Document_And_Entity_Informatio
Document And Entity Information (USD $) | 12 Months Ended | |||
31-May-14 | Nov. 29, 2013 | Jul. 25, 2014 | Jul. 25, 2014 | |
Common Stock [Member] | Class A Common Stock [Member] | |||
Document Type | '10-K | ' | ' | ' |
Amendment Flag | 'false | ' | ' | ' |
Document Period End Date | 31-May-14 | ' | ' | ' |
Document Fiscal Year Focus | '2014 | ' | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' | ' |
Entity Registrant Name | 'CAL-MAINE FOODS INC | ' | ' | ' |
Entity Central Index Key | '0000016160 | ' | ' | ' |
Current Fiscal Year End Date | '--05-31 | ' | ' | ' |
Entity Filer Category | 'Large Accelerated Filer | ' | ' | ' |
Entity Common Stock, Shares Outstanding | ' | ' | 21,790,827 | 2,400,000 |
Entity Public Float | ' | $825,325,152 | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' | ' |
Entity Voluntary Filers | 'No | ' | ' | ' |
Entity Well-known Seasoned Issuer | 'Yes | ' | ' | ' |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | 31-May-14 | Jun. 01, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $14,521 | $24,984 |
Investment securities available-for-sale | 194,738 | 157,904 |
Trade receivables, less allowance for doubtful accounts of $430 in 2014 and $771 in 2013 | 82,978 | 79,352 |
Other | 4,538 | 3,234 |
Total receivables | 87,516 | 82,586 |
Inventories | 146,117 | 147,993 |
Prepaid expenses and other current assets | 2,501 | 1,414 |
Total current assets | 445,393 | 414,881 |
Other investments | 6,786 | 20,413 |
Notes receivable - noncurrent | 211 | 565 |
Goodwill | 29,196 | 24,417 |
Other intangible assets | 10,423 | 12,326 |
Other long-lived assets | 4,717 | 7,017 |
Total other assets | 51,333 | 64,738 |
Property, plant and equipment, net | 314,935 | 266,008 |
Total assets | 811,661 | 745,627 |
Current liabilities: | ' | ' |
Trade accounts payable | 38,974 | 47,234 |
Accrued dividends payable | 10,497 | ' |
Accrued wages and benefits | 15,205 | 14,407 |
Accrued income taxes payable | 2,983 | 359 |
Accrued expenses and other liabilities | 12,775 | 9,827 |
Accrued legal settlement expense (see Note 14) | ' | 28,000 |
Current maturities of long-term debt | 10,216 | 10,373 |
Deferred income taxes | 30,451 | 19,995 |
Total current liabilities | 121,101 | 130,195 |
Long-term debt, less current maturities | 50,877 | 54,647 |
Other noncurrent liabilities | 4,436 | 4,322 |
Deferred income taxes | 40,502 | 38,419 |
Total liabilities | 216,916 | 227,583 |
Commitments and Contingencies - See Note 8, 9, and 14 | ' | ' |
Stockholders' equity: | ' | ' |
Paid-in capital | 40,476 | 39,052 |
Retained earnings | 572,874 | 498,711 |
Accumulated other comprehensive income, net of tax | 561 | 166 |
Common stock in treasury at cost - 13,350 shares in 2014 and 13,432 in 2013 | -20,453 | -20,572 |
Total Cal-Maine Foods, Inc. stockholders' equity | 593,833 | 517,732 |
Noncontrolling interest in consolidated entities | 912 | 312 |
Total stockholders' equity | 594,745 | 518,044 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 811,661 | 745,627 |
Common Stock [Member] | ' | ' |
Stockholders' equity: | ' | ' |
Common stock | 351 | 351 |
Total stockholders' equity | 351 | 351 |
Class A Common Stock [Member] | ' | ' |
Stockholders' equity: | ' | ' |
Common stock | 24 | 24 |
Total stockholders' equity | $24 | $24 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | 31-May-14 | Jun. 01, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Allowance for doubtful accounts | $430 | $771 |
Treasury stock, shares | 13,350,000 | 13,432,000 |
Common Stock [Member] | ' | ' |
Common stock, par value per share | $0.01 | $0.01 |
Common stock, authorized shares | 60,000,000 | 60,000,000 |
Common stock, issued | 35,130,000 | 35,130,000 |
Common stock, shares outstanding | 21,781,000 | 21,698,000 |
Class A Common Stock [Member] | ' | ' |
Common stock, par value per share | $0.01 | $0.01 |
Common stock, authorized shares | 2,400,000 | 2,400,000 |
Common stock, issued | 2,400,000 | 2,400,000 |
Common stock, shares outstanding | 2,400,000 | 2,400,000 |
Consolidated_Statements_Of_Inc
Consolidated Statements Of Income (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | 31-May-14 | Jun. 01, 2013 | Jun. 02, 2012 |
Consolidated Statements Of Income [Abstract] | ' | ' | ' |
Net sales | $1,440,907 | $1,288,104 | $1,113,116 |
Cost of sales | 1,138,143 | 1,073,555 | 911,334 |
Gross profit | 302,764 | 214,549 | 201,782 |
Selling, general and administrative expense | 156,712 | 126,956 | 113,130 |
Legal settlement expense (see Note 14) | ' | 28,000 | ' |
Operating income | 146,052 | 59,593 | 88,652 |
Other income (expense): | ' | ' | ' |
Interest expense | -3,755 | -4,488 | -5,047 |
Interest income | 1,099 | 582 | 1,289 |
Distribution from Egglandbs BestTM (see Note 3 and 19) | ' | ' | 38,343 |
Patronage dividends | 6,139 | 14,300 | 6,607 |
Equity in income of affiliates | 3,512 | 3,480 | 7,495 |
Other, net | 8,795 | 2,101 | 1,738 |
Nonoperating income (expense), total | 15,790 | 15,975 | 50,425 |
Income before income taxes and noncontrolling interest | 161,842 | 75,568 | 139,077 |
Income tax expense | 52,035 | 24,807 | 49,110 |
Net income including noncontrolling interest | 109,807 | 50,761 | 89,967 |
Less: Net income attributable to noncontrolling interest | 600 | 338 | 232 |
Net income attributable to Cal-Maine Foods, Inc. | $109,207 | $50,423 | $89,735 |
Net income per share: | ' | ' | ' |
Basic | $4.54 | $2.10 | $3.76 |
Diluted | $4.52 | $2.10 | $3.75 |
Weighted average shares outstanding: | ' | ' | ' |
Basic | 24,047 | 23,983 | 23,875 |
Diluted | 24,148 | 24,044 | 23,942 |
Consolidated_Statements_Of_Com
Consolidated Statements Of Comprehensive Income (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | 31-May-14 | Jun. 01, 2013 | Jun. 02, 2012 |
Consolidated Statements Of Comprehensive Income [Abstract] | ' | ' | ' |
Net income including noncontrolling interests | $109,807 | $50,761 | $89,967 |
Other comprehensive income, before tax: | ' | ' | ' |
Unrealized holding gain on available-for-sale securities, net of reclassification adjustments | 392 | 724 | 157 |
(Increase) decrease in accumulated postretirement benefits obligation, net of reclassification adjustments | 255 | -89 | ' |
Other comprehensive income, before tax | 647 | 635 | 157 |
Income tax expense related to items of other comprehensive income (loss) | 252 | 247 | 59 |
Other comprehensive income, net of tax | 395 | 388 | 98 |
Comprehensive income | 110,202 | 51,149 | 90,065 |
Less: comprehensive income attributable to the noncontrolling interest | 600 | 338 | 232 |
Comprehensive income attributable to Cal-Maine Foods, Inc. | $109,602 | $50,811 | $89,833 |
Consolidated_Statements_of_Sto
Consolidated Statements of Stockholders' Equity (USD $) | Common Stock [Member] | Class A Common Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Treasury Amount [Member] | Paid In Capital [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Loss [Member] | Noncontrolling Interests [Member] | Total |
In Thousands, except Share data | Treasury Amount [Member] | Paid In Capital [Member] | ||||||||
Balance at May. 28, 2011 | $351 | $24 | ' | ' | ($20,929) | $33,419 | $406,361 | ($320) | ($29) | $418,877 |
Balance, shares at May. 28, 2011 | 35,130,000 | 2,400,000 | ' | ' | 13,665,000 | ' | ' | ' | ' | ' |
Dividends | ' | ' | ' | ' | ' | ' | -29,932 | ' | ' | -29,932 |
Issuance of stock from treasury | ' | ' | ' | ' | 86 | 174 | ' | ' | ' | 260 |
Issuance of stock from treasury, shares | ' | ' | ' | ' | -56,000 | ' | ' | ' | ' | ' |
