is effective for annual reporting periods beginning after December 15, 2018, and interim periods within those annual periods.  Early adoption is permitted.  Based on the findings to date, the Company does notexpectASU 2016-02to have a material impacton the results of operations or financial position; however, the Company’s assessment is not complete. 

In March 2016, the FASB issued ASU 2016-09,Improvements to Employee Share-Based Compensation Accounting. ASU2016-09 requires recording excess tax benefits on the statement of operations as opposed to additional paid-in-capital, and treated as an operating activity on the statement of cash flows. ASU 2016-09 also allows companies to make an accounting policy election to either estimate the number of awards that are expected to vest or account for forfeitures when they occur. ASU 2016-09is effective for annual reporting periods beginning after December 15, 2017 with early adoption permitted.  The Company adopted ASU 2016-09 during the third quarter of fiscal 2017 and it did not have a material impact on the consolidated financial statement presentation.


In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment, which removes step 2 from the goodwill impairment test. As a result, an entity should perform its annual, or interim, goodwill impairment

test by comparing the fair value of a reporting unit with its carrying amount and should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting units' fair value. The guidance is effective for annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2019, our fiscal 2021. Early adoption is permitted for annual or interim goodwill impairment tests performed on testing dates after January 1, 2017, and the prospective transition method should be applied. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.

Reclassification

Certain prior period amounts have been reclassified to conform with current presentation. Such reclassifications had no impact on previously reported net income or shareholders' equity.

2.  Acquisition


Foodonics Acquisition

On August 10, 2012,October 16, 2016, the Company purchasedacquired substantially all of the egg production assets and assumed certain liabilities of Foodonics International, Inc. and its related entities doing business as Dixie Egg Company (collectively, "Foodonics") for $68.6 million of cash and $3.0 million of deferred purchase price. The acquired assets include commercial egg assets of Pilgrim’s Pride Corporation (“PPC”) for approximately $16.3 million in cash at closing, plus contingent cash consideration of $1.4 million.  The assets acquired included two production complexesand processing facilities with capacity for approximately 1.41.6 million laying hens, contract grower arrangements for an additional 1.5 million laying hens, and PPC’s 13.6%related feed production, milling and distribution facilities in Georgia, Alabama, and Florida. The Company also acquired Foodonics' interest in TexasAmerican Egg Products, LLC (“TEP”("AEP"), which gave us a majority ownership interest and the Eggland's Best franchise with licensing rights for certain markets in TEP. 

Alabama, Florida, and Georgia as well as Puerto Rico, Bahamas and Cuba. The Company now owns 100% of AEP. The acquired operations of Foodonics are included in the accompanying financial statements as of October 16, 2016.


The following table presents the final fair values of the assets acquired and liabilities assumed (in thousands):
Inventory $7,669
Property, plant and equipment 38,590
Intangible assets 24,000
Liabilities assumed (2,034)
Total identifiable net assets 68,225
Goodwill 3,389
Purchase price 71,614
Deferred purchase price (3,000)
Cash consideration paid $68,614

Happy Hen Acquisition

On November 15, 2012,February 19, 2017, the Company acquired substantially all of the egg production, processing and distribution assets of Happy Hen Egg Farms, Inc. and its affiliates (collectively, "Happy Hen"). The assets include commercial egg assets of Maxim Productions Co. Inc. (“MPC”).    The Company acquired the MPC assets for approximately $64.9 million consisting of approximately $58.6 million in cashproduction and 114,103 shares of common stock.  The assets included a feed mill, two production complexesprocessing facilities with current capacity for 3.5 million350,000 laying hens and related distribution facilities located near Harwood and Wharton, Texas. The site is designed for capacity of up to 1.2 million laying hens. The operations of Happy Hen are included in the accompanying financial statements as of February 19, 2017. The Company closed this acquisition on March 3, 2017.

The following table presents the final fair values of the assets acquired (in thousands):


Inventory $609
Property, plant and equipment 11,259
Intangible assets 2,400
Total identifiable net assets 14,268
Goodwill 2,940
Cash consideration paid $17,208

These fair value measurements were primarily based on significant inputs that are not observable in the markets.  The cost approach, which estimates value by determining the current cost of replacing an asset with another of equivalent economic utility, was utilized for certain property, plant and equipment.  The cost to replace given assets reflects the estimated reproduction or replacement cost of the asset, less an allowance for loss in value due to depreciation.  The market approach, which indicates value for a pullet grow out facility,subject asset based on available market pricing for comparable assets, was utilized for inventory and MPC’s 21.8% interestthe Eggland's Best franchise of Foodonics. The cost of the Eggland's Best franchise will be amortized over a period of 15 years. Customer relationships and trademarks will be amortized over a period of 8 years. Non-compete agreements will be amortized over a period of 10 years. Goodwill on business combination recognizes the difference in TEP, which gave us a 72.1% interest in TEP.  The MPC acquisition included an earn-out contingency of $4.4 million, the fair value of which is remeasured at each reporting date until the contingency is settled inassets acquired and liabilities assumed, net of the second quarter of fiscal year 2016. 

Effective March 1, 2014, the Company purchased our joint venture partner’s 50% interest in Delta Egg Farm, LLC (“Delta Egg”) for $17.0 million.  The Company previously owned 50% of Delta Egg through a joint venture with Moark, LLC.  In conjunctionacquisition price. Goodwill associated with the acquisition the Company recognized a non-recurring, non-cash gain of $4.0 millionis tax deductible over 15 years.


Pro-forma information, which is usually presented for the excess in purchase price over the carrying value of the 50% investment in the unconsolidated joint venture.  This gain was recorded in “Other Income” in the Company’s Consolidated Statements of Income for fiscal 2014.  The gaininformation purposes only and is non-taxable, and therefore resulted in a $1.5 million reduction to the Company’s income tax expense for fiscal 2014.  Additionally, the Company recorded a $3.3 million decrease to deferred income tax liabilities related to the outside basis of our equity investment in Delta Egg.  Delta Egg’s assets include a feed mill and a production complex with capacity for approximately 1.2 million laying hens near Delta, Utah, as well as an organic complex with capacity for approximately 400,000 laying hens near Chase, Kansas. 

The results of the Company’s operation of these assets are included in the Company’s consolidated financial statements since the respective dates of acquisition. Included in the Company’s consolidated financial statements for fiscal 2014 are revenues and net income from Delta Egg of $4.7 million and $1.3 million, respectively.  Prior to the acquisition date the Company’s 50% share of net income was recorded “Equity in income of affiliates”.

The following unaudited pro forma information was prepared assuming the acquisition of the commercial egg assets of PPC and MPC had taken place at the beginning of fiscal year 2013.  In preparing pro forma information, various assumptions were made; therefore, the Company does not imply that the future results will benecessarily indicative of the following pro forma information (in thousands):

Year Ended

June 1, 2013

Net sales

$

1,344,279 

Net income attributable to Cal-Maine Foods, Inc.

$

50,053 

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

Basic net income per share

$

1.05 

Diluted net income per share

$

1.04 

46

Tableresults of Contentsoperations that actually would have been achieved had the acquisition been completed as of an earlier time, was not material to the Company's Consolidated Financial Statements.


3.  Investment in Affiliates

On April 9, 2015,


The Company has several in non-consolidated affiliates that are accounted for using the equity method of accounting. As of June 3, 2017, the Company entered into theowns 50% of each of Red River Valley Egg Farm, LLC, (“Red River”) joint venture with Rose Acre Farms, Inc.  The joint venture will build and operate a state of the art shell egg production complex near Bogata, Red River County, Texas.  The plans for the complex provide capacity for approximately 1.8 million cage-free laying hens.  Constuction of the complex has commenced, and the initial flocks are expected to be placed in November 2015.  The company did not incur material costs associated with the joint venture in fiscal 2015. The Company expects to fund its 50% share of approximately $73 million of construction and startup costs for the Red River joint venture during fiscal 2016. 

On July 25, 2014, the Company entered into the Southwest Specialty Eggs, LLC, (“SWS”) joint venture with Hickman’s Egg Ranch.  The SWS joint venture subsequently acquired the Egg-Land’s Best franchise for Arizona,  southern California and Clark County (including Las Vegas), Nevada.  The Company owns 50% of the SWS joint venture.

The Company owns 50% of each ofSouthwest Specialty, Eggs LLC, and Dallas Reinsurance, Co., LTD.  as of May 30, 2015.  At June 1, 2013, the Company also owned 50% of Delta Egg Farm.  During fiscal 2014 the Company purchased our joint venture partner’s 50% interest in Delta Egg Farm (Refer to Note 2 – Acquisitions).  Investment in affiliates recorded using the equity method of accounting, are included in “Other Investments” in the accompanying Consolidated Balance Sheets and totaled $13.1$62.8 million and $3.5$47.5 million at May 30, 2015June 3, 2017 and at May 31, 2014,28, 2016, respectively. 


Equity in income of $2.7affiliates of $1.4 million, $3.5$5.0 million, and $3.5$2.7 million from these entities has been included in the Consolidated Statements of IncomeOperations for fiscal 2017,  2016, and 2015, 2014, and 2013, respectively.


The condensed consolidated financial information for the Company's unconsolidated joint ventures was as follows:
  For the fiscal year ended
  June 3, 2017 May 28, 2016 May 30, 2015
Net sales 86,072
 91,320
 61,632
Net income 2,804
 10,090
 5,323
Total assets 131,871
 100,700
 30,739
Total liabilities 6,543
 5,697
 4,659
Total equity 125,328
 95,003
 26,080

The Company is also a member of Eggland’s Best, Inc. (“EB”), which is a cooperative.  At May 30, 2015June 3, 2017 and May 31, 2014,28, 2016, “Other Investments” as shown on the Company’s Consolidated Balance Sheet includes the cost of the Company’s investment in EB plus any qualified written allocations.  The Company cannot exert significant influence over EB’s operating and financial activities; therefore, the Company accounts for this investment using the cost method.   The carrying value of this investment at May 30, 2015June 3, 2017 and May 31, 201428, 2016 was $3.1$2.9 million and $768,000,$3.5 million, respectively.


The Company regularly transacts business with its cost and equity method affiliates. The following relates to the Company’s transactions with these unconsolidated affiliates (in thousands):  

 

 

 

 

 

 

 

 

 

 

 

 

For the fiscal year ended

 

 

May 30, 2015

 

May 31, 2014

 

June 1, 2013

Sales to affiliates

 

$  

40,746 

 

$  

44,798 

 

$  

43,270 

Purchases from affiliates

 

 

62,659 

 

 

74,325 

 

 

71,325 

Dividends from affiliates

 

 

1,250 

 

 

4,650 

 

 

5,875 
໿

 

 

 

 

 

 

 

 

  

 

 

 

 

 

May 30, 2015

  

May 31, 2014

Accounts receivable from affiliates

  

$

4,253 

  

$

2,619 

Accounts payable to affiliates

  

 

2,118 

  

 

3,720 

 

 

 

 

 

 

 

47

  For the fiscal year ended
  June 3, 2017 May 28, 2016 May 30, 2015
Sales to affiliates $59,073
 $61,094
 $46,989
Purchases from affiliates 73,713
 79,419
 62,659
Dividends from affiliates 6,581
 4,550
 1,250

  June 3, 2017 May 28, 2016
Accounts receivable from affiliates $4,643
 $3,483
Accounts payable to affiliates 3,617
 1,464

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4.  Inventories


Inventories consisted of the following (in thousands):

 

 

 

 

 

 

 

 

 

 

May 30, 2015

 

 

May 31, 2014

Flocks, net of accumulated amortization

 

$

87,280

 

$

90,152

Eggs

 

 

15,507

 

 

11,747

Feed and supplies

 

 

43,473

 

 

44,218

 

 

$

146,260

 

$

146,117

໿

  June 3, 2017 May 28, 2016
Flocks, net of accumulated amortization $98,059 $94,312
Eggs 14,911 11,519
Feed and supplies 47,722 48,968
  $160,692 $154,799

We grow and maintain flocks of layers (mature female chickens), pullets (female chickens, under 18 weeks of age), and breeders (male and female chickens used to produce fertile eggs to hatch for egg production flocks). Our total flock at June 3, 2017, consisted of approximately 9.5 million pullets and breeders and 36.1 million layers.