Tax benefit on nonqualifying disposition of incentive stock options | ' | ' | ' | ' | ' | 58 | ' | ' | ' | 58 |
Net income, including noncontrolling interests | ' | ' | ' | ' | ' | ' | 89,735 | ' | 232 | 89,967 |
Other comprehensive income | ' | ' | ' | ' | ' | ' | ' | 98 | ' | 98 |
Balance at Jun. 02, 2012 | 351 | 24 | ' | ' | -20,843 | 33,651 | 466,164 | -222 | 203 | 479,328 |
Balance, shares at Jun. 02, 2012 | 35,130,000 | 2,400,000 | ' | ' | 13,609,000 | ' | ' | ' | ' | ' |
Dividends | ' | ' | ' | ' | ' | ' | -18,105 | ' | ' | -18,105 |
Issuance of stock from treasury | ' | ' | 97 | -97 | 174 | 4,826 | ' | ' | ' | 5,000 |
Issuance of stock from treasury, shares | ' | ' | -63,000 | ' | -114,000 | ' | ' | ' | ' | ' |
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, including noncontrolling interests | ' | ' | ' | ' | ' | ' | 50,423 | ' | 338 | 50,761 |
Other comprehensive income | ' | ' | ' | ' | ' | ' | ' | 388 | ' | 388 |
Balance at Jun. 01, 2013 | 351 | 24 | ' | ' | -20,572 | 39,052 | 498,711 | 166 | 312 | 518,044 |
Balance, shares at Jun. 01, 2013 | 35,130,000 | 2,400,000 | ' | ' | 13,432,000 | ' | ' | ' | ' | ' |
Dividends | ' | ' | ' | ' | ' | ' | -35,044 | ' | ' | -35,044 |
Issuance of stock from treasury | ' | ' | -98 | 98 | ' | ' | ' | ' | ' | ' |
Issuance of stock from treasury, shares | ' | ' | -63,000 | ' | ' | ' | ' | ' | ' | ' |
Purchase of company stock - shares withheld to satisfy withholding obligation in connection with the vesting of restricted stock | ' | ' | ' | ' | -9 | ' | ' | ' | ' | -9 |
Purchase of company stock - shares withheld to satisfy withholding obligation in connection with the vesting of restricted stock, shares | ' | ' | ' | ' | 1,000 | ' | ' | ' | ' | ' |
Proceeds from stock option exercise | ' | ' | ' | ' | 30 | 88 | ' | ' | ' | 118 |
Proceeds from stock option exercise, shares | ' | ' | ' | ' | -20,000 | ' | ' | ' | ' | -20,000 |
Restricted stock compensation expense | ' | ' | ' | ' | ' | 1,274 | ' | ' | ' | 1,274 |
Tax benefit on nonqualifying disposition of incentive stock options | ' | ' | ' | ' | ' | 160 | ' | ' | ' | 160 |
Net income, including noncontrolling interests | ' | ' | ' | ' | ' | ' | 109,207 | ' | 600 | 109,807 |
Other comprehensive income | ' | ' | ' | ' | ' | ' | ' | 395 | ' | 395 |
Balance at May. 31, 2014 | $351 | $24 | ' | ' | ($20,453) | $40,476 | $572,874 | $561 | $912 | $594,745 |
Balance, shares at May. 31, 2014 | 35,130,000 | 2,400,000 | ' | ' | 13,350,000 | ' | ' | ' | ' | ' |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements Of Cash Flows (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | 31-May-14 | Jun. 01, 2013 | Jun. 02, 2012 |
Cash flows from operating activities: | ' | ' | ' |
Net income including noncontrolling interests | $109,807 | $50,761 | $89,967 |
Adjustments to reconcile net income to net cash provided by operating activities: | ' | ' | ' |
Depreciation and amortization | 37,203 | 34,173 | 30,752 |
Deferred income taxes | 7,625 | -5,747 | 5,330 |
Equity in income of affiliates | -3,512 | -3,480 | -7,495 |
Non-cash gain on Delta Egg acquisition | -3,976 | ' | ' |
Property and equipment impairment charge | ' | ' | 736 |
Distribution from Eggland's BestTM (see Note 3) | ' | ' | -38,343 |
(Gain) Loss on disposal of property, plant and equipment | 651 | 1,496 | -1,247 |
Stock compensation (benefit) expense, net of amounts paid | 1,273 | 411 | -702 |
Impairment of note receivable | ' | 912 | ' |
(Gain) loss on fair value adjustment of contingent consideration | 4,359 | -1,250 | ' |
Change in operating assets and liabilities, net of effects from acquisitions: | ' | ' | ' |
(Increase) decrease in receivables and other assets | -2,282 | -21,670 | 4,305 |
(Increase) decrease in inventories | 8,909 | -6,377 | -7,137 |
(Decrease) in accrued expenses for payment of legal settlement expense | -28,000 | ' | ' |
Increase (decrease) in accounts payable, accrued expenses and other liabilities | -8,137 | 8,309 | 21,892 |
Net cash provided by operating activities | 123,920 | 57,538 | 98,058 |
Cash flows from investing activities: | ' | ' | ' |
Purchase of investments | -142,585 | -181,721 | -160,630 |
Sales of investments | 108,117 | 188,110 | 115,796 |
Acquisitions of businesses, net of cash acquired | -11,548 | -74,907 | ' |
Distribution from Eggland's BestTM (see Note 3) | ' | ' | 38,343 |
Payments received on notes receivable and from investments in affiliates | 5,003 | 6,640 | 5,352 |
Purchases of property, plant and equipment | -59,188 | -26,290 | -26,845 |
Increase in notes receivable and investments in affiliates | ' | -294 | -138 |
Net proceeds from disposal of property, plant and equipment | 818 | 124 | 1,073 |
Net cash used in investing activities | -99,383 | -88,338 | -27,049 |
Cash flows from financing activities: | ' | ' | ' |
Principal payments on long-term debt | -10,745 | -11,200 | -11,941 |
Proceeds from issuance of common stock from treasury (including tax benefit on nonqualifying disposition of incentive stock options) | 279 | 380 | 318 |
Payments of dividends | -24,534 | -30,524 | -19,937 |
Net cash used in financing activities | -35,000 | -41,344 | -31,560 |
Increase (decrease) in cash and cash equivalents | -10,463 | -72,144 | 39,449 |
Cash and cash equivalents at beginning of year | 24,984 | 97,128 | 57,679 |
Cash and cash equivalents at end of year | 14,521 | 24,984 | 97,128 |
Supplemental cash flow information: | ' | ' | ' |
Income taxes, net of refunds received | 41,626 | 42,667 | 27,075 |
Interest (net of amount capitalized) | 3,152 | 3,543 | 4,407 |
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 | ' |
Significant_Accounting_Policie
Significant Accounting Policies | 12 Months Ended | |||||
31-May-14 | ||||||
Significant Accounting Policies [Abstract] | ' | |||||
Significant Accounting Policies | ' | |||||
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”) and variable interest entities in which the Company is the primary beneficiary. 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 the Company’s sales are 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 affiliated customers, on a combined basis, accounted for 28.2%, 30.0% and 31.3% of the Company’s net sales in fiscal years 2014, 2013, and 2012, respectively. | ||||||
Fiscal Year | ||||||
The Company’s fiscal year-end is on the Saturday nearest May 31, which was May 31, 2014 (52 weeks), June 1, 2013 (52 weeks), and June 2, 2012 (53 weeks) for the most recent three fiscal years. | ||||||
Variable Interest Entities | ||||||
Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 810 (Consolidation) (“ASC 810”) requires variable interest entities (“VIEs”) to be consolidated if a party with ownership, contractual or other financial interest in the VIE (a variable interest holder) is obligated to absorb a majority of the risk of loss from the VIE’s activities, is entitled to receive a majority of the VIE’s residual returns (if no party absorbs a majority of the VIE’s losses), or both. A variable interest holder that consolidates the VIE is called the primary beneficiary. | ||||||
The Company did not have any variable interest entities at May 31, 2014 or June 1, 2013. | ||||||
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 times, cash balances may be in excess of the FDIC insurance limits. 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 payable and other current liabilities. At May 31, 2014, and June 1, 2013, checks outstanding in excess of related book cash balances totaled approximately $1.5 million and $9.6 million, respectively. | ||||||
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 of $460,000 and $220,000 as of May 31, 2014 and June 1, 2013 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 31, 2014 and June 1, 2013, we had $194.7 million and $157.9 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. | ||||||
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 $83.0 million at May 31, 2014 and $79.4 million at June 1, 2013. Trade receivables are presented net of an allowance for doubtful accounts of $430,000 at May 31, 2014 and $771,000 at June 1, 2013. 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 31, 2014 and June 1, 2013, two affiliated customers accounted for approximately 28% of the Company’s trade accounts receivable. | ||||||
Notes Receivable | ||||||
Notes receivable are recorded at amortized cost. We recognize interest income on these notes receivable based upon whether the amount and timing of collections are both probable and reasonably estimable. We assess the collectability of notes receivable on a periodic basis. Our assessment consists primarily of an evaluation of cash flow projections of the borrower to determine whether estimated cash flows are sufficient to repay principal and interest in accordance with the contractual terms of the note. We update our cash flow projections of the borrowers annually. We recognize impairments on notes receivable when it is probable that principal and interest will not be received in accordance with the contractual terms of the loan. During fiscal year 2013, we recognized an impairment loss of $912,000 related to notes receivable. The impairment loss is included in selling, general, and administrative expenses. | ||||||
The notes receivable are due as follows (in thousands): | ||||||
Year | Amount | |||||
2015 | $ 428 | |||||
2016 | 211 | |||||
Total | $ 639 | |||||
The current amount due is included in the “Receivables” section of our Consolidated Balance Sheet in the line item “Other.” The current amount due was $428,000 for both fiscal years 2014 and 2013. The non-current portion is included in the “Other assets” section of our Consolidated Balance Sheet in the line item “Notes receivable – noncurrent.” The non-current amount due was $211,000 and $565,000 for fiscal years 2014 and 2013, 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. | ||||||
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. 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 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. 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 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 70th 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, 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 May 31, 2014, we had dividends payable of $10.5 million. At June 1, 2013, there were no dividends payable. These amounts represent accrued unpaid dividends applicable to the Company’s fourth quarter net income for each fiscal year. | ||||||
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 | |||||
· | 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 Income and totaled $43.0 million, $38.1 million, and $35.2 million in fiscal years 2014, 2013, and 2012, 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 offers and inducement offers are presented as a net amount in ‘‘Net sales.’’ | ||||||
Advertising Costs | ||||||
The Company expenses advertising costs as incurred. Advertising costs totaled $8.5 million, $5.1 million, and $4.2 million in fiscal 2014, 2013, and 2012, 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. | ||||||
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 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 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. The computations of basic net income per share and diluted net income per share are as follows (in thousands): | ||||||
31-May-14 | 1-Jun-13 | 2-Jun-12 | ||||
Net income attributable to Cal-Maine Foods, Inc. | $ 109,207 | $ 50,423 | $ 89,735 | |||
Basic weighted-average common shares (including Class A) | 24,047 | 23,983 | 23,875 | |||
Effect of dilutive securities: | ||||||
Common stock options and restricted stock | 101 | 61 | 67 | |||
Dilutive potential common shares | 24,148 | 24,044 | 23,942 | |||
Net income per common share: | ||||||
Basic | $ 4.54 | $ 2.10 | $ 3.76 | |||
Diluted | $ 4.52 | $ 2.10 | $ 3.75 | |||
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 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. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2016. Early adoption is not permitted. The guidance permits companies to either apply the requirements retrospectively to all prior periods presented, or apply the requirements in the year of adoption, through a cumulative adjustment. The Company is currently evaluating the impact of ASU 2014-09 on the consolidated financial statement presentation. | ||||||
Acquisition
Acquisition | 12 Months Ended | ||||||||
31-May-14 | |||||||||
Acquisition [Abstract] | ' | ||||||||
Acquisition | ' | ||||||||
2. Acquisition | |||||||||
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 Sunbest Foods of Iowa, a Moark, LLC affiliate. The purchase price was funded from our available cash balances. In conjunction with the acquisition, the Company recognized a non-recurring, non-cash gain of $4.0 million 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. The gain 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 following table presents fair value of the assets and liabilities of Delta Egg as of the acquisition date (in thousands): | |||||||||
Fair Value of Assets and Liabilities: | |||||||||
Cash and cash equivalents | $ | 5,452 | |||||||
Investment securities available for sale | 1,973 | ||||||||
Inventories | 7,033 | ||||||||
Property, plant, and equipment | 24,767 | ||||||||
Other intangible assets | 911 | ||||||||
Goodwill | 4,779 | ||||||||
Other current assets | 2,824 | ||||||||
Current liabilities | -3,677 | ||||||||
Long-term debt | -5,301 | ||||||||
Deferred income taxes | -4,761 | ||||||||
Fair value of assets and liabilities acquired | $ | 34,000 | |||||||
The acquired intangible assets are made up of a right of use intangible of $191,000 (5-year useful life) and water rights of $720,000 (indefinite useful life). The goodwill arising from the acquisition consists largely of the synergies and economies of scale expected from the acquisition, and none of it is expected to be deductible for income tax purposes. Trade receivables of $2.8 million were acquired, fair value approximated the carrying value at the time of acquisition. | |||||||||
On August 10, 2012, the Company purchased substantially all of the commercial egg assets of Pilgrim’s Pride Corporation (“PPC”) for approximately $16.3 million in cash at closing, plus contingent cash consideration of up to $2.5 million. The assets acquired included two production complexes with capacity for approximately 1.4 million laying hens and Pilgrim’s Pride’s 13.6% interest in Texas Egg Products, LLC (“TEP”), which gave us a majority ownership interest in TEP. | |||||||||
On November 15, 2012, the Company acquired the commercial egg assets of Maxim Productions Co. Inc. (“MPC”). The Company acquired the Maxim assets for approximately $64.9 million consisting of approximately $58.6 million in cash and 114,103 shares of common stock. The assets included a feed mill, two production complexes with capacity for 3.5 million laying hens and a pullet grow out facility, and Maxim’s 21.8% interest in TEP, which gave us a 72.1% interest in TEP. The Maxim 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 in the second quarter of fiscal year 2016. | |||||||||