The Company chargedexpensed amortization and mortality expense associated with the flocks to cost of sales as follows (in thousands):

 

 

 

 

 

 

 

 

 

 

For the fiscal year ended

 

May 30, 2015

 

May 31, 2014

 

June 1, 2013

Amortization

$

108,570 

 

$

98,556 

 

$

88,601 

Mortality

 

3,803 

 

 

3,818 

 

 

3,667 

Total flock costs charge to cost of sales

$

112,373 

 

$

102,374 

 

$

92,268 
໿

໿
  June 3, 2017 May 28, 2016 May 30, 2015
Amortization $118,859
 $106,459
 $108,570
Mortality 5,213
 3,665
 3,803
Total flock costs charge to cost of sales $124,072
 $110,124
 $112,373
໿

໿
5. Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following (in thousands):

 

 

 

 

 

 

 

May 30, 2015

 

May 31, 2014

Prepaid insurance

 

$          1,526

 

$          1,029

Other prepaid expenses

 

420 

 

116 

Other current assets

 

153 

 

1,356 

 

 

$          2,099

 

$          2,501

6.  Goodwill and Other Intangible Assets


Goodwill and other intangibles consisted of the following (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Intangibles

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Franchise

 

Customer

 

Non-compete

 

Right of use

 

Water

 

Total other

 

 

Goodwill

 

rights

 

relationships

 

agreements

 

intangible

 

rights

 

intangibles

Balance June 1, 2013

 

$         24,417

 

$           1,831

 

$         10,407

 

$                88

 

$                   -

 

$                   -

 

$         12,326

Additions

 

4,779 

 

 -

 

 -

 

 -

 

191 

 

720 

 

911 

Amortization

 

 -

 

(477)

 

(2,317)

 

(20)

 

 -

 

-

 

(2,814)

Balance May 31, 2014

 

29,196 

 

1,354 

 

8,090 

 

68 

 

191 

 

720 

 

10,423 

Additions

 

 -

 

 -

 

 -

 

 -

 

 -

 

 -

 

 -

Amortization

 

 -

 

(484)

 

(2,317)

 

(20)

 

(42)

 

 -

 

(2,863)

Balance May 30, 2015

 

$         29,196

 

$              870

 

$           5,773

 

$                48

 

$              149

 

$              720

 

$           7,560

໿

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    Other Intangibles
    Franchise Customer Non-compete Right of use Water   Total other
  Goodwill rights relationships agreements intangible rights Trademark intangibles
Balance May 30, 2015 $29,196
 $870
 $5,773
 $48
 $149
 $720
 $—
 $7,560
Additions —
 —
 —
 —
 —
 —
 —
 —
Amortization —
 (473) (2,088) (20) (21) —
 —
 (2,602)
Balance May 28, 2016 29,196
 397
 3,685
 28
 128
 720
 —
 4,958
Additions 6,329
 24,000
 1,900
 100
 —
 —
 400
 26,400
Amortization —
 (1,183) (925) (24) (62) —
 (15) (2,209)
Balance June 3, 2017 $35,525
 $23,214
 $4,660
 $104
 $66
 $720
 $385
 $29,149



For the Other Intangibles listed above, the gross carrying amounts and accumulated amortization are as follows (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

May 30, 2015

 

May 31, 2014

 

 

Gross carrying

 

Accumulated

 

Gross carrying

 

Accumulated

 

 

amount

 

amortization

 

amount

 

amortization

Other intangible assets:

 

 

 

 

 

 

 

 

Franchise rights

 

$             5,284

 

$            (4,414)

 

$             5,284

 

$            (3,930)

Customer relationships

 

17,644 

 

(11,871)

 

17,644 

 

(9,554)

Non-compete agreements

 

100 

 

(52)

 

100 

 

(32)

Right of use intangible

 

191 

 

(42)

 

191 

 

 -

Water rights *

 

720 

 

 -

 

720 

 

 -

Total

 

$           23,939

 

$          (16,379)

 

$           23,939

 

$          (13,516)

໿

* Water rights are an indefinite life intangible asset.

໿
  June 3, 2017 May 28, 2016
  Gross carrying Accumulated Gross carrying Accumulated
  amount amortization amount amortization
Other intangible assets:        
Franchise rights $29,284
 $(6,070) $5,284
 $(4,887)
Customer relationships 19,544
 (14,884) 17,644
 (13,959)
Non-compete agreements 200
 (96) 100
 (72)
Right of use intangible 191
 (125) 191
 (63)
Water rights * 720
 —
 720
 —
Trademark 400
 (15) —
 —
Total $50,339
 $(21,190) $23,939
 $(18,981)
*Water rights are an indefinite life intangible asset.

No significant residual value is estimated for these intangible assets. Aggregate amortization expense for the fiscal years ended 2017, 2016, and 2015 2014, and 2013 totaled $2.9$2.2 million, $2.8$2.6 million, and $2.5$2.9 million, respectively. The following table represents the total estimated amortization of intangible assets for the five succeeding years (in thousands):

 

 

 

For fiscal period

 

Estimated amortization expense

2016

 

$                                     2,623

2017

 

1,076 

2018

 

939 

2019

 

897 

2020

 

873 

Thereafter

 

432 

Total

 

$                                     6,840

໿

7.

For fiscal period Estimated amortization expense
2018 $2,818
2019 2,790
2020 2,765
2021 2,228
2022 1,864
Thereafter 15,964
Total $28,429

໿
໿
໿
6. Property, Plant and Equipment


Property, plant and equipment consisted of the following (in thousands):

 

 

 

 

 

 

 

 

 

 

May 30

 

 

May 31

 

 

 

2015

 

 

2014

Land and improvements

 

$

77,064 

 

$

74,999 

Buildings and improvements

 

 

270,076 

 

 

244,782 

Machinery and equipment

 

 

364,209 

 

 

323,117 

Construction-in-progress

 

 

42,893 

 

 

32,826 

 

 

 

754,242 

 

 

675,724 

Less: accumulated depreciation

 

 

395,452 

 

 

360,789 

 

 

$

358,790 

 

$

314,935 

  June 3,
2017		 May 28,
2016
Land and improvements $87,276
 $80,775
Buildings and improvements 342,933
 291,888
Machinery and equipment 460,218
 399,804
Construction-in-progress 36,752
 50,178
  927,179
 822,645
Less: accumulated depreciation 468,995
 430,371
  $458,184
 $392,274

Depreciation expense was $37.3$48.8 million, $33.5$41.4 million and $31.2$37.3 million in fiscal years 2017,  2016 and 2015, 2014 and 2013, respectively.


The Company maintains insurance for both property damage and business interruption relating to catastrophic events, such as the fires.  Insurance recoveries received for property damage and business interruption in excess of the net book

value of damaged assets, clean-up and demolition costs, and post-event costs are recognized as income in the period received or committed when all contingencies associated with the recoveries are resolved. Gains on insurance recoveries related to business interruption are recorded within “Cost of sales” and any gains or losses related to property damage are recorded within “Other income (expense).” Insurance

49

Table of Contents

recoveries related to business interruption are classified as operating cash flows and recoveries related to property damage are classified as investing cash flows in the statement of cash flows.  Insurance claims incurred or finalized during the fiscal years ended 2015, 2014,2017, 2016, and 2013 2015are discussed below.


In the second quarter of fiscal 2014,2015, acontract producer owned pulletcomplexin Floridawas damaged by fire.  The fire destroyedtwocontract producer owned pullet houses that contained the Company’s flocks.  In the third quarter of fiscal 2014,2015, theCompany’sShady Dale, Georgia complex was damaged by a fire.  The fire destroyedtwopullet houses.  These claims were resolved in fiscal 20152016 and did not have a material impact on the Company’s results of operations.

8.

7.  Leases


Future minimum payments under non-cancelable operating leases that have initial or remaining non-cancelable terms in excess of one year at May 30, 2015June 3, 2017 are as follows (in thousands):

 

 

 

2016

$

493 

2017

 

441 

2018

 

310 

2019

 

57 

2020

 

7 

Total minimum lease payments

$

1,308 

2018 $502
2019 208
2020 162
2021 160
2022 150
Total minimum lease payments $1,182

Substantially all of the leases provide thatrequire the Company paysto pay taxes, maintenance, insurance and certain other operating expenses applicable to the leased assets.  Vehicle rent expense totaled $101,000,  $174,000$475,000,  $190,000 and $382,000$101,000 in fiscal 2015,  20142017,  2016 and 2013,2015, respectively. Rent expense excluding vehicle rent was $3.0$3.5 million, $2.7$3.9 million, and $2.9$3.0 million in fiscal 2015,  20142017,  2016 and 2013,2015, respectively, primarily for the lease of certain operating facilities and equipment.  

9.


8.  Credit Facilities and Long-Term Debt


Long-term debt consisted of the following (in thousands except interest rate and installment data):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

May 30

 

May 31

 

 

2015

 

2014

 

 

 

Note payable at 6.20%, due in monthly principal installments of $250,000, plus interest, maturing in 2019

 

$

13,500 

 

$

16,500 

Note payable at 5.99%, due in monthly principal installments of $150,000, plus interest, maturing in 2021

 

 

12,700 

 

 

14,500 

Note payable at 6.35%, due in monthly principal installments of $100,000, plus interest, maturing in 2017

 

 

10,300 

 

 

11,500 

Series A Senior Secured Notes at 5.45%, due in monthly principal installments of $175,500, plus interest, maturing in 2018

 

 

6,311 

 

 

8,417 

Note payable at 5.40%, due in monthly principal installments of $125,000, plus interest, maturing in 2018

 

 

4,750 

 

 

6,250 

Note payable at 6.40%, due in monthly principal installments of $35,000, plus interest, maturing in 2018

 

 

3,140 

 

 

3,560 

Note payable at 2.00%, due in semi-annual principal and interest payments of $20,790, maturing in 2019

 

 

159 

 

 

197 

Note payable at 6.07%, due in monthly principal installments of $33,300, plus interest, maturing in 2015

 

 

 -

 

 

169 

Total debt

 

 

50,860 

 

 

61,093 

Less: current maturities

 

 

10,065 

 

 

10,216 

Long-term debt, less current maturities

 

$

40,795 

 

$

50,877 

50

  June 3,
2017		 May 28,
2016
Note payable at 6.20%, due in monthly principal installments of $250,000, plus interest, maturing in fiscal 2020 $7,500
 $10,500
Note payable at 6.35%, due in monthly principal installments of $100,000, plus interest, paid off in fiscal 2017 —
 9,100
Note payable at 5.40%, due in monthly principal installments of $125,000, plus interest, maturing in fiscal 2019 1,750
 3,250
Note payable at 6.40%, due in monthly principal installments of $35,000, plus interest, paid off in fiscal 2017 —
 2,720
Capital lease obligations 1,689
 —
Total debt 10,939
 25,570
Less: current maturities 4,826
 16,320
Long-term debt, less current maturities $6,113
 $9,250

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໿

The aggregate annual fiscal year maturities of long-term debt at May 30, 2015June 3, 2017 are as follows (in thousands):

 

 

 

 

 

2016

$

10,065 

2017

 

20,265 

2018

 

8,439 

2019

 

5,091 

2020

 

3,300 

Thereafter

 

3,700 

 

$

50,860 

2018 $4,826
2019 3,533
2020 1,696
2021 205
2022 215
Thereafter 464
  $10,939

Certain property, plant, and equipment is pledged as collateral on our notes payable and senior secured notes. Unless otherwise approved by our lenders, we are required by provisions of our loan agreements to (1) maintain minimum levels of working capital (ratio of not less than 1.25 to 1) and net worth (minimum of $90.0 million tangible net worth, plus 45% of cumulative net income); (2) limit dividends paid in any given quarter to not exceed an amount equal to one third of the previous quarter’s consolidated net income (allowed if no events of default), (3) maintain minimum total funded debt to total capitalization (debt to total tangible capitalization not to exceed 55%); and (4) maintain various current and cash-flow coverage ratios (1.25 to 1), among other restrictions. At May 30, 2015,June 3, 2017, we were in compliance with the financial covenant requirements of all loan agreements. Under certain of the loan agreements, the lenders have the option to require the prepayment of any outstanding borrowings in the event we undergo a change in control, as defined in the applicable loan agreement. Our debt agreements require Fred R. Adams, Jr., the Company’s Founder and Chairman Emeritus, or his family, to maintain ownership of Company shares representing not less than 50% of the outstanding voting power of the Company.  We are in compliance with those covenants at May 30, 2015.

June 3, 2017.


Interest, net of amount capitalized,of $2.3 million, $3.2$317,000, $1.1 million, and $3.5$2.3 million was paid during fiscal2017,  2016and2015,  2014 and 2013, respectively.  Interest of $1.2$1.1 million,  $1.1 million  $603,000, and $383,000 $1.2 millionwas capitalized for construction of certain facilities during fiscal2017,  2016and2015, 2014 and 2013, respectively.

10.