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 fair value measurements were primarily based on significant inputs that are not observable in the markets. Projected cash flows are discounted at a required market rate of return that reflects the relative risk of achieving the cash flows for the time value of money. Investment securities are valued based on certain level 2 inputs since observable inputs for these securities, such as yields, credit risks, default rates and volatility, exist. The market approach, which indicates value for a subject asset based on available market pricing for comparable assets, was utilized for inventory. The market approach indicates value based on financial multiples available for similar entities and adjustments for lack of control or lack of marketability that market participants would consider in determining fair value. The cost approach, which estimates value by determining the current cost of replacing an asset with another of equivalent economic utility, was utilized for the fair value of 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. Goodwill on business combination recognizes the difference in the fair value of the assets acquired and liabilities assumed, net of the acquisition price. | |||||||||
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 2012. In preparing pro forma information, various assumptions were made; therefore, the Company does not imply that the future results will be indicative of the following pro forma information (in thousands): | |||||||||
Year Ended | |||||||||
1-Jun-13 | 2-Jun-12 | ||||||||
Net sales | $ | 1,344,279 | $ | 1,241,475 | |||||
Net income attributable to Cal-Maine Foods, Inc. | $ | 50,053 | $ | 93,449 | |||||
Net income per share attributable to Cal-Maine Foods, Inc.: | |||||||||
Basic net income per share | $ | 2.09 | $ | 3.91 | |||||
Diluted net income per share | $ | 2.08 | $ | 3.90 | |||||
Investment_In_Affiliates
Investment In Affiliates | 12 Months Ended | |||||||||
31-May-14 | ||||||||||
Investment In Affiliates [Abstract] | ' | |||||||||
Investment In Affiliates | ' | |||||||||
3. Investment in Affiliates | ||||||||||
The Company owns 50% of each of Specialty Eggs LLC and Dallas Reinsurance, Co., LTD. as of May 31, 2014. 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 $3.5 million and $17.7 million at May 31, 2014 and at June 1, 2013, respectively. Equity in income of $3.5 million, $3.5 million, and $7.5 million from these entities has been included in the Consolidated Statements of Income for fiscal 2014, 2013, and 2012, respectively. | ||||||||||
The Company is a member of Eggland’s Best, Inc. (“EB”), which is a cooperative. At May 31, 2014 and June 1, 2013, “Other Investments” as shown on the Company’s Consolidated Balance Sheet includes the cost of the Company’s investment in EB. In April 2012, EB formed Eggland’s Best, LLC (“EBLLC”) and contributed substantially all of the assets of EB to EBLLC. Subsequent to the formation of EBLLC, EB sold to Land O’Lakes, Inc. (“LOL”) a 50% interest in EBLLC. 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 31, 2014 and June 1, 2013 was $768,000. | ||||||||||
The Company regularly transacts business with its affiliates. The following relates to the Company’s transactions with these unconsolidated affiliates (in thousands): | ||||||||||
For the fiscal year ended | ||||||||||
31-May-14 | 1-Jun-13 | 2-Jun-12 | ||||||||
Sales to affiliates | $ | 44,798 | $ | 43,270 | $ | 37,930 | ||||
Purchases from affiliates | 74,325 | 71,325 | 69,108 | |||||||
Dividends from affiliates | 4,650 | 5,875 | 4,850 | |||||||
31-May-14 | 1-Jun-13 | |||||||||
Accounts receivable from affiliates | $ | 2,619 | $ | 3,319 | ||||||
Accounts payable to affiliates | 3,720 | 3,056 | ||||||||
Inventories
Inventories | 12 Months Ended | ||||||||
31-May-14 | |||||||||
Inventories [Abstract] | ' | ||||||||
Inventories | ' | ||||||||
4. Inventories | |||||||||
Inventories consisted of the following (in thousands): | |||||||||
31-May-14 | 1-Jun-13 | ||||||||
Flocks, net of accumulated amortization | $ | 90,152 | $ | 83,894 | |||||
Eggs | 11,747 | 13,694 | |||||||
Feed and supplies | 44,218 | 50,405 | |||||||
$ | 146,117 | $ | 147,993 | ||||||
The Company charged amortization and mortality expense to cost of sales associated with the flocks as follows (in thousands): | |||||||||
31-May-14 | 1-Jun-13 | 2-Jun-12 | |||||||
Amortization | $ | 98,556 | $ | 88,601 | $ | 87,532 | |||
Mortality | 4,890 | 4,670 | 4,865 | ||||||
Total flock costs charge to cost of sales | $ | 103,446 | $ | 93,271 | $ | 92,397 | |||
Prepaid_Expenses_And_Other_Cur
Prepaid Expenses And Other Current Assets | 12 Months Ended | ||||
31-May-14 | |||||
Prepaid Expenses And Other Current Assets [Abstract] | ' | ||||
Prepaid Expenses And Other Current Assets | ' | ||||
5. Prepaid Expenses and Other Current Assets | |||||
Prepaid expenses and other current assets consisted of the following (in thousands): | |||||
31-May-14 | 1-Jun-13 | ||||
Prepaid insurance | $ 1,029 | $ 1,110 | |||
Other prepaid expenses | 116 | 234 | |||
Other current assets | 1,356 | 70 | |||
$ 2,501 | $ 1,414 | ||||
Goodwill_And_Other_Intangible_
Goodwill And Other Intangible Assets | 12 Months Ended | ||||||||||||||
31-May-14 | |||||||||||||||
Goodwill And Other Intangible Assets [Abstract] | ' | ||||||||||||||
Goodwill And Other Intangible Assets | ' | ||||||||||||||
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 2, 2012 | $ 22,117 | $ 2,352 | $ 5,676 | $ - | $ - | $ - | $ 8,028 | ||||||||
Additions | 2,300 | - | 6,744 | 100 | - | - | 6,844 | ||||||||
Amortization | - | -521 | -2,013 | -12 | - | - | -2,546 | ||||||||
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 | ||||||||
For the Other Intangibles listed above, the gross carrying amounts and accumulated amortization are as follows (in thousands): | |||||||||||||||
31-May-14 | 1-Jun-13 | ||||||||||||||
Gross carrying | Accumulated | Gross carrying | Accumulated | ||||||||||||
amount | amortization | amount | amortization | ||||||||||||
Other intangible assets: | |||||||||||||||
Franchise rights | $ 5,284 | $ (3,930) | $ 5,284 | $ (3,453) | |||||||||||
Customer relationships | 17,644 | -9,554 | 17,644 | -7,237 | |||||||||||
Non-compete agreements | 100 | -32 | 100 | -12 | |||||||||||
Right of use intangible | 191 | - | - | - | |||||||||||
Water rights * | 720 | - | - | - | |||||||||||
Total | $ 23,939 | $ (13,516) | $ 23,028 | $ (10,702) | |||||||||||
* 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 2014, 2013, and 2012 totaled $2.8 million, $2.5 million, and $2.0 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 | ||||||||||||||
2015 | $ 2,745 | ||||||||||||||
2016 | 2,643 | ||||||||||||||
2017 | 1,163 | ||||||||||||||
2018 | 936 | ||||||||||||||
2019 | 911 | ||||||||||||||
Thereafter | 1,304 | ||||||||||||||
Total | $ 9,702 | ||||||||||||||
Property_Plant_And_Equipment
Property, Plant And Equipment | 12 Months Ended | ||||||
31-May-14 | |||||||
Property, Plant And Equipment [Abstract] | ' | ||||||
Property, Plant And Equipment | ' | ||||||
7. Property, Plant and Equipment | |||||||
Property, plant and equipment consisted of the following (in thousands): | |||||||
31-May | 1-Jun | ||||||