9.  Employee Benefit Plans


The Company maintains a medical plan that is qualified under Section 401(a) of the Internal Revenue Code and is not subject to tax under present income tax laws.  The plan is funded by contributions from the Company and its employees.  Under its plan, the Company self-insures its portion of medical claims for substantially all full-time employees.  The Company uses stop-loss insurance to limit its portion of medical claims to $225,000 per occurrence.  The Company's expenses including accruals for incurred but not reported claims were approximately $9.6$14.0 million, $9.8$11.8 million, and $7.4$9.6 million in fiscal years 2015,  20142017,  2016 and 2013,2015, respectively.  The liability recorded for incurred but not reported claims was $700,000$900,000 as of bothJune 3, 2017 and $770,000 as of May 30, 2015 and  May 31, 2014.

28, 2016.


The Company has a KSOP plan that covers substantially all employees (“the Plan”).  The Company makes cash contributions to the Plan at a rate of 3% of participants' eligible compensation, plus an additional amount determined at the discretion of the Board of Directors.  Contributions can be made in cash or the Company's Common Stock,common stock, and vest immediately.   The Company's cash contributions to the Plan were $2.8$3.2 million, $3.0$2.9 million, and $1.8$2.8 million in fiscal years 2015,  20142017,  2016 and 2013,2015, respectively. The Company did not make direct contributions of the Company’s common stock in fiscal years 2015,  2014,2017,  2016, or 2013.2015. Dividends on the Company’s common stock are paid to the Plan in cash.  The Plan acquires the Company’s common stock, which is listed on the NASDAQ, by using the dividends and the Company’s cash contribution to purchase shares in the public markets.  The Plan sold common stock on the NASDAQ to pay benefits to Plan participants.  Participants may make contributions to the Plan up to the maximum allowed by the Internal Revenue Service regulations.  The Company does not match participant contributions.


The Company has deferred compensation agreements with certain officers for payments to be made over specified periods beginning when the officers reach age 65 or over as specified in the agreements.  Amounts accrued for the agreements are based upon deferred compensation earned over the estimated remaining service period of each officer.  Payments made under the plan were $97,000,  $50,000,$110,000,  $102,000, and $50,000$97,000 in fiscal years 2015,  2014,2017,  2016, and 2013,2015, respectively.  The liability recorded related to these agreements was $1.6 million at June 3, 2017 and May 30, 2015 and $1.7 million at May 31, 2014. 

28, 2016. 

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In December 2006, the Company adopted an additional deferred compensation plan to provide deferred compensation to named officers of the Company.  The awards issued under this plan were $241,000, $202,000,$290,000, $284,000, and $156,000$241,000 in fiscal 2015,  20142017,  2016 and 2013,2015, respectively.  Payments made under the plan were $116,000$147,000 and zero$128,000 in fiscal 20152017 and 2014,2016, respectively.  The liability recorded related to these agreements was $1.7$2.5 million and $1.5$1.9 million at May 30, 2015June 3, 2017 and May 31, 2014,28, 2016, respectively.


Deferred compensation expense for both plans totaled $470,000, $425,000$616,000, $347,000 and $786,000$470,000 in fiscal 2017,  2016 and 2015, 2014 and 2013, respectively.


Postretirement Medical Plan


The Company maintains an unfunded postretirement medical plan to provide limited health benefits to certain qualified retired employees and officers.  Retired non-officers and spouses are eligible for coverage until attainment of Medicare eligibility, at which time coverage ceases.  Retired officers and spouses are eligible for lifetime benefits under the plan.  Officers and their spouses, who retired prior to May 1, 2012, must participate in Medicare Plans A and B.  Officers, and their spouses, who retire on or after May 1, 2012 must participate in Medicare Plans A, B, and D. 


The plan is accounted for in accordance with ASC 715, “Compensation – Retirement Benefits”, under whichwhereby an employer recognizes the funded status of a defined benefit postretirement plan as an asset or liability, and recognizes changes in thatthe funded status in the year the change occurs through comprehensive income.  Additionally, this expense is recognized on an accrual basis over the employees’ approximate period of employment. The liability associated with the plan was $1.5$2.3 million and $683,000$1.8 million as of May 30, 2015June 3, 2017 and May 31, 2014,28, 2016, respectively.  The remaining disclosures associated with ASC 715 are immaterial to the company’sCompany’s financial statements.

11.


10.  Stock Compensation Plans

On July 28, 2005, the Company’s Board of Directors approved the Cal-Maine Foods, Inc. 2005 Incentive Stock Option Plan (the "ISO Plan") and reserved 1,000,000 shares for issuance upon exercise of options granted under the ISO Plan. Options issued pursuant to the ISO Plan may be granted to any of the Company’s employees. The options may have a term of up to ten years and generally will vest ratably over five years. On August 17, 2005, the Company issued 720,000 options with an exercise price of $2.97. The options have ten-year terms and vest over five years beginning from the date of grant. The ISO Plan was ratified by the Company’s shareholders at the annual meeting of shareholders on October 13, 2005.  No options were outstanding under the ISO Plan as of May 30, 2015.

On July 28, 2005, the Company’s Board of Directors approved the Cal-Maine Foods, Inc. Stock Appreciation Rights Plan (the "Rights Plan"). The Rights Plan covers 2,000,000 shares of Common Stock of the Company. Stock Appreciation Rights ("SARs") may be granted to any employee or non-employee member of the Board of Directors. Upon exercise of a SAR, the holder will receive cash equal to the difference between the fair market value of a single share of Common Stock at the time of exercise and the strike price which is equal to the fair market value of a single share of Common Stock on the date of the grant. The SARs have a ten-year term and vest over five years. On August 17, 2005, the Company issued 1,185,000 SARs under the Rights Plan with a strike price of $2.97 and, on August 26, 2005, the Company issued 90,000 SARs with a strike price of $3.36. On August 24, 2006, the Company issued 30,000 SARs with a strike price of $3.47. The Rights Plan was ratified by the Company’s shareholders at the annual meeting of shareholders on October 13, 2005.


On October 5, 2012, shareholders approved the Cal-Maine Foods, Inc. 2012 Omnibus Long-Term Incentive Plan (“2012 Plan”). The purpose of the 2012 Plan is to assist us and our subsidiaries in attracting and retaining selected individuals who, serving as our employees, outside directors and consultants, are expected to contribute to our success and to achieve long-term objectives which will benefit our shareholders through the additional incentives inherent in the awards under the 2012 Plan. The maximum number of shares of common stock that are available for awards under the 2012 Plan is 1,000,000 shares issuable from the Company’s treasury stock.  Awards may be granted under the 2012 Plan to any employee, any non-employee member of the Company’s Board of Directors, and any consultant who is a natural person and provides services to us or one of our subsidiaries (except for incentive stock options which may be granted only to our employees).

On


In January 15, 2013, January 15, 2014, and January 15, 2015,2017, the Company granted 86,215  restricted shares from treasury in the amounts of 126,000,  127,200,  and 91,540,  respectively.treasury.  The restricted shares vest three years from the grant date, or upon death or disability, change in control, or retirement (subject to certain requirements). The restricted shares contain no other service or performance conditions.  Restricted stock is awarded in the name of the recipient and except for the right of disposal, constitutes

52

Table of Contents

issued and outstanding shares of the Company’s common stock for all corporate purposes during the period of restriction including the right to receive dividends.  Compensation expense is a fixed amount based on the grant date closing price and is amortized over the vesting period. 


Our unrecognized compensation expense as a result of non-vested shares atwas $5.9 million as of June 3, 2017 and $5.6 million as of May 30, 2015 and May 31, 2014 was $5.6 million and $4.3 million, respectively.28, 2016.  The unrecognized compensation expense will be amortized to stock compensation expense over a period of 1.92.1 years.


The Company recognized stock compensation expense of $3.4 million, $1.7 million, and $2.3 million for equity awards and $749,000 for liability awards in fiscal 2015.  In fiscal 2014 the Company recognized stock compensation expense of $1.3 million for equity awards2017, 2016, and $521,000 for liability awards. In fiscal 2013, the Company recognized stock compensation expense of $291,000 for equity awards and $312,000 for liability awards.

A summary of our equity award activity and related information for our stock options is as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

Weighted

 

Average

 

 

 

 

Number

 

Exercise

 

Remaining

 

Aggregate

 

 

of

 

Price

 

Contractual

 

Intrinsic

 

 

Options

 

Per Share

 

Life (in Years)

 

Value

Outstanding, June 1, 2013

 

 

86,000 

 

$

2.97 

 

 

 

 

 

 

Granted

 

 

 -

 

 

 -

 

 

 

 

 

 

Exercised

 

 

(40,000)

 

 

2.97 

 

 

 

 

 

 

Forfeited

 

 

 -

 

 

 -

 

 

 

 

 

 

Outstanding, May 31, 2014

 

 

46,000 

 

$

2.97 

 

 

 

 

 

 

Granted

 

 

 -

 

 

 -

 

 

 

 

 

 

Exercised

 

 

(46,000)

 

 

2.97 

 

 

 

 

 

 

Forfeited

 

 

 -

 

 

 -

 

 

 

 

 

 

Outstanding, May 30, 2015

 

 

 -

 

$

 -

 

 

 -

 

$

 -

Exercisable, May 30, 2015

 

 

 -

 

$

 -

 

 

 -

 

$

 -

The intrinsic value of stock options exercised totaled $1.6 million, $911,000, and zero in fiscal years 2015, 2014, and 2013, respectively.



A summary of our equity award activity and related information for our restricted stock is as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Weighted

 

 

Number

 

Average

 

 

of

 

Grant Date

 

 

Shares

 

Fair Value

Outstanding, June 1, 2013

 

 

126,000 

 

$

20.54 

Granted

 

 

127,200 

 

 

26.77 

Vested

 

 

(5,940)

 

 

22.85 

Forfeited

 

 

(2,060)

 

 

20.54 

Outstanding, May 31, 2014

 

 

245,200 

 

$

27.24 

Granted

 

 

91,540 

 

 

36.63 

Vested

 

 

(400)

 

 

23.65 

Forfeited

 

 

(1,200)

 

 

23.65 

Outstanding, May 30, 2015

 

 

335,140 

 

$

27.24 

53

    Weighted
  Number Average
  of Grant Date
  Shares Fair Value
Outstanding, May 30, 2015 335,140
 $27.24
Granted 78,560
 49.39
Vested (122,140) 20.76
Forfeited (2,660) 31.29
Outstanding, May 28, 2016 288,900
 $35.97
Granted 86,215
 43.00
Vested (121,148) 26.90
Forfeited (6,232) 39.66
Outstanding, June 3, 2017 247,735
 $42.76

Table

On July 28, 2005, the Company’s Board of Contents

Directors approved the Cal-Maine Foods, Inc. Stock Appreciation Rights Plan (the "Rights Plan"). The Rights Plan covers 2,000,000 shares of Common Stock of the Company. Stock Appreciation Rights ("SARs") were granted to employees or non-employee members of the Board of Directors. Upon exercise of a SAR, the holder received cash equal to the difference between the fair market value of a single share of Common Stock at the time of exercise and the strike price which is equal to the fair market value of a single share of Common Stock on the date of the grant. The SARs had a ten year term and vested over five years. The last remaining SARs were exercised during fiscal 2016 which effectively terminated this plan.


A summary of our liability award activity and related information is as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

 

 

Weighted

 

Average

 

 

 

 

 

Number

 

Average

 

Remaining

 

Aggregate

 

 

Of

 

Strike Price

 

Contractual

 

Intrinsic

 

 

Rights

 

Per Right

 

Life (in Years)

 

Value

Outstanding, June 1, 2013

 

 

53,000 

 

$

3.19 

 

 

 

 

 

 

Granted

 

 

 -

 

 

 -

 

 

 

 

 

 

Exercised

 

 

(16,400)

 

 

2.97 

 

 

 

 

 

 

Forfeited

 

 

 -

 

 

 -

 

 

 

 

 

 

Outstanding, May 31, 2014

 

 

36,600 

 

$

3.29 

 

 

 

 

 

 

Granted

 

 

 -

 

 

 -

 

 

 

 

 

 

Exercised

 

 

(9,700)

 

 

2.97 

 

 

 

 

 

 

Forfeited

 

 

 -

 

 

 -

 

 

 

 

 

 

Outstanding, May 30, 2015

 

 

26,900 

 

$

3.40 

 

 

1.13 

 

$

1,414 

Exercisable, May 30, 2015

 

 

26,900 

 

$

3.40 

 

 

1.13 

 

$

1,414 

We determined the fair value of our obligation related to unexercised liability awards as of May 30, 2015 and May 31, 2014 was $1.4 million and $1.1 million, respectively.  

      Weighted  
    Weighted Average  
  Number Average Remaining Aggregate
  Of Strike Price Contractual Intrinsic
  Rights Per Right Life (in Years) Value
Outstanding, May 30, 2015 26,900
 $3.40
  
  
Granted —
 —
  
  
Exercised (26,900) 3.40
  
  
Forfeited —
 —
  
  
Outstanding, May 28, 2016 —
 $—
 —
 $—

Total payments for liability awards exercised totaled $407,000,zero,  $1.4 million, and $373,000 and $192,000 for fiscal 2017, 2016 and 2015, 2014 and 2013, respectively.

The fair value of liability awards was estimated as of May 30, 2015, May 31, 2014, and June 1, 2013, using a Black-Scholes option pricing model using the following weighted-average assumptions:

 

 

 

 

 

 

 

 

 

May 30, 2015

 

May 31, 2014

 

June 1, 2013

Risk-free interest rate

 

0.26%

 

0.10%

 

0.13%

Dividend yield

 

1.25%

 

1.66%

 

2.66%

Volatility factor of the expected market price of our stock

 

36.59%

 

37.36%

 

23.65%

Weighted-avg. expected life of the rights

 

1 yr.

 

1 yr.

 

1 yr.

12.

໿
໿
໿

11.  Income Taxes


Income tax expense (benefit) consisted of the following: 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal year ended

 

 

May 30

 

May 31

 

June 1

 

 

2015

 

2014

 

2013

Current:

 

 

 

 

 

 

 

 

 

Federal

 

$

70,900 

 

$

38,940 

 

$

28,144 

State

 

 

8,260 

 

 

5,470 

 

 

2,410 

 

 

 

79,160 

 

 

44,410 

 

 

30,554 

Deferred:

 

 

 

 

 

 

 

 

 

Federal

 

 

4,503 

 

 

6,474 

 

 

(4,937)

State

 

 

605 

 

 

1,151 

 

 

(810)

 

 

 

5,108 

 

 

7,625 

 

 

(5,747)

 

 

$

84,268 

 

$

52,035 

 

$

24,807 

54

  Fiscal year ended
  June 3,
2017		 May 28,
2016		 May 30,
2015
Current:      
Federal $(48,030) $132,250
 $70,900
State (6,670) 17,560
 8,260
  (54,700) 149,810
 79,160
Deferred:  
  
  
Federal 13,076
 17,096
 4,503
State 1,757
 2,296
 605
  14,833
 19,392
 5,108
  $(39,867) $169,202
 $84,268

Table of Contents


Significant components of the Company’s deferred tax liabilities and assets were as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

May 30

 

May 31

 

 

2015

 

2014

Deferred tax liabilities:

 

 

 

 

 

 

Property, plant and equipment

 

$

48,117 

 

$

41,393 

Cash basis temporary differences

 

 

478 

 

 

637 

Inventories

 

 

32,689 

 

 

34,163 

Investment in affiliates

 

 

240 

 

 

487 

Other comprehensive income

 

 

238 

 

 

294 

Other

 

 

3,379 

 

 

3,800 

Total deferred tax liabilities

 

 

85,141 

 

 

80,774 

 

 

 

 

 

 

 

Deferred tax assets:

 

 

 

 

 

 

Accrued expenses

 

 

2,553 

 

 

3,122 

Other

 

 

6,583 

 

 

6,699 

Total deferred tax assets

 

 

9,136 

 

 

9,821 

Net deferred tax liabilities

 

$

76,005 

 

$

70,953 

Effective May 29, 1988, the Company could no longer use cash basis accounting for its farming subsidiary because of tax law changes. The  Taxpayer Relief Act of 1997 provides that taxes on the cash basis temporary differences as of that date are generally payable over 20 years beginning in fiscal 1999 or in full in the first fiscal year in which there is a change in ownership control. The Company uses the farm-price method for valuing inventories for income tax purposes.

  June 3,
2017		 May 28,
2016
Deferred tax liabilities:  
  
Property, plant and equipment $68,830
 $60,998
Inventories 38,270
 39,068
Investment in affiliates 8,563
 1,438
Other comprehensive income 290
 223
Other 4,656
 4,343
Total deferred tax liabilities 120,609
 106,070
   
  
Deferred tax assets:  
  
Accrued expenses 4,308
 3,374
Other 6,019
 7,314
Total deferred tax assets 10,327
 10,688
Net deferred tax liabilities $110,282
 $95,382

The differences between income tax expense (benefit) at the Company’s effective income tax rate and income tax expense at the statutory federal income tax rate were as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Fiscal year end

 

 

May 30

 

May 31

 

June 1

 

 

2015

 

2014

 

2013

 

 

 

 

 

 

 

Statutory federal income tax

 

$

85,933 

 

$  

56,435 

 

$  

26,331 

State income taxes, net

 

 

5,762 

 

 

4,303 

 

 

1,040 

Domestic manufacturers deduction

 

 

(7,308)

 

 

(3,810)

 

 

(2,860)

Reversal of outside basis in equity investment-Delta Egg

 

 

 -

 

 

(3,295)

 

 

 -

Non-taxable remeasurement gain upon consolidation of Delta Egg

 

 

 -

 

 

(1,392)

 

 

 -

Tax exempt interest income

 

 

(184)

 

 

(143)

 

 

(76)

Other, net

 

 

65 

 

 

(63)

 

 

372 

 

 

$

84,268 

 

$

52,035 

 

$

24,807 
໿

Federal and state income taxes of $75.5 million, $41.6 million,  and $42.7 million were paid in fiscal years 2015, 2014, and 2013, respectively. Federal and state income taxes of zero,  zero, and $12,000 were refunded in fiscal years 2015, 2014, and 2013, respectively.

  Fiscal year end
  June 3,
2017		 May 28,
2016		 May 30,
2015
       
Statutory federal income tax (benefit) $(39,950) $169,835
 $85,933
State income tax (benefit) (3,193) 12,906
 5,762
Domestic manufacturers deduction 4,095
 (13,332) (7,308)
Tax exempt interest income (206) (233) (184)
Other, net (613) 26
 65
  $(39,867) $169,202
 $84,268

We had no significant unrecognized tax benefits at May 30, 2015June 3, 2017 or at May 31, 2014.28, 2016. Accordingly, we do not have any accrued interest or penalties related to uncertain tax positions. However, if interest or penalties were to be incurred related to uncertain tax positions, such amounts would be recognized in income tax expense.

We are under a limited scope audit by the IRS for the fiscal years 2013 through 2015.   We are subject to income tax in many jurisdictions within the U.S., and certain jurisdictions are under audit by state and local tax authorities. The resolutions of these audits are not expected to be material to our consolidated financial statements. Tax periods for all years after fiscal year 20112013 remain open to examination by the federal and state taxing jurisdictions to which we are subject.

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Table of Contents

13.

12. Contingencies

Financial Instruments

The Company maintains standby letters of credit (“LOC”) with a bank totaling $3.7 million at May 30, 2015.June 3, 2017.  These LOCs are collateralized with cash. The cash that collateralizes the LOCs is included in the line item “Other assets” in the consolidated balance sheets.  The outstanding LOCs are for the benefit of certain insurance companies. None of the LOCs are recorded as a liability on the Consolidated Balance Sheets.

Litigation

The Company is a defendant in certain legal actions, and intends to vigorously defend its position in these actions. The Company assesses the likelihood of material adverse judgments or outcomes to the extent losses are reasonably estimable.  If the assessment of a contingency indicates it is probable that a material loss has been incurred and the amount of the liability can be reasonably estimated, the estimated liability is accrued in the Company’s financial statements.  If the assessment indicates a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed.


Egg Antitrust Litigation

Since September 25, 2008, the Company has been named as one of several defendants in numerous antitrust cases involving the United States shell egg industry.  In some of these cases, the named plaintiffs allege that they purchased eggs or egg products directly from a defendant and have sued on behalf of themselves and a putative class of others who claim to be similarly situated.  In other cases, the named plaintiffs allege that they purchased shell eggs and egg products directly from one or more of the defendants but sue only for their own alleged damages and not on behalf of a putative class.  In the remaining cases, the named plaintiffs are individuals or companies who allege that they purchased shell eggs indirectly from one or more of the defendants - that is, they purchased from retailers that had previously purchased from defendants or other parties - and have sued on behalf of themselves and a putative class of others who claim to be similarly situated.

The Judicial Panel on Multidistrict Litigation consolidated all of the putative class actions (as well as certain other cases in which the Company was not a named defendant) for pretrial proceedings in the United States District Court for the Eastern District of Pennsylvania. The Pennsylvania court organized the putative class actions around two groups (direct purchasers and indirect purchasers) and named interim lead counsel for the named plaintiffs in each group.

The Direct Purchaser Putative Class Action. The direct purchaser putative class cases were consolidated into In re: Processed Egg Products Antitrust Litigation, No. 2:08-md-02002-GP, in the United States District Court for the Eastern District of Pennsylvania. As previously reported, in November 2014, the Court approved the Company’s settlement with the direct purchaser plaintiff class and entered final judgment dismissing with prejudice the class members’ claims against the Company.

The Indirect Purchaser Putative Class Action.  The indirect purchaser putative class cases were consolidated into In re: Processed Egg Products Antitrust Litigation, No. 2:08-md-02002-GP, in the United States District Court for the Eastern District of Pennsylvania.  On April 20-21, 2015, the Court held an evidentiary hearing on the indirect purchaser

plaintiffs’ motion for class certification. On September 18, 2015, the Court denied the indirect purchaser plaintiffs’ motion for class certification of 21 separate classes seeking damages under the laws of 21 states, holding that the plaintiffs were not able to prove that their purported method for ascertaining class membership was reliable or administratively feasible, that common questions would predominate, or that their proposed class approach would be manageable in a single trial.  In addition to barring any right to pursue a class monetary remedy under state law, the Court also denied indirect purchaser plaintiffs’ request for certification of an injunctive-relief class under federal law. However, the court allowed the indirect purchaser plaintiffs to renew their motion for class certification seeking a federal injunction. The plaintiffs filed their renewed motion to certify an injunctive-relief class on October 23, 2015. The Company joined the other defendants in opposing that motion on November 20.  The plaintiffs filed their reply memorandum on December 11, 2015, and on March 7, 2017, the Court heard arguments on the renewed motion for injunctive class certification. On June 27, 2017, the Court denied plaintiffs’ renewed motion for injunctive class certification. The plaintiffs also filed a petition with the United States Court of Appeals for the Third Circuit, asking the court to hear an immediate appeal of the trial court’s denial of the motion to certify 21 state-law damages classes. On December 3, 2015, the Third Circuit entered an order staying its consideration of the plaintiffs’ request for an immediate appeal of the damages-class ruling pending the trial court’s resolution of the plaintiffs’ renewed motion to certify an injunctive-relief class. On July 11, 2017 the plaintiffs filed a petition with the Third Circuit asking the court to hear an appeal of the June 27 order denying plaintiffs’ renewed motion for injunctive class certification. On July 21, 2017, the Company joined other defendants in a response filed with the Third Circuit opposing the plaintiffs' petition.

The Non-Class Cases. Six of the cases in which plaintiffs do not seek to certify a class have been consolidated with the putative class actions into In re: Processed Egg Products Antitrust Litigation, No. 2:08-md-02002-GP, in the United States District Court for the Eastern District of Pennsylvania. The court granted with prejudice the defendants’ renewed motion to dismiss the non-class plaintiffs’ claims for damages arising before September 24, 2004. On July 2, 2015, the Company filed and joined several motions for summary judgment that sought either dismissal of all of the claims in all of these cases or, in the alternative, dismissal of portions of these cases. On July 2, 2015, the non-class plaintiffs filed a motion for summary judgment seeking dismissal of certain affirmative defenses based on statutory immunities from federal antitrust law. The Court heard oral argument on the motions for summary judgment on February 22 and 23, 2016. On September 6, 2016, the Court granted the defendants’ motion for summary judgment against the plaintiffs’ claims arising from their purchases of egg products, dismissing those claims with prejudice. On September 9, 2016, the Court granted in part the Company’s motion for summary judgment on liability, dismissing as a matter of law the plaintiffs’ allegations of a side agreement to cease construction of new facilities and ruling that the plaintiffs’ allegations against United Egg Producers (UEP) animal-welfare guidelines must be evaluated at trial under the rule of reason. On September 12, 2016, the Court granted in part the Company’s motion for summary judgment on damages, ruling that plaintiffs cannot recover damages on purchases of eggs from non-defendants and cannot recover any relief on eggs and egg products produced or sold in Arizona after October 1, 2009, the date that Arizona mandated that all eggs sold or produced in that state must be produced in compliance with the 2008 version of the UEP animal-welfare guidelines. On September 13, 2016, the Court granted in part the plaintiffs’ motion for summary judgment as to the applicability of the Capper-Volstead defense, ruling that United States Egg Marketers (an industry cooperative of which the Company is a member) may invoke the defense at trial but that UEP (another industry cooperative of which the Company is a member) cannot. The Capper-Volstead defense is a defense pursuant to the Capper-Volstead Act (the Co-operative Marketing Associations Act), enacted by Congress in 1922, which gives certain associations of farmers certain exemptions from antitrust laws. On October 4, 2016, certain direct action plaintiffs (Kraft Food Global, Inc., General Mills, Inc., Nestle USA, Inc., and The Kellogg Company) filed an appeal to the United States Court of Appeals for the Third Circuit from the District Court’s Order dated September 6, 2016, granting defendants’ motion for summary judgment and dismissing with prejudice all claims based on the purchase of egg products. These plaintiffs filed their opening brief on March 7, 2017. The defendants filed their response brief on April 20. These plaintiffs filed their reply brief on May 18. The court of appeals heard oral argument on July 11, 2017, but has not issued a ruling. On November 22, 2016, the non-class plaintiffs filed a motion asking the Court to hold a status conference and asking the court to set the non-class cases for trial in June of 2017. The parties in all of the remaining class and non-class cases submitted several different proposed trial schedules to the court, and a status conference was held on February 9, 2017. A trial date has not yet been set.