2014 | 2013 | ||||||
Land and improvements | $ | 74,999 | $ | 71,815 | |||
Buildings and improvements | 244,782 | 223,745 | |||||
Machinery and equipment | 323,117 | 288,391 | |||||
Construction-in-progress | 32,826 | 16,094 | |||||
675,724 | 600,045 | ||||||
Less: accumulated depreciation | 360,789 | 334,037 | |||||
$ | 314,935 | $ | 266,008 | ||||
Depreciation expense was $33.5 million, $31.2 million and $28.3 million in fiscal years 2014, 2013 and 2012, 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 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 2014, 2013, and 2012 are discussed below. | |||||||
In the second quarter of fiscal 2014, a contract producer owned pullet complex in Florida was damaged by fire. The fire destroyed two contract producer owned pullet houses that contained the Company’s flocks. In the third quarter of fiscal 2014, the Company’s Shady Dale, Georgia complex was damaged by a fire. The fire destroyed two pullet houses. The Company intends to seek reimbursement for all of its insured losses, including lost profits and expenses. The Company believes the effects of lost production and additional expenses related to both fires that will be incurred will be substantially covered by the Company’s insurance policies. Any gains resulting from recoveries from the insurance carriers will be recognized when the claims are ultimately settled. These fires did not have a material impact on the results of operations in fiscal 2014. | |||||||
The Company’s Shady Dale, Georgia complex was also damaged by fire in the first quarter of fiscal 2011, and the claim was finalized in fiscal 2012. The Company received $3.7 million from insurance carriers as full settlement of the claim. The Company recorded proceeds received for business interruption losses of $1.6 million as a reduction to “Cost of sales” in fiscal 2012. The Company recorded a gain of $1.0 million during fiscal year 2012 due to the property damage claim, which was recorded in “Other income (expense).” The remaining portion of the insurance proceeds, $1.1 million, was used to reimburse the Company for the book value of damaged inventory written off and other out of pocket expenses. | |||||||
Leases
Leases | 12 Months Ended | ||
31-May-14 | |||
Leases [Abstract] | ' | ||
Leases | ' | ||
8. Leases | |||
Future minimum payments under non-cancelable operating leases that have initial or remaining non-cancelable terms in excess of one year at May 31, 2014 are as follows (in thousands): | |||
2015 | $ | 492 | |
2016 | 454 | ||
2017 | 401 | ||
2018 | 270 | ||
2019 | 18 | ||
Total minimum lease payments | $ | 1,635 | |
Substantially all of the leases provide that the Company pays taxes, maintenance, insurance and certain other operating expenses applicable to the leased assets. Vehicle rent expense totaled $174,000, $382,000 and $538,000 in fiscal 2014, 2013 and 2012, respectively. Rent expense excluding vehicle rent was $2.7 million, $2.9 million, and $2.9 million in fiscal 2014, 2013 and 2012, respectively, primarily for the lease of certain operating facilities and equipment. | |||
Credit_Facilities_And_LongTerm
Credit Facilities And Long-Term Debt | 12 Months Ended | ||||||
31-May-14 | |||||||
Credit Facilities And Long-Term Debt [Abstract] | ' | ||||||
Credit Facilities And Long-Term Debt | ' | ||||||
9. Credit Facilities and Long-Term Debt | |||||||
Long-term debt consisted of the following (in thousands except interest rate and installment data): | |||||||
31-May | 1-Jun | ||||||
2014 | 2013 | ||||||
Note payable at 6.20%, due in monthly principal installments of $250,000, plus interest, maturing in 2019 | $ | 16,500 | $ | 19,500 | |||
Note payable at 5.99%, due in monthly principal installments of $150,000, plus interest, maturing in 2021 | 14,500 | 16,300 | |||||
Note payable at 6.35%, due in monthly principal installments of $100,000, plus interest, maturing in 2017 | 11,500 | 12,700 | |||||
Series A Senior Secured Notes at 5.45%, due in monthly principal installments of $175,500, plus interest, maturing in 2018 | 8,417 | 10,524 | |||||
Note payable at 5.40%, due in monthly principal installments of $125,000, plus interest, maturing in 2018 | 6,250 | - | |||||
Note payable at 6.40%, due in monthly principal installments of $35,000, plus interest, maturing in 2018 | 3,560 | 3,980 | |||||
Note payable at 2.00%, due in semi-annual principal installments of $20,790, plus interest, maturing in 2019 | 197 | - | |||||
Note payable at 6.07%, due in monthly principal installments of $33,300, plus interest, maturing in 2015 | 169 | 569 | |||||
Note payable at 6.80%, due in monthly principal installments of $165,000, plus interest, maturing in 2014 | - | 1,190 | |||||
Note payable-Texas Egg Products, LLC (payable to non-affiliate equity members) | - | 257 | |||||
Total debt | 61,093 | 65,020 | |||||
Less: current maturities | 10,216 | 10,373 | |||||
Long-term debt, less current maturities | $ | 50,877 | $ | 54,647 | |||
The aggregate annual fiscal year maturities of long-term debt at May 31, 2014 are as follows (in thousands): | |||||||
2015 | $ | 10,216 | |||||
2016 | 10,082 | ||||||
2017 | 20,265 | ||||||
2018 | 8,439 | ||||||
2019 | 5,091 | ||||||
Thereafter | 7,000 | ||||||
$ | 61,093 | ||||||
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 31, 2014, 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. In addition, with the acquisition of Delta Egg, we assumed certain debt that contains restrictive covenants. We are in compliance with those covenants at May 31, 2014. | |||||||
Interest of $3.1 million, $3.9 million, and $4.6 million was paid during fiscal 2014, 2013 and 2012, respectively. Interest of $603,000, $383,000, and $150,000 was capitalized for construction of certain facilities during fiscal 2014, 2013 and 2012, respectively. | |||||||
Employee_Benefit_Plans
Employee Benefit Plans | 12 Months Ended |
31-May-14 | |
Employee Benefit Plans [Abstract] | ' |
Employee Benefit Plans | ' |
10. 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 $9.8 million, $7.4 million, and $7.3 million in fiscal years 2014, 2013 and 2012, respectively. The liability recorded for incurred but not reported claims was $700,000 and $600,000 as of May 31, 2014 and June 1, 2013, respectively. | |
The Company had an employee stock ownership plan (“ESOP”) and a 401(k) plan that covered substantially all employees. In April 2012, the Company combined the ESOP and 401(k) plans into a single plan known as a KSOP (“the Plan”). The prior provisions of the Company’s 401(k) plan and ESOP remained substantially unchanged in the combined plan. The Company makes cash contributions to the Plan at a rate of 3% of participants' 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, and vest immediately. The Company's cash contributions to the Plan and predecessor ESOP were $3.0 million, $1.8 million, and $1.9 million in fiscal years 2014, 2013 and 2012, respectively. The Company did not make direct contributions of the Company’s common stock in fiscal years 2014, 2013, or 2012. 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 401(k) contributions to the Plan up to the maximum allowed by the Internal Revenue Service regulations. The Company does not match participant 401(k) 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 $50,000 per year, in fiscal years 2014, 2013, and 2012. The liability recorded related to these agreements was $1.7 million at May 31, 2014 and June 1, 2013. | |
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 $202,000, $156,000, and $129,000 in fiscal 2014, 2013 and 2012, respectively. Payments made under the plan were zero and $106,000 in fiscal 2014 and 2013, respectively. The liability recorded related to these agreements was $1.5 million and $1.0 million at May 31, 2014 and June 1, 2013, respectively. | |
Deferred compensation expense for both plans totaled $425,000, $786,000 and $193,000 in fiscal 2014, 2013 and 2012, 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 which an employer recognizes the funded status of a defined benefit postretirement plan as an asset or liability, and recognizes changes in that funded status in the year the change occurs through comprehensive income. Additionally, pension expense is recognized on an accrual basis over the employees’ approximate period of employment. The liability associated with the plan was $683,000 and $819,000 as of May 31, 2014 and June 1, 2013, respectively. The remaining disclosures associated with ASC 715 are immaterial to the company’s financial statements. | |
Stock_Compensation_Plans
Stock Compensation Plans | 12 Months Ended | ||||||||||||
31-May-14 | |||||||||||||
Stock Compensation Plans [Abstract] | ' | ||||||||||||
Stock Based Compensation | ' | ||||||||||||
11. 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 500,000 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 360,000 options with an exercise price of $5.93. 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. | |||||||||||||
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 1,000,000 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 592,500 SARs under the Rights Plan with a strike price of $5.93 and, on August 26, 2005, the Company issued 22,500 SARs with a strike price of $6.71. On August 24, 2006, the Company issued 15,000 SARs with a strike price of $6.93. 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 500,000 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 January 15, 2013 and January 15, 2014, the Company granted restricted shares from treasury in the amounts of 63,000 and 63,600, respectively. 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 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 at May 31, 2014 and June 1, 2013 was $4.3 million and $2.0 million, respectively. The unrecognized compensation expense will be amortized to stock compensation expense over a period of 2.14 years. | |||||||||||||
The Company recognized stock compensation expense of $1.3 million for equity awards and $521,000 for liability awards in fiscal 2014. In fiscal 2013, the Company recognized stock compensation expense of $291,000 for equity awards and $312,000 for liability awards. In fiscal 2012, the Company recognized no stock compensation expense for equity awards and $502,000 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 2, 2012 | 43,000 | $ | 5.93 | ||||||||||
Granted | - | - | |||||||||||
Exercised | - | - | |||||||||||
Forfeited | - | - | |||||||||||
Outstanding, June 1, 2013 | 43,000 | $ | 5.93 | ||||||||||
Granted | - | - | |||||||||||
Exercised | -20,000 | 5.93 | |||||||||||
Forfeited | - | - | |||||||||||
Outstanding, May 31, 2014 | 23,000 | $ | 5.93 | 1.21 | $ | 1,468 | |||||||
Exercisable, May 31, 2014 | 23,000 | $ | 5.93 | 1.21 | $ | 1,468 | |||||||
The intrinsic value of stock options exercised totaled $911,000, zero and $1.8 million in fiscal years 2014, 2013, and 2012, 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 | 63,000 | $ | 41.08 | ||||||||||
Granted | 63,600 | 53.53 | |||||||||||
Vested | -2,970 | 45.69 | |||||||||||
Forfeited | -1,030 | 41.08 | |||||||||||
Outstanding, May 31, 2014 | 122,600 | $ | 47.43 | ||||||||||
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 2, 2012 | 31,600 | $ | 6.31 | ||||||||||
Granted | - | - | |||||||||||
Exercised | -5,100 | 5.93 | |||||||||||
Forfeited | - | - | |||||||||||
Outstanding, June 1, 2013 | 26,500 | $ | 6.38 | ||||||||||
Granted | - | - | |||||||||||
Exercised | -8,200 | 5.93 | |||||||||||
Forfeited | - | - | |||||||||||
Outstanding, May 31, 2014 | 18,300 | $ | 6.59 | 1.88 | $ | 1,156 | |||||||
Exercisable, May 31, 2014 | 18,300 | $ | 6.59 | 1.88 | $ | 1,156 | |||||||
We determined the fair value of our obligation related to unexercised liability awards as of May 31, 2014 and June 1, 2013 was $1.1 million and $986,000, respectively. Total payments for liability awards exercised totaled $373,000, $192,000, and $1.2 million for fiscal 2014, 2013 and 2012, respectively. | |||||||||||||
The fair value of liability awards was estimated as of May 31, 2014, June 1, 2013, and June 2, 2012 using a Black-Scholes option pricing model using the following weighted-average assumptions: | |||||||||||||
31-May-14 | 1-Jun-13 | 2-Jun-12 | |||||||||||
Risk-free interest rate | 0.10% | 0.13% | 0.17% | ||||||||||
Dividend yield | 1.66% | 2.66% | 3.35% | ||||||||||
Volatility factor of the expected | |||||||||||||
market price of our stock | 37.36% | 23.65% | 14.70% | ||||||||||
Weighted-avg. expected life of the rights | 1 yr. | 1 yr. | 1 yr. | ||||||||||
Income_Taxes
Income Taxes | 12 Months Ended | |||||||||
31-May-14 | ||||||||||
Income Taxes [Abstract] | ' | |||||||||
Income Taxes | ' | |||||||||
12. Income Taxes | ||||||||||
Income tax expense (benefit) consisted of the following: | ||||||||||
Fiscal year ended | ||||||||||
31-May | 1-Jun | 2-Jun | ||||||||
2014 | 2013 | 2012 | ||||||||
Current: | ||||||||||
Federal | $ | 38,940 | $ | 28,144 | $ | 37,770 | ||||
State | 5,470 | 2,410 | 6,010 | |||||||
44,410 | 30,554 | 43,780 | ||||||||
Deferred: | ||||||||||
Federal | 6,474 | -4,937 | 4,300 | |||||||
State | 1,151 | -810 | 1,030 | |||||||
7,625 | -5,747 | 5,330 | ||||||||
$ | 52,035 | $ | 24,807 | $ | 49,110 | |||||
Significant components of the Company’s deferred tax liabilities and assets were as follows: | ||||||||||
31-May | 1-Jun | |||||||||
2014 | 2013 | |||||||||
Deferred tax liabilities: | ||||||||||
Property, plant and equipment | $ | 41,393 | $ | 35,108 | ||||||
Cash basis temporary differences | 637 | 817 | ||||||||
Inventories | 34,163 | 32,720 | ||||||||
Investment in affiliates | 487 | 4,248 | ||||||||
Other comprehensive income | 294 | 95 | ||||||||
Other | 3,800 | 3,540 | ||||||||
Total deferred tax liabilities | 80,774 | 76,528 | ||||||||
Deferred tax assets: | ||||||||||
Accrued expenses | 3,122 | 13,957 | ||||||||
Other | 6,699 | 4,157 | ||||||||
Total deferred tax assets | 9,821 | 18,114 | ||||||||
Net deferred tax liabilities | $ | 70,953 | $ | 58,414 | ||||||
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. | ||||||||||
The differences between income tax expense (benefit) at the Company’s effective income tax rate and income tax expense (benefit) at the statutory federal income tax rate were as follows: | ||||||||||
Fiscal year end | ||||||||||
31-May | 1-Jun | 2-Jun | ||||||||
2014 | 2013 | 2012 | ||||||||
Statutory federal income tax | $ | 56,435 | $ | 26,331 | $ | 48,595 | ||||
State income taxes, net | 4,303 | 1,040 | 4,576 | |||||||
Domestic manufacturers deduction | -3,810 | -2,860 | -3,596 | |||||||
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 | -143 | -76 | -267 | |||||||
Other, net | -63 | 372 | -198 | |||||||
$ | 52,035 | $ | 24,807 | $ | 49,110 | |||||
Federal and state income taxes of $41.6 million, $42.7 million, and $27.1 million were paid in fiscal years 2014, 2013, and 2012, respectively. Federal and state income taxes of zero, $12,000, and $510,000 were refunded in fiscal years 2014, 2013, and 2012, respectively. | ||||||||||