Allegations in Each Case. In all of the cases described above, the plaintiffs allege that the Company and certain other large domestic egg producers conspired to reduce the domestic supply of eggs in a concerted effort to raise the price of eggs to artificially high levels. In each case, plaintiffs allege that all defendants agreed to reduce the domestic supply of eggs by: (a) agreeing to limit production; (b) manipulating egg exports; and (c) implementing industry-wide animal welfare guidelines that reduced the number of hens and eggs.

The named plaintiffs in the remaining indirect purchaser putative class action seek treble damages under the statutes and common-law of various states and injunctive relief under the Sherman Act on behalf of themselves and all other putative class members in the United States. Although plaintiffs allege a class period starting in October, 2006 and running “through the present,” the Court denied the plaintiffs’ motion to certify classes seeking damages under the laws of 21 states and denied without prejudice the plaintiffs’ motion to certify an injunctive-relief class, although the plaintiffs have filed a renewed motion to certify an injunctive-relief class, as discussed above.

Five of the original six non-class cases remain pending against the Company. The principal plaintiffs in these cases are: The Kroger Co.; Publix Super Markets, Inc.; SUPERVALU, Inc.; Safeway, Inc.; Albertsons LLC; H.E. Butt Grocery Co.; The Great Atlantic & Pacific Tea Company, Inc.; Walgreen Co.; Hy-Vee, Inc.; and Giant Eagle, Inc. In four of these remaining non-class cases, the plaintiffs seek treble damages and injunctive relief under the Sherman Act.  In one of those four cases, the plaintiffs purchased only egg products, and as noted above, the Court dismissed with prejudice all claims arising from the purchase of egg products. On October 4, 2016, the four plaintiffs in that case (Kraft Food Global, Inc., General Mills, Inc., Nestle USA, Inc., and The Kellogg Company) appealed that decision to the United States Court of Appeals for the Third Circuit. In the fifth remaining non-class case, the plaintiff seeks treble damages and injunctive relief under the Sherman Act and the Ohio antitrust act (known as the Valentine Act).

The Pennsylvania court has entered a series of orders related to case management, discovery, class certification, summary judgment, and scheduling.  The Court has also denied all four motions that the plaintiffs filed to exclude testimony from certain expert witnesses retained by the defendants. The Pennsylvania court has not set a trial date for any of the Company’s remaining consolidated cases (non-class and indirect purchaser cases). As noted above, the court held a hearing on the parties’ proposed trial schedules but has not yet set a trial date.

The Company intends to continue to defend the remaining cases as vigorously as possible based on defenses which the Company believes are meritorious and provable.  While management believes that the likelihood of a material adverse outcome in the overall egg antitrust litigation has been significantly reduced as a result of the settlements and rulings described above, there is still a reasonable possibility of a material adverse outcome in the remaining egg antitrust litigation. At the present time, however, it is not possible to estimate the amount of monetary exposure, if any, to the Company because of these cases. Accordingly, adjustments, if any, which might result from the resolution of these remaining legal matters, have not been reflected in the financial statements.

State of Oklahoma Watershed Pollution Litigation

On June 18, 2005, the State of Oklahoma filed suit, in the United States District Court for the Northern District of Oklahoma, against Cal-Maine Foods, Inc. and Tyson Foods, Inc. and affiliates, Cobb-Vantress, Inc., Cargill, Inc. and its affiliate, George’s, Inc. and its affiliate, Peterson Farms, Inc. and Simmons Foods, Inc. The State of Oklahoma claims that through the disposal of chicken litter the defendants have polluted the Illinois River Watershed. This watershed provides water to eastern Oklahoma. The complaint seeks injunctive relief and monetary damages, but the claim for monetary damages has been dismissed by the court. Cal-Maine Foods, Inc. discontinued operations in the watershed. Accordingly, we do not anticipate that Cal-Maine Foods, Inc. will be materially affected by the request for injunctive relief unless the court orders substantial affirmative remediation. Since the litigation began, Cal-Maine Foods, Inc. purchased 100% of the membership interests of Benton County Foods, LLC, which is an ongoing commercial shell egg operation within the Illinois River Watershed. Benton County Foods, LLC is not a defendant in the litigation.

The trial in the case began in September 2009 and concluded in February 2010. The case was tried to the court 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.

Egg Antitrust Litigation

Since September 25, 2008, the Company has been named as one of several defendants in numerous antitrust cases involving the United States shell egg industry.  In some of these cases, the named plaintiffs allege that they purchased eggs or egg products directly from a defendant and have sued on behalf of themselves and a putative class of others who claim to be similarly situated.  In other cases, the named plaintiffs allege that they purchased shell eggs and egg products directly from one or more of the defendants but sue only for their own alleged damages and not on behalf of a putative class.  In the remaining cases, the named plaintiffs are individuals or companies who allege that they purchased shell eggs indirectly from one or more of the defendants - that is, they purchased from retailers that had previously purchased from defendants or other parties – and have sued on behalf of themselves and a putative class of others who claim to be similarly situated.

The Judicial Panel on Multidistrict Litigation consolidated all of the putative class actions (as well as certain other cases in which the Company was not a named defendant) for pretrial proceedings in the United States District Court for the Eastern District of Pennsylvania. The Pennsylvania court has organized the putative class actions around two groups (direct purchasers and indirect purchasers) and has named interim lead counsel for the named plaintiffs in each group.

The Direct Purchaser Putative Class Action. The direct purchaser putative class cases were consolidated into In re: Processed Egg Products Antitrust Litigation, No. 2:08-md-02002-GP, in the United States District Court for the Eastern District of Pennsylvania.  On November 25, 2014, after approving the parties’ settlement of the case, the Court entered final judgment dismissing all claims against the Company with prejudice and dismissing the Company from this direct purchaser class action.  On

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January 23, 2015, direct action plaintiffs Kraft Foods Global, Inc., General Mills, Inc., Nestle USA, Inc., and The Kellogg Company filed a motion either to exclude themselves from the settlement between the direct purchaser plaintiffs and the Company or to enlarge their time to opt-out of the settlement between the direct purchaser plaintiffs and the Company and modify the final judgment entered on November 25, 2014.  On February 13, 2015, the Company filed its response in opposition.  On July 1, 2015, the Court held an evidentiary hearing on this motion.  The Court has not ruled on this motion.

The Indirect Purchaser Putative Class Action.  The indirect purchaser putative class cases were consolidated into In re: Processed Egg Products Antitrust Litigation, No. 2:08-md-02002-GP, in the United States District Court for the Eastern District of Pennsylvania.  The court granted with prejudice the defendants’ renewed motion to dismiss damages claims arising outside the limitations period applicable to most causes of action.  On April 20-21, 2015, the Court held an evidentiary hearing on the indirect purchaser plaintiffs’ motion for class certification.  The Court has not ruled on that motion.  On July 2, 2015, the Company filed and joined several motions for summary judgment that sought either dismissal of the entire case or, in the alternative, dismissal of portions of the case.  On July 2, 2015, the indirect purchaser plaintiffs filed motions for summary judgment seeking dismissal of certain affirmative defenses based on statutory immunities from federal and state antitrust laws.  Briefing on the parties’ respective motions for summary judgment will continue over the next two months, and the Court has not indicated when it will rule on these motions.

The Non-Class Cases. Six of the cases in which plaintiffs do not seek to certify a class have been consolidated with the putative class actions into In re: Processed Egg Products Antitrust Litigation,  No. 2:08-md-02002-GP, in the United States District Court for the Eastern District of Pennsylvania.  The court granted with prejudice the defendants’ renewed motion to dismiss the non-class plaintiffs’ claims for damages arising before September 24, 2004.  The parties have completed nearly all fact discovery related to these cases.  On July 2, 2015, the Company filed and joined several motions for summary judgment that sought either dismissal of all of the claims in all of these cases or, in the alternative, dismissal of portions of these cases.  On July 2, 2015, the non-class plaintiffs filed a motion for summary judgment seeking dismissal of certain affirmative defenses based on statutory immunities from federal antitrust law.  Briefing on the parties’ respective motions for summary judgment will continue over the next two months, and the Court has not indicated when it will rule on these motions.

Allegations in Each Case. In all of the cases described above, the plaintiffs allege that the Company and certain other large domestic egg producers conspired to reduce the domestic supply of eggs in a concerted effort to raise the price of eggs to artificially high levels.  In each case, plaintiffs allege that all defendants agreed to reduce the domestic supply of eggs by: (a) agreeing to limit production; (b) manipulating egg exports; and (c) implementing industry-wide animal welfare guidelines that reduced the number of hens and eggs.

The named plaintiffs in the remaining indirect purchaser putative class action seek treble damages and injunctive relief on behalf of themselves and all other putative class members in the United States.  Although plaintiffs allege a class period starting on January 1, 2000 and running “through the present,” the Court ruled that the plaintiffs cannot recover damages allegedly incurred outside the state-specific statute of limitations period applicable to most causes of action asserted, with the precise damages period determined on a state-by-state and claim-by-claim basis.  The indirect purchaser putative class action seeks injunctive relief under the Sherman Act and damages under certain statutes and the common-law of various states.

Five of the original six non-class cases remain pending against the Company.  In four of the remaining non-class cases, the plaintiffs seek damages and injunctive relief under the Sherman Act.  In the other remaining non-class case, the plaintiff seeks damages and injunctive relief under the Sherman Act and the Ohio antitrust act (known as the Valentine Act).

The Pennsylvania court has entered a series of orders related to case management, discovery, class certification, and scheduling.  The Pennsylvania court has not set a trial date for any of the Company’s remaining consolidated cases (non-class and indirect purchaser cases).

The Company intends to continue to defend the remaining cases as vigorously as possible based on defenses which the Company believes are meritorious and provable.  While management believes that the likelihood of a material adverse outcome in the overall egg antitrust litigation has been significantly reduced as a result of the settlements described above, there is still a reasonable possibility of a material adverse outcome in the remaining egg antitrust litigation.  At the present time, however, it is not possible to estimate the amount of monetary exposure, if any, to the Company because of these cases.  Accordingly, adjustments, if any, which might result from the resolution of these remaining legal matters, have not been reflected in the financial statements.

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Florida Civil Investigative Demand


On November 4, 2008, the Company received an antitrust civil investigative demand from the Attorney General of the State of Florida. The demand seeks production of documents and responses to interrogatories relating to the production and sale of eggs and egg products. The Company is cooperating with this investigation and has, on three occasions, entered into an agreement with the State of Florida tolling the statute of limitations applicable to any supposed claims the State is investigating. No allegations of wrongdoing have been made against the Company in this matter.

Environmental Information Request

In July 2011, the Company received an information request from the United States Environmental Protection Agency (“EPA”) pursuant to Section 308 of the Clean Water Act (“Act”). The Request stated that the information was sought by the EPA to investigate compliance with the Act and requested information pertaining to facilities involved in animal feeding operations, which are owned or operated by the Company or its affiliates.  The Company timely responded to the Request by providing information on each of the subject facilities.  The EPA subsequently sent a notice of noncompliance to the Company dated March 29, 2012 related only to the Company’s Edwards, Mississippi facility. The Company previously announced a settlement with the EPA and the Mississippi Department of Environmental Quality related to the notice, and a Consent Decree memorializing the settlement was entered on June 30, 2015 in the United States of America and State of Mississippi, by and through the Mississippi Commission on Environmental Quality v. Cal-Maine Foods, Inc. Civil Action No. 3:15-cv-00278-HTW-LRA, in the U.S. District Court for the Southern District of Mississippi, Northern Division. The terms and conditions of the settlement related only to the Edwards, Mississippi facility and are not expected to have a material impact to the Company’s results of operations. Management believes the risk of material loss related to non-settled matters relating to the 2011 notice to be remote.