We had no significant unrecognized tax benefits at June 1, 2013 or at June 2, 2012. Accordingly, we do not have any 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. Tax periods for all years after fiscal year 2010 remain open to examination by the federal and state taxing jurisdictions to which we are subject. | ||||||||||
Other_Matters
Other Matters | 12 Months Ended |
31-May-14 | |
Other Matters [Abstract] | ' |
Other Matters | ' |
13. Other Matters | |
The carrying amounts in the Consolidated Balance Sheet for cash and cash equivalents, accounts receivable, and accounts payable approximate their fair values. The fair value of the Company’s long-term debt is estimated to be $61.8 million. The fair value for long-term debt is estimated using discounted cash flow analysis, based on the Company’s current incremental borrowing rate. | |
The Company’s interest expense 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 $1.6 million at May 31, 2014. The Company is a party to no other market risk sensitive instruments requiring disclosure. | |
Contingencies
Contingencies | 12 Months Ended |
31-May-14 | |
Contingencies [Abstract] | ' |
Contingencies | ' |
14. Contingencies | |
Financial Instruments | |
The Company maintains standby letters of credit (“LOC”) with a bank totaling $3.3 million at May 31, 2014. 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. | |
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 Cal-Maine Farms, Inc. as well as 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. Cal-Maine Farms, Inc. was dismissed from the case in September 2009. 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 and egg products 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 February 28, 2014, the Court entered an order granting preliminary approval of the Company’s previously-reported settlement of these cases, conditionally certifying the class for settlement purposes and approving the Notice Plan submitted by the parties. The Court will hold a final fairness hearing on the settlement on September 18, 2014. All proceedings against the Company in the direct purchaser putative class action are stayed pending the Court’s final approval of the Company’s settlement. | |
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 February 10-12, 2015, the Court will hold a hearing on the indirect purchaser plaintiffs’ motion for class certification. | |
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. The deadline for parties to file dispositive motions is July 2, 2015. | |
On May 6, 2014, the Company agreed in principle to settle all claims brought by the four plaintiffs in one of the non-class cases pending in the United States District Court for the Eastern District of Pennsylvania. Winn-Dixie Stores, Inc.; Roundy’s Supermarkets, Inc.; C&S Wholesale Grocers, Inc.; and H.J. Heinz Company, L.P. v. Michael Foods, Inc., et al., Case No. 2:11-cv-00510-GP. The parties are still in the process of finalizing their formal settlement papers. The terms of the settlement are confidential. The Company is settling this case for an amount and on terms that are not expected to have a material impact on the Company’s results of operations. | |
On March 3, 2014, all claims against the Company in the Kansas state court case styled as Associated Wholesale Grocers, Inc., et al., v. United Egg Producers, et al., No. 10-CV-2171, were dismissed with prejudice. The Company entered into a confidential settlement agreement settling this case for an amount and on terms that are not expected to have a material impact on the Company’s results of operations. | |
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. | |
Both groups of named plaintiffs in the putative class actions seek treble damages and injunctive relief on behalf of themselves and all other putative class members in the United States. Although both groups of named plaintiffs in the putative class actions allege a class period starting on January 1, 2000 and running “through the present,” the Court’s ruling on the statute of limitations, described above, alters the period for which damages are available. In the direct purchaser putative class action, the Court ruled that the plaintiffs cannot recover damages allegedly incurred prior to September 24, 2004. In the indirect purchaser putative class action, 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 direct purchaser putative class actions allege two separate sub-classes – one for direct purchasers of shell eggs and one for direct purchasers of egg products. The direct purchaser putative class actions seek relief under the Sherman Act. The indirect purchaser putative class actions seek injunctive relief under the Sherman Act and damages under the statutes and common-law of various states and the District of Columbia. | |
Five non-class cases remain pending against the Company (not counting the case in which the Company is finalizing formal settlement papers). 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 entered into a tolling agreement with the State of Florida to extend any applicable statute of limitations for one year from the date of the agreement. 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 (“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. On October 19, 2011, the Company timely responded to the Request by providing information on each of the subject facilities. The EPA subsequently sent a notice of noncompliance (“Notice”) dated March 29, 2012 to the Company which involved allegations of potential non-compliance with the Request and/or the Act. The Notice related to the Company’s Edwards, Mississippi facility only. The Company timely responded to the Notice on May 2, 2012. The EPA and the Mississippi Department of Environmental Quality (“MDEQ”) provided certain preliminary findings to the Company alleging potential violations of the Act and/or the Mississippi Air and Water Pollution Control Law concerning unpermitted discharges of pollutants to water of the United States and/or Mississippi and violations of certain conditions established under the Company’s National Pollution Discharge Elimination System (NPDES) permit for the Edwards, Mississippi facility. The Company has reached an agreement in principle with the EPA and the MDEQ to settle all claims related to the Edwards, Mississippi facility only. The terms and conditions of the proposed settlement related only to the Edwards, Mississippi facility and are not expected to have a material impact to the Company’s results of operations. | |
Miscellaneous | |
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. | |
Description_Of_Rights_And_Priv
Description Of Rights And Privileges Of Capital Stock-Capital Structure Consists Of Common Stock | 12 Months Ended |
31-May-14 | |
Description Of Rights And Privileges Of Capital Stock-Capital Structure Consists Of Common Stock [Abstract] | ' |
Description Of Rights And Privileges Of Capital Stock-Capital Structure Consists Of Common Stock | ' |
15. Description of Rights and Privileges of Capital Stock—Capital Structure Consists of Common Stock | |
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. 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 concurrently in respect of outstanding shares of Common Stock in the same number of shares of Common Stock per outstanding share. | |
Fair_Value_Measures
Fair Value Measures | 12 Months Ended | ||||||||||||