Miscellaneous


Other Matters

In addition to the above, the Company is involved in various other claims and litigation incidental to its business. Although the outcome of these matters cannot be determined with certainty, management, upon the advice of counsel, is of the opinion that the final outcome should not have a material effect on the Company’s consolidated results of operations or financial position.

At this time, it is not possible for us to predict the ultimate outcome of the matters set forth above.

14.


13.   Description of Rights and Privileges of Capital Stock—Capital Structure Consists of CommonStock

and Class A CommonStock


The Company has two classes of capital stock: Common Stock and Class A Common Stock. Holders of shares of the Company’s capital stock vote as a single class on all matters submitted to a vote of the stockholders, with each share of Common Stock entitled to one vote and each share of Class A Common Stock entitled to ten votes. The Common Stock and Class A Common Stock have equal liquidation rights and the same dividend rights.  In the case of any stock dividend, holders of Common Stock are entitled to receive the same percentage dividend (payable only in shares of Common Stock) as the holders of Class A Common Stock receive (payable only in shares of Class A Common Stock). Upon liquidation, dissolution, or winding-up of the Company, the holders of Common Stock are entitled to share ratably with the holders of Class A Common Stock in all assets available for distribution after payment in full of creditors. The Class A Common Stock may only be issued to Fred R. Adams, Jr., the Company’s Founder and Chairman Emeritus, and members of his immediate family, as defined.defined in the Company's articles of incorporation. In the event any share of Class A Common Stock, by operation of law or otherwise is, or shall be deemed to be owned by any person other than Mr. Adams or a member of his immediate family, the voting power of such stock will be reduced from ten votes per share to one vote per share. Also, shares of Class A Common Stock shall be automatically converted into Common Stock on a share per share basis in the event the beneficial or record ownership of any such share of Class A Common Stock is transferred to any person other than Mr. Adams or a member of his immediate family. Each share of Class A Common Stock is convertible, at the option of its holder, into one share of Common Stock at any time. The holders of Common Stock and Class A Common Stock are not entitled to preemptive or subscription rights. In any merger, consolidation or business combination, the consideration to be received per share by holders of Common Stock must be identical to that received by holders of Class A Common Stock, except that if any such transaction in which shares of Capital Stock are distributed, such shares may differ as to voting rights to the extent that voting rights now differ among the classes of capital stock. No class of capital stock may be combined or subdivided unless the other classes of capital stock are combined or subdivided in the same proportion. No dividend may be declared and paid on Class A Common Stock unless the dividend is payable only to the holders of Class A Common Stock and a dividend payable to Common Stock is declared and paid concur

to Common Stock concurrently.


On July 25, 2014, the Board of Directors approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to authorize an additional 60,000,000 shares of common stock and an additional 2,400,000 shares of Class A common

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stock.  The primary purpose of the amendment was to provide a sufficient number of authorized shares in order to effect a 2-for-1 stock split of the Company’s common stock and Class A common stock.  The amendment was approved by the Company’s stockholders at the Company’s annual meeting on October 3, 2014 and the Board of Directors approved the 2-for-1 stock split on the same day.  The new shares were distributed on October 31, 2014 to shareholders of record at the close of business on October 17, 2014. 



Unless otherwise noted, all prior period share and per share information contained in this report was adjusted to reflect the effect of the stock split.

15.


14.  Fair Value Measures


The Company is required to categorize both financial and nonfinancial assets and liabilities based on the following fair value hierarchy.  The fair value of an asset is the price at which the asset could be sold in an orderly transaction between unrelated, knowledgeable, and willing parties able to engage in the transaction. A liability’s fair value is defined as the amount that would be paid to transfer the liability to a new obligor in a transaction between such parties, not the amount that would be paid to settle the liability with the creditor.

·

Level 1 - Quoted prices in active markets for identical assets or liabilities.

·

Level 2 - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly.


·

Level 3 - Unobservable inputs for the asset or liability supported by little or no market activity and are significant to the fair value of theLevel 1 - Quoted prices in active markets for identical assets or liabilities.

Level 2 - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly.
Level 3 - Unobservable inputs for the asset or liability supported by little or no market activity and are significant to the fair value of the assets or liabilities.
The disclosure of fair value of certain financial assets and liabilities recorded at cost are as follows:

Cash and cash equivalents, accounts receivable, and accounts payable: The carrying amount approximates fair value due to the short maturity of these instruments.

Long-term debt: The carrying value of the Company’s long-term debt is at its stated value. We have not elected to carry our long-term debt at fair value. Fair values for debt are based on quoted market prices or published forward interest rate curves, which are level 2 inputs. Estimated fair values are management’s estimates, which is a level 3 input; however, when there is no readily available market data, the estimated fair values may not represent the amounts that could be realized in a current transaction, and the fair values could change significantly. The fair value of the Company’s debt is sensitive to changes in the general level of U.S. interest rates.  The Company maintains all of its debt as fixed rate in nature to mitigate the impact of fluctuations in interest rates.  Under its current policies, the Company does not use interest rate derivative instruments to manage its exposure to interest rate changes.  A one percent (1%) adverse move (i.e. decrease) in interest rates would adversely affect the net fair value of the Company’s debt by $1.0 million$144,000 at May 30, 2015.June 3, 2017.  The fair value and carrying value of the Company’s long-term debt were as follows (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

May 30, 2015

 

May 31, 2014

 

Carrying Value

 

Fair Value

 

Carrying Value

 

Fair Value

2.00 – 6.80% Notes payable

$

44,549 

 

$

45,158 

 

$

52,676 

 

$

53,387 

Series A Senior Secured Notes at 5.45%

 

6,311 

 

 

6,312 

 

 

8,417 

 

 

8,396 

 

$

50,860 

 

$

51,470 

 

$

61,093 

 

$

61,783 
໿

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  June 3, 2017 May 28, 2016
  Carrying Value Fair Value Carrying Value Fair Value
5.40 – 6.40% Notes payable $9,250
 $9,295
 $25,570
 $25,824
Long-term leases 1,689
 1,520
 —
 —
  $10,939
 $10,815
 $25,570
 $25,824

Assets and Liabilities Measured at Fair Value on a Recurring Basis


In accordance with the fair value hierarchy described above, the following table shows the fair value of our financial assets and liabilities that are required to be measured at fair value on a recurring basis as of May 30, 2015June 3, 2017 and May 31, 201428, 2016 (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   

 

May 30, 2015

   

 

Quoted Prices

 

 

 

 

 

 

   

 

in Active

 

Significant

 

 

 

 

   

 

Markets for

 

Other

 

Significant

 

 

   

 

Identical

 

Observable

 

Unobservable

 

 

   

 

Instruments

 

Inputs

 

Inputs

 

Total

 

 

(Level 1)

 

(Level 2)

 

(Level 3)

 

Balance

Assets

 

 

 

 

 

 

 

 

 

 

 

 

US government and agency obligations

 

$

 -

 

$

9,630 

 

$

 -

 

$

9,630 

Municipal bonds

 

 

 -

 

 

76,311 

 

 

 -

 

 

76,311 

Certificates of deposit

 

 

 -

 

 

2,002 

 

 

 -

 

 

2,002 

Commercial paper

 

 

 -

 

 

7,496 

 

 

 -

 

 

7,496 

Corporate bonds

 

 

 -

 

 

136,364 

 

 

 -

 

 

136,364 

Foreign government obligations

 

 

 -

 

 

1,045 

 

 

 -

 

 

1,045 

Asset backed securities

 

 

 -

 

 

14,352 

 

 

 -

 

 

14,352 

Mutual Funds

 

 

4,508 

 

 

 -

 

 

 -

 

 

4,508 

Commodity contracts

 

 

 -

 

 

82 

 

 

 -

 

 

82 

Total assets measured at fair value

 

$

4,508 

 

$ 

247,282 

 

$

 -

 

$  

251,790 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

Contingent consideration

 

 

 -

 

 

 -

 

 

1,024 

 

 

1,024 

Total liabilities measured at fair value

 

$

 -

 

$

 -

 

$

1,024 

 

$

1,024 
໿

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   

 

May 31, 2014

   

 

Quoted Prices

 

 

 

 

 

 

   

 

in Active

 

Significant

 

 

 

 

   

 

Markets for

 

Other

 

Significant

 

 

   

 

Identical

 

Observable

 

Unobservable

 

 

   

 

Instruments

 

Inputs

 

Inputs

 

Total

 

 

(Level 1)

 

(Level 2)

 

(Level 3)

 

Balance

Assets

 

 

 

 

 

 

 

 

 

 

 

 

US government and agency obligations

 

$

 -

 

$

8,859 

 

$

 -

 

$

8,859 

Municipal bonds

 

 

 -

 

 

71,834 

 

 

 -

 

 

71,834 

Certificates of deposit

 

 

 -

 

 

351 

 

 

 -

 

 

351 

Commercial paper

 

 

 -

 

 

3,930 

 

 

 -

 

 

3,930 

Corporate bonds

 

 

 -

 

 

102,685 

 

 

 -

 

 

102,685 

Foreign government obligations

 

 

 -

 

 

1,066 

 

 

 -

 

 

1,066 

Variable rate demand notes

 

 

 -

 

 

2,000 

 

 

 -

 

 

2,000 

Mutual Funds

 

 

5,464 

 

 

 -

 

 

 -

 

 

5,464 

Commodity contracts

 

 

 -

 

 

1,255 

 

 

 -

 

 

1,255 

Total assets measured at fair value

 

$

5,464 

 

$ 

191,980 

 

$

 -

 

$  

197,444 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

Contingent consideration

 

 

 -

 

 

 -

 

 

2,985 

 

 

2,985 

Total liabilities measured at fair value

 

$

 -

 

$

 -

 

$

2,985 

 

$

2,985 

  June 3, 2017
  Quoted Prices      
  in Active Significant    
  Markets for Other Significant  
  Identical Observable Unobservable  
  Instruments Inputs Inputs Total
  (Level 1) (Level 2) (Level 3) Balance
Assets  
  
  
  
US government and agency obligations $—
 $20,216
 $—
 $20,216
Municipal bonds —
 36,873
 —
 36,873
Corporate bonds —
 75,790
 —
 75,790
Asset backed securities —
 5,583
 —
 5,583
Mutual funds 2,459
 —
 —
 2,459
Total assets measured at fair value $2,459
 $138,462
 $—
 $140,921

  May 28, 2016
  Quoted Prices      
  in Active Significant    
  Markets for Other Significant  
  Identical Observable Unobservable  
  Instruments Inputs Inputs Total
  (Level 1) (Level 2) (Level 3) Balance
Assets  
  
  
  
US government and agency obligations $—
 $18,814
 $—
 $18,814
Municipal bonds —
 79,643
 —
 79,643
Corporate bonds —
 240,537
 —
 240,537
Foreign government obligations —
 2,046
 —
 2,046
Asset backed securities —
 15,893
 —
 15,893
Mutual funds 5,503
 —
 —
 5,503
Total assets measured at fair value $5,503
 $356,933
 $—
 $362,436

Our investment securities – available-for-sale classified as level 2 consist of certificates of deposit, time deposits, U.S. government and agency obligations, taxable and tax exempt municipal bonds, zero coupon municipal bonds, asset-backed securities, foreign government obligations, and corporate bonds with maturities of three months or longer when purchased. We classified these securities as current, because amounts invested are available for current operations. Observable inputs for these securities are yields, credit risks, default rates, and volatility.

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The Company applies fair value accounting guidance to measure non-financial assets and liabilities associated with business acquisitions. These assets and liabilities are measured at fair value for the initial purchase price allocation and are subject to recurring revaluations. The fair value of non-financial assets acquired is determined internally.  Our internal valuation methodology for non-financial assets takes into account the remaining estimated life of the assets acquired and what management believes is the market value for those assets. Liabilities for contingent consideration (earn-outs) take into account commodity prices based on published forward commodity price curves, projected future egg prices as of the date of the estimate, and projected future cash flows expected to be received as a result of business acquisitions (Refer to Note 2 – Acquisitions).


15.  Investment Given the unobservable nature of these inputs, they are deemed to be Level 3Securitiesfair value measurements.  During fiscal 2015 we recognized a $239,000 loss resulting from the increase in fair value of the contingent consideration. In fiscal 2014 we recognized a $4.4 million loss.  Both the losses were recognized in earnings as an increase of selling, general, and administrative expenses.  Changes in the fair value of contingent consideration obligations for fiscal 2015 were as follows (in thousands):

Year ended

May 30, 2015

Balance at beginning of year

$


2,985 

(Gains)/Losses recognized in earnings

239 

Payments

(2,200)

Balance at end of year

$

1,024 

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16.   Investment Securities

Investment securities consisted of the following (in thousands):

 

 

 

 

 

 

 

 

 

 

 

May 30, 2015

 

 

Gains in

Losses in

 

 

 

Accumulated

Accumulated

Estimated

 

Amortized

Other

Other

Fair

 

Cost

Comprehensive

Comprehensive

Value

 

 

Income

Income

 

US government and agency obligations

$                9,609 

$                     21 

$                       - 

$                9,630 

Municipal bonds

76,225 
83 

 -

76,308 

Certificates of deposit

2,001 
1 

 -

2,002 

Commercial paper

7,491 
5 

 -

7,496 

Corporate bonds

136,411 

 -

47 
136,364 

Foreign government obligations

1,042 
3 

 -

1,045 

Asset backed securities

14,356 

 -

4 
14,352 

Mutual funds

2,761 
3 

 -

2,764 

Total current investment securities

$            249,896 

$                   116 

$                     51 

$            249,961 

 

 

 

 

 

Mutual funds

1,199 
548 

 -

1,747 

Total noncurrent investment securities

$                1,199 

$                   548 

$                       - 

$                1,747 

໿

 

 

 

 

 

 

 

 

 

 

 

May 31, 2014

 

 

Gains in

Losses in

 

 

 

Accumulated

Accumulated

Estimated

 

Amortized

Other

Other

Fair

 

Cost

Comprehensive

Comprehensive

Value

 

 

Income

Income

 

US government and agency obligations

$                8,847 

$                     12 

$                       - 

$                8,859 

Municipal bonds

71,659 
175 

 -

71,834 

Certificates of deposit

350 
1 

 -

351 

Commercial paper

3,927 
3 

 -

3,930 

Corporate bonds

102,587 
98 

 -

102,685 

Foreign government obligations

1,064 
2 

 -

1,066 

Variable rate demand notes

2,000 

 -

 -

2,000 

Mutual funds

4,000 
13 

 -

4,013 

Total current investment securities

$            194,434 

$                   304 

$                       - 

$            194,738 

 

 

 

 

 

Mutual funds

999 
452 

 -

1,451 

Total noncurrent investment securities

$                   999 

$                   452 

$                       - 

$                1,451 

  June 3, 2017
    Gains in Losses in  
    Accumulated Accumulated Estimated
  Amortized Other Other Fair
  Cost Comprehensive Comprehensive Value
    Income Income  
US government and agency obligations $20,259
 $—
 43
 $20,216
Municipal bonds 36,839
 34
 —
 36,873
Corporate bonds 75,769
 21
 —
 75,790
Asset backed securities 5,583
 —
 —
 5,583
Mutual funds —
 —
 —
 —
Total current investment securities $138,450
 $55
 $43
 $138,462
   
  
  
  
Mutual funds 1,706
 753
 —
 2,459
Total noncurrent investment securities $1,706
 $753
 —
 $2,459
໿
  May 28, 2016
    Gains in Losses in  
    Accumulated Accumulated Estimated
  Amortized Other Other Fair
  Cost Comprehensive Comprehensive Value
    Income Income  
US government and agency obligations $18,809
 $5
 —
 $18,814
Municipal bonds 79,481
 162
 —
 79,643
Corporate bonds 240,593
 —
 56
 240,537
Foreign government obligations 2,044
 2
 —
 2,046
Asset backed securities 15,908
 —
 15
 15,893
Mutual funds 3,565
 1
 —
 3,566
Total current investment securities $360,400
 $170
 $71
 $360,499
   
  
  
  
Mutual funds 1,448
 489
 —
 1,937
Total noncurrent investment securities $1,448
 $489
 —
 $1,937

Proceeds from the sales of available-for-sale securities were $146.8$251.7 million, $108.1$292.5 million, and $188.1$146.8 million during fiscal 2015, 2014,2017, 2016, and 2013,2015, respectively. Gross realized gains on those sales during fiscal2017,  2016,and 2015 2014,were $231,000, $131,000, and 2013 were $82,000, $8,000, and $24,000, respectively. Gross realized losses on those sales during fiscal 2015, 2017,  2016,  and2014 and 2013 were $7,000, $2,000,$110,000, and $676,000,$7,000, respectively. For purposes of determining gross realized gains and losses, the cost of securities sold is based on the specific identification method.

Unrealized holding gains and (losses), net of tax on available-for-sale securities classified as current in the amount of $(149,000), $149,000,taxes, for fiscal 2017, 2016, and $256,000 for the years ended May 30, 2015 May 31, 2014, and June 1, 2013, respectively, have been included in accumulated other comprehensive income (loss).  Unrealized holding gains net of tax on long term available-for-sale securities in the amount of $59,000 and $90,000 for the years ended May 30, 2015 and May 31, 2014 have been included in other comprehensive income (loss).

62

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Contractual maturities of investment securities at May 30, 2015, arewere as follows (in thousands):

Estimated Fair Value

Within one year       

$                  129,297

1-3 years


  June 3, 2017
 May 28, 2016
 May 30, 2015
Current Investments (54) 22
 (146)
Noncurrent Investments 164
 (31) 59
Total unrealized holding gains (losses) 110
 (9) (87)


117,900 

$                  247,197

Actual maturities may differ from contractual maturities because some borrowers have the right to call or prepay obligations with or without call or prepayment penalties.

  Contractual maturities of investment securities at June 3, 2017, are as follows (in thousands):

  Estimated Fair Value
Within one year        $82,331
1-3 years 56,131
  $138,462
໿

17.16.   Quarterly Financial Data:  (unaudited, amount in thousands, except per share data):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal Year 2015

 

 

First

 

Second

 

Third

 

Fourth

 

 

Quarter

 

Quarter

 

Quarter

 

Quarter

Net sales

$

356,944 

$

378,617 

$

437,556 

$

403,011 

Gross profit

 

81,101 

 

92,709 

 

112,517 

 

109,394 

Net income attributable to Cal-Maine Foods, Inc.

 

27,655 

 

36,603 

 

50,882 

 

46,114 

Net income per share:

 

 

 

 

 

 

 

 

Basic

$

0.57 

$

0.76 

$

1.06 

$

0.96 

Diluted

$

0.57 

$

0.76 

$

1.05 

$

0.95 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal Year 2014

 Fiscal Year 2017

 

First

 

Second

 

Third

 

Fourth

 First Second Third Fourth

 

Quarter

 

Quarter

 

Quarter

 

Quarter

 Quarter Quarter Quarter Quarter

Net sales

$

319,528 

$

354,275 

$

395,522 

$

371,582 		 $239,845
 $253,544
 $306,540
 $274,584

Gross profit

 

44,911 

 

74,667 

 

91,895 

 

91,291 		 (9,569) 3,948
 39,165
 12,006

Net income attributable to Cal-Maine Foods, Inc.

 

8,756 

 

26,106 

 

42,853 

 

31,492 

Net income per share:

 

 

 

 

 

 

 

 

Net income (loss) attributable to Cal-Maine Foods, Inc. (30,936) (23,010) 4,139
 (24,471)
Net income (loss) per share:  
  
  
  

Basic

$

0.18 

$

0.54 

$

0.89 

$

0.66 		 $(0.64) $(0.48) $0.09
 $(0.51)

Diluted

$

0.18 

$

0.54 

$

0.89 

$

0.65 		 $(0.64) $(0.48) $0.09
 $(0.51)

18. Derivative Financial Instruments


During the Company's fourth quarter of fiscal 2017, we decided to carry back fiscal 2017 net operating losses to recover taxes paid in fiscal 2015, which affects the comparability between quarters. The Company holds commodity futures contractsnet operating loss carryback resulted in a $4.1 million decrease in the formincome tax benefit, as the carryback reduced prior year taxable income and as a result reduced the benefit of call options, the costprior year domestic manufacturers deductions, a portion of which is paid for by customers, to protect against increaseswere therefore reversed in the pricefourth quarter of corn and soybean meal purchases required to support that portion of its shell egg production sold on a cost of production formula.  The contracts are generally for durations of less than six months.  The Company elected to mark the unrealized changes in derivative instrument fair value to market; however, the net realized cost of these contracts is paid by customers, so there is no net impact to the Company’s Consolidated Statement of Income.  The fair value of all derivative instruments outstanding is included as a component of “Prepaid Expenses and Other Current Assets” on the Consolidated Balance Sheets as follows (in thousands):

fiscal 2017.

 

 

 

 

Contracts outstanding at period end

Commodity

Units

Fair Value

Corn

3,410 

bushels

$
57 

Soybean meal

36 

tons

$
26 

63

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  Fiscal Year 2016
  First Second Third Fourth
  Quarter Quarter Quarter Quarter
Net sales $609,895
 $545,975
 $449,760
 $303,020
Gross profit 263,071
 211,597
 132,726
 40,680
Net income (loss) attributable to Cal-Maine Foods, Inc. 143,023
 109,230
 64,164
 (376)
Net income (loss) per share:  
  
  
  
Basic $2.97
 $2.27
 $1.33
 $(0.01)
Diluted $2.95
 $2.26
 $1.33
 $(0.01)

໿



SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

Years endedJune 3, 2017,May 28, 2016,andMay 30, 2015 May 31, 2014, and June 1, 2013

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at

 

Charged to

 

 

 

Balance at

 

 

Beginning of

 

Cost  and

 

Write-off

 

End of

Description

 

Period

 

Expense

 

of Accounts

 

Period

 

 

 

 

 

 

 

 

 

 

 

 

 

Year ended May 30, 2015

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for doubtful accounts

 

$

430 

 

$

432 

 

$

349 

 

$

513 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year ended May 31, 2014

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for doubtful accounts

 

$

771 

 

$

(323)

 

$

18 

 

$

430 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year ended June 1, 2013

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for doubtful accounts

 

$

589 

 

$

1,410 

 

$

1,228 

 

$

771 

໿

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Table of Contents

  Balance at Charged to   Balance at
  Beginning of Cost  and Write-off End of
Description Period Expense of Accounts Period
   
  
  
  
Year ended June 3, 2017  
  
  
  
Allowance for doubtful accounts $727
 $(176) $165
 $386
   
  
  
  
Year ended May 28, 2016  
  
  
  
Allowance for doubtful accounts $513
 $225
 $11
 $727
   
  
  
  
Year ended May 30, 2015  
  
  
  
Allowance for doubtful accounts $430
 $432
 $349
 $513

໿


ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

DISCLOSURE

None.

ITEM 9A.  CONTROLS ANDPROCEDURES


Disclosure Controls and Procedures


Our disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed by us in the reports we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms.  Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on an evaluation of our disclosure controls and procedures conducted by our Chief Executive Officer and Chief Financial Officer, together with other financial officers, such officers concluded that our disclosure controls and procedures were effective as of May 30, 2015June 3, 2017 at the reasonable assurance level.


Internal Control Over Financial Reporting

(a)Management’s Report on Internal Control Over Financial Reporting


(a)Management’s Report on Internal Control Over Financial Reporting

The following sets forth, in accordance with Section 404(a) of the Sarbanes-Oxley Act of 2002 and Item 308 of the Securities and Exchange Commission’s Regulation S-K, the report of management on our internal control over financial reporting.

1.


1.Our management is responsible for establishing and maintaining adequate internal control over financial reporting. “Internal control over financial reporting” is a process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer, together with other financial officers, and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and includes those policiesthat our receipts and procedures that:

expenditures are being made only in accordance with authorizations of our management and directors; and
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

·

2.

Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

·

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statementsOur management, in accordance with generally accepted accounting principles,Rule 13a-15(c) under the Exchange Act and with the participation of our Chief Executive Officer and Chief Financial Officer, together with other financial officers, evaluated the effectiveness of our internal control over financial reporting as of June 3, 2017.  The framework on which management’s evaluation of our internal control over financial reporting is based is the “Internal Control – Integrated Framework”published in 2013 by the Committee of Sponsoring Organizations (“COSO”) of the Treadway Commission.



3.Management has determined that our receipts and expenditures are being made only in accordance with authorizationsinternal control over financial reporting as of June 3, 2017 is effective. It is noted that internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives, but rather reasonable assurance of achieving such objectives.
4.The attestation report of FROST, PLLC on our internal control over financial reporting, which includes that firm’s opinion on the effectiveness of our management and directors; and

internal control over financial reporting, is set forth below.

·

(b)

Provide reasonable assurance regarding prevention or timely detection

AttestationReport of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Registrant’s Public Accounting Firm

2.Our management, in accordance with Rule 13a-15(c) under the Exchange Act and with the participation of our Chief Executive Officer and Chief Financial Officer, together with other financial officers, evaluated the effectiveness of our internal control over financial reporting as of May 30, 2015.  The framework on which management’s evaluation of our internal control over financial reporting is based is the “Internal Control – Integrated Framework”published in 2013 by the Committee of Sponsoring Organizations (“COSO”) of the Treadway Commission.

3.Management has determined that our internal control over financial reporting as of May 30, 2015 is effective. It is noted that internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives, but rather reasonable assurance of achieving such objectives.

4.The attestation report of FROST, PLLC on our internal control over financial reporting, which includes that firm’s opinion on the effectiveness of our internal control over financial reporting, is set forth below.

(b)AttestationReport of the Registrant’s Public Accounting Firm

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Table of Contents

Report of Independent Registered Public Accounting Firm

on Internal Control Over Financial Reporting


Board of Directors and Stockholders

Cal-Maine Foods, Inc. and Subsidiaries

Jackson, Mississippi


We have audited Cal-Maine Foods, Inc. and Subsidiaries’ internal control over financial reporting as of May 30, 2015,June 3, 2017, based on criteria established in 2013Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).  Cal-Maine Foods, Inc. and Subsidiaries’ management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting in Item 9A.  Our responsibility is to express an opinion on the entity’s internal control over financial reporting based on our audit.


We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.  Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.  Our audit also included performing such other procedures as we considered necessary in the circumstances.  We believe our audit provides a reasonable basis for our opinion.


An entity’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.  An entity’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the entity; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the entity are being made only in accordance with authorizations of management and directors of the entity; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the entity’s assets that could have a material effect on the consolidated financial statements.


Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.


In our opinion, Cal-Maine Foods, Inc. and Subsidiaries maintained, in all material respects, effective internal control over financial reporting as of May 30, 2015,June 3, 2017, based on criteria established in2013Internal Control-Integrated Frameworkissued by the COSO. 


We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets and the related consolidated statements of income,operations, comprehensive income (loss), stockholders’ equity and cash flows of Cal-Maine Foods, Inc. and Subsidiaries, and our report dated July 17, 2015,21, 2017, expressed an unqualified opinion.


/s/Frost, PLLC


Little Rock, Arkansas

July 17, 2015

21, 2017

66


(c)Changes in Internal Control Over Financial Reporting

Table of Contents


 (c)Changes in Internal Control Over Financial Reporting

In connection with its evaluation of the effectiveness, as of May 30, 2015,June 3, 2017, of our internal control over financial reporting, management determined that there was no change in our internal control over financial reporting that occurred during the fourth quarter ended May 30, 2015,June 3, 2017, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.


ITEM 9B. OTHER INFORMATION

Not applicable.


PART III

III.


ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE


Except as set forth below, the information concerning directors, executive officers and corporate governance is incorporated by reference from our definitive proxy statement which is to be filed pursuant to Regulation 14A under the Securities Exchange Act of 1934 in connection with our 20152017 Annual Meeting of Shareholders.


We have adopted a Code of Conduct and Ethics for Directors, Officers and Employees, including the chief executive and principal financial and accounting officers of the Company. We will provide a copy of the code free of charge to any person that requests a copy by writing to:


Cal-Maine Foods, Inc.

P.O. Box 2960

Jackson, Mississippi 39207

Attn.:  Investor Relations


Requests can be made by phone at (601) 948-6813


A copy is also available at our website www.calmainefoods.com.  We intend to disclose any amendments to, or waivers from, the Code of Conduct and Ethics for Directors, Officers and Employees on our website promptly following the date of any such amendment or waiver.  Information contained on our website is not a part of this report.


ITEM 11.  EXECUTIVE COMPENSATION


The information concerning executive compensation is incorporated by reference from our definitive proxy statement which is to be filed pursuant to Regulation 14A under the Securities Exchange Act of 1934 in connection with our 20152017 Annual Meeting of Shareholders.


ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS ANDMANAGEMENT AND RELATED STOCKHOLDER  MATTERS


The information concerning security ownership of certain beneficial owners and management and related stockholder matters is incorporated by reference from our definitive proxy statement which is to be filed pursuant to Regulation 14A under the Securities Exchange Act of 1934 in connection with our 20152017 Annual Meeting of Shareholders.


ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTORINDEPENDENCE


The information concerning certain relationships and related transactions, and director independence is incorporated by reference from our definitive proxy statement which is to be filed pursuant to Regulation 14A under the Securities Exchange Act of 1934 in connection with our 20152017 Annual Meeting of Shareholders.

67


Table of Contents

ITEM 14.  PRINCIPAL ACCOUNTING FEES AND SERVICES


The information concerning principal accounting fees and services is incorporated by reference from our definitive proxy statement which is to be filed pursuant to Regulation 14A under the Securities Exchange Act of 1934 in connection with our 20152017 Annual Meeting of Shareholders.

68


Table of Contents

PART IV

IV.

ITEM 15.EXHIBITS, FINANCIAL STATEMENT SCHEDULES 


(a)(1)Financial Statements


The following consolidated financial statements and notes thereto of Cal-Maine Foods, Inc. and subsidiaries are included in Item 8 and are filed herewith:

   ReportsReport of Independent Registered Public Accounting Firms.

35

43

   Consolidated Balance Sheets – May 30, 2015June 3, 2017 and May 31, 2014.28, 2016

36

44

Consolidated Statements of IncomeOperations – Fiscal Years Ended June 3, 2017, May 28, 2016, and May 30, 2015 May 31, 2014, and June 1, 2013.

37

45

Consolidated Statements of Comprehensive Income (Loss) – Fiscal Years Ended

June 3, 2017, May 28, 2016, and May 30, 2015  May 31, 2014, and June 1, 2013.

38

46

Consolidated Statements of Changes in Stockholders' Equity for the Fiscal Years Ended

June 3, 2017, May 28, 2016, and May 30, 2015  May 31, 2014, and June 1, 2013.

39

47

Consolidated Statements of Cash Flows for the Fiscal Years Ended June 3, 2017, May 28, 2016,  and May 30, 2015  May 31, 2014, and June 1, 2013.

40

48

   Notes to Consolidated Financial Statements

4941 - -63

71

(a)(a)(2) Financial Statement Schedule

  Schedule II – Valuation and Qualifying Accounts

64

72


All other schedules are omitted either because they are not applicable or required, or because the required information is included in the financial statements or notes thereto.


(a)(3)Exhibits Required by Item 601 of Regulation S-K


See Part (b) of this Item 15.

(b)     Exhibits Required by Item 601 of Regulation S-K


(b)Exhibits Required by Item 601 of Regulation S-K


The following exhibits are filed herewith or incorporated by reference:

69

Table of Contents

Exhibit Number

Exhibit

3.1

Composite Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 in the Registrant’s Form 10-Q for the quarter ended November 29, 2014, filed December 29, 2014).

3.2

Composite Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 in the Registrant’s Form 10-Q for the quarter ended March 2, 2013, filed April 5, 2013).

10.1*

Wage Continuation Plan, dated as of July 1, 1986, between Jack Self and the Registrant, as amended on September 2, 1994 (incorporated by reference to Exhibit 10.7 in the Registrant’s Form S-1 Registration Statement No. 333-14809, filed October 25, 1996).

10.2*

Wage Continuation Plan, dated as of April 15, 1988, between Joe Wyatt and the Registrant (incorporated by reference to Exhibit 10.8 in the Registrant’s Form S-1 Registration Statement No. 333-14809, filed October 25, 1996).

10.3*

10.2*

Redemption Agreement, dated March 7, 1994, between the Registrant and Fred R. Adams, Jr. (incorporated by reference to Exhibit 10.9 in the Registrant’s Form S-1 Registration Statement No. 333-14809, filed October 25, 1996).

10.4*

Wage Continuation Plan, dated as of January 14, 1999, among Stephen Storm, Charles F. Collins, Bob Scott and the Registrant (incorporated by reference to Exhibit 10.11 in the Registrant’s Form 10-K for fiscal year ended May 29, 1999, filed August 25, 1999).

10.5*

2005 Incentive Stock Option Plan (incorporated by reference to Appendix B to the Registrant’s Proxy Statement for the Annual Meeting held October 13, 2005, filed September 9, 2005).

10.6*

2005 Stock Appreciation Rights Plan (incorporated by reference to Appendix C to the Registrant’s Proxy Statement for the Annual Meeting held October 13, 2005, filed September 9, 2005).

10.7*

Deferred Compensation Plan, dated December 28, 2006 (incorporated by reference to Exhibit 10.15 in the Registrant’s Form 8-K, filed January 4, 2007).

10.8  

10.3

Loan Agreement, dated as of November 13, 2006, between Metropolitan Life Insurance Company and the Registrant (incorporated by reference to Exhibit 10.15 in the Registrant’s Form 10-Q for the quarter ended December 2, 2006, filed January 9, 2007).

10.9   

Loan Agreement, dated as of November 12, 2009, between the Registrant and Metropolitan Life Insurance Company (incorporated by reference to Exhibit 10.3(e) in the Registrant’s Form 8-K, filed November 17, 2009).

10.10*

10.4*

Cal-Maine Foods, Inc. KSOP, as amended and restated, effective April 1, 2012 (incorporated by reference to Exhibit 4.4 in the Registrant’s Form S-8, filed March 30, 2012).

10.11*

10.5*

Cal-Maine Foods, Inc. KSOP Trust, as amended and restated, effective April 1, 2012 (incorporated by reference to Exhibit 4.5 in the Registrant’s Form S-8, filed March 30, 2012).

10.12*

10.6*

2012 Omnibus Long-Term Incentive Plan (incorporated by reference to Appendix B to the Registrant’s Proxy Statement for the Annual Meeting held October 5, 2012, filed September 6, 2012).

10.13*

10.7*

Form of Restricted Stock Agreement for 2012 Omnibus Long-Term Incentive Plan

(incorporated by reference to Exhibit 10.13 in the Registrant’s Form 10-K  for the year ended May 31, 2014, filed July 28, 2014).

21**

Subsidiaries of the Registrant

23.1**

Consent of FROST, PLLC

31.1**

Rule 13a-14(a) Certification of Chief Executive Officer

31.2** 

Rule 13a-14(a) Certification of Chief Financial Officer

32***

Section 1350 Certifications of the Chief Executive Officer and the Chief Financial Officer

99.1

Press release dated July 20, 201524, 2017 announcing interim and annual financial information (incorporated by reference to Exhibit 99.1 in the Company’s Form 8-K, filed July 20, 2015)24, 2017).

101.INS***+

XBRL Instance Document Exhibit

101.SCH***+

XBRL Taxonomy Extension Schema Document Exhibit

101.CAL***+

XBRL Taxonomy Extension Calculation Linkbase Document Exhibit

101.DEF***+

XBRL Taxonomy Extension Definition Linkbase Document Exhibit

101.LAB***+

XBRL Taxonomy Extension Label Linkbase Document Exhibit

101.PRE***+

XBRL Taxonomy Extension Presentation Linkbase Document

*Management contract or compensatory plan or arrangement

**Filed herewith as an Exhibit

***Furnished herewith as an Exhibit

+Submitted electronically with this Annual Report on Form 10-K


*Management contract or compensatory plan or arrangement
**Filed herewith as an Exhibit
***Furnished herewith as an Exhibit
†Submitted electronically with this Annual Report on Form 10-K

The Company has not filed instruments with respect to long-term debt where the total amount of securities authorized thereunder does not exceed ten percent of the total assets of the Company and its subsidiaries on a consolidated basis.  The Company agrees to furnish to the Securities and Exchange Commission, upon request, copies of any such instrument.

70


(c)Financial Statement Schedules Required by Regulation S-X

Table of Contents


(c)Financial Statement Schedules Required by Regulation S-X

The financial statement schedule required by Regulation S-X is filed at page 78.73. All other schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and therefore have been omitted.

71


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SIGNATURES

SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in Jackson, Mississippi, on this  20thday of July 2015.

Mississippi.


CAL-MAINE FOODS, INC.


/s/ Adolphus B. Baker

Adolphus B. Baker

President, Chief Executive Officer and Chairman of the Board

Date:July 21, 2017


Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

Signature

Title

Date

Signature

Title

Date

/s/  Adolphus B. Baker

President, Chief Executive

July 20, 2015

21, 2017

Adolphus B. Baker

Officer and Chairman of the Board

(Principal Executive Officer)

/s/  Timothy A. Dawson

Vice President, Chief Financial

July 20, 2015

21, 2017

Timothy A. Dawson

Officer and Director

(Principal Financial Officer)

/s/  Michael D. Castleberry

Vice President, Controller

July 20, 2015

21, 2017

Michael D. Castleberry

(Principal Accounting Officer)

/s/  Sherman Miller

Vice President, Chief Operating

July 20, 2015

21, 2017

Sherman Miller

Officer and Director

/s/  Letitia C. Hughes

Director

July 20, 2015

21, 2017

Letitia C. Hughes

/s/  James E. Poole

Director

July 20, 2015

21, 2017

James E. Poole

/s/  Steve W. Sanders

Director

July 20, 2015

21, 2017

Steve W. Sanders

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