31-May-14 | |||||||||||||
Fair Value Measures [Abstract] | ' | ||||||||||||
Fair Value Measurements | ' | ||||||||||||
16. 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 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: 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. Except for the “Note Payable-Texas Egg Products, LLC,” fair values for debt are based on quoted market prices or published forward interest rate curves, which are level 2 inputs. We believe cost approximates fair value for the “Note Payable-Texas Egg Products, LLC.” 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. There is no readily available market data for the “Note Payable-Texas Egg Products, LLC.” The fair value and carrying value of the Company’s long-term debt were as follows (in thousands): | |||||||||||||
31-May-14 | 1-Jun-13 | ||||||||||||
Carrying Value | Fair Value | Carrying Value | Fair Value | ||||||||||
2.00 – 6.80% Notes payable | $ | 52,676 | $ | 53,387 | $ | 54,239 | $ | 56,237 | |||||
Series A Senior Secured Notes at 5.45% | 8,417 | 8,396 | 10,524 | 10,636 | |||||||||
Note payable-Texas Egg Products, LLC (payable to non-affiliate equity members) | - - | - | 257 | 257 | |||||||||
$ | 61,093 | $ | 61,783 | $ | 65,020 | $ | 67,130 | ||||||
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 31, 2014 and June 1, 2013 (in thousands): | |||||||||||||
31-May-14 | |||||||||||||
Quoted Prices | |||||||||||||
in Active | Significant | ||||||||||||
Markets for | Other | Significant | |||||||||||
Identical | Observable | Unobservable | |||||||||||
Instruments | Inputs | Inputs | Total | ||||||||||
(Level 1) | (Level 2) | (Level 3) | Balance | ||||||||||
Investment securities available-for-sale | |||||||||||||
State municipal bonds | $ | - | $ | 75,847 | $ | - | $ | 75,847 | |||||
US government obligations | - | 4,061 | - | 4,061 | |||||||||
Corporate bonds | - | 102,685 | - | 102,685 | |||||||||
Commercial paper | - | 3,930 | - | 3,930 | |||||||||
Certificates of deposit | - | 351 | - | 351 | |||||||||
Variable rate demand notes | - | 2,000 | - | 2,000 | |||||||||
Government agency bonds | - | 4,798 | - | 4,798 | |||||||||
Foreign government obligations | - | 1,066 | - | 1,066 | |||||||||
Mutual Funds* | 1,451 | - | - | 1,451 | |||||||||
Total available-for-sale securities at fair value | 1,451 | 194,738 | - | 196,189 | |||||||||
Commodity contracts | - | 1,255 | - | 1,255 | |||||||||
Total assets measured at fair value | $ | 1,451 | $ | 195,993 | $ | - | $ | 197,444 | |||||
Contingent consideration | - | - | 2,985 | 2,985 | |||||||||
Total liabilities measured at fair value | $ | - | $ | - | $ | 2,985 | $ | 2,985 | |||||
*The mutual funds are classified as long term and are a part of “other investments” in the Consolidated Balance Sheet. | |||||||||||||
1-Jun-13 | |||||||||||||
Quoted Prices | |||||||||||||
in Active | Significant | ||||||||||||
Markets for | Other | Significant | |||||||||||
Identical | Observable | Unobservable | |||||||||||
Instruments | Inputs | Inputs | Total | ||||||||||
(Level 1) | (Level 2) | (Level 3) | Balance | ||||||||||
Investment securities available-for-sale | |||||||||||||
State municipal bonds | $ | - | $ | 61,195 | $ | - | $ | 61,195 | |||||
US government obligations | - | 12,377 | - | 12,377 | |||||||||
Corporate bonds | - | 64,383 | - | 64,383 | |||||||||
Certificates of deposit | - | 12,285 | - | 12,285 | |||||||||
Government agency bonds | - | 7,664 | - | 7,664 | |||||||||
Mutual Funds* | 1,026 | - | - | 1,026 | |||||||||
Total assets measured at fair value | $ | 1,026 | $ | 157,904 | $ | - | $ | 158,930 | |||||
Contingent consideration | - | - | 1,250 | 1,250 | |||||||||
Total liabilities measured at fair value | $ | - | $ | - | $ | 1,250 | $ | 1,250 | |||||
*The mutual funds are classified as long term and are a part of “other investments” in the Consolidated Balance Sheet. | |||||||||||||
Our investment securities – available-for-sale classified as level 2 consist of 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 amounts invested are available for current operations. Observable inputs for these securities are yields, credit risks, default rates, and volatility. | |||||||||||||
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 a business acquisition (Refer to Note 2 – Acquisitions). Given the unobservable nature of these inputs, they are deemed to be Level 3 fair value measurements. During fiscal 2014 we recognized a $4.4 million loss resulting from the increase in fair value of the contingent consideration, compared to fiscal 2013 when we recognized a $1.3 million gain. Both the gain and loss were recognized in earnings as a reduction and increase, respectively, of selling, general, and administrative expenses. Changes in the fair value of contingent consideration obligations for fiscal 2014 were as follows (in thousands): | |||||||||||||
Year ended | |||||||||||||
31-May-14 | |||||||||||||
Balance at beginning of year | $ | 1,250 | |||||||||||
Liabilities recognized at acquisition date | - | ||||||||||||
(Gains)/Losses recognized in earnings | 4,359 | ||||||||||||
Payments | -2,624 | ||||||||||||
Balance at end of year | $ | 2,985 | |||||||||||
AvailableForSale_Securities_Cl
Available-For-Sale Securities - Classified As Current Assets | 12 Months Ended | ||||
31-May-14 | |||||
Available-For-Sale Securities - Classified As Current Assets [Abstract] | ' | ||||
Available-For-Sale Securities | ' | ||||
17. Available-for-Sale Securities - Classified as Current Assets | |||||
Available-for-sale securities classified as current assets consisted of the following (in thousands): | |||||
31-May-14 | |||||
Gains in | Losses in | ||||
Accumulated | Accumulated | Estimated | |||
Amortized | Other | Other | Fair | ||
Cost | Comprehensive | Comprehensive | Value | ||
Income | Income | ||||
State municipal bonds | $ 75,659 | $ 188 | $ - | $ 75,847 | |
US government obligations | 4,056 | 5 | - | 4,061 | |
Corporate bonds | 102,587 | 98 | - | 102,685 | |
Commercial paper | 3,927 | 3 | - | 3,930 | |
Certificates of deposit | 350 | 1 | - | 351 | |
Variable rate demand notes | 2,000 | - | - | 2,000 | |
Government agency bonds | 4,791 | 7 | - | 4,798 | |
Foreign government obligations | 1,064 | 2 | - | 1,066 | |
Total current available-for-sale securities | $ 194,434 | $ 304 | $ - | $ 194,738 | |
Mutual funds* | 999 | 452 | - | 1,451 | |
Total noncurrent available-for-sale securities | $ 999 | $ 452 | $ - | $ 1,451 | |
*The mutual funds are classified as long term and are a part of “other investments” in the Consolidated Balance Sheet. | |||||
1-Jun-13 | |||||
Gains in | Losses in | ||||
Accumulated | Accumulated | Estimated | |||
Amortized | Other | Other | Fair | ||
Cost | Comprehensive | Comprehensive | Value | ||
Income | Income | ||||
State municipal bonds | $ | $ 71 | $ - | $ 61,195 | |
61,124 | |||||
US government obligations | 12,378 | - | 1 | 12,377 | |
Corporate bonds | 64,406 | - | 23 | 64,383 | |
Certificates of deposit | 12,280 | 5 | - | 12,285 | |
Government agency bonds | 7,659 | 5 | - | 7,664 | |
Total current available-for-sale securities | $ 157,847 | $ 81 | $ 24 | $ 157,904 | |
Mutual funds* | 721 | 305 | - | 1,026 | |
Total noncurrent available-for-sale securities | $ 721 | $ 305 | $ - | $ 1,026 | |
*The mutual funds are classified as long term and are a part of “other investments” in the Consolidated Balance Sheet. | |||||
Proceeds from the sales of available-for-sale securities were $108.1 million, $188.1 million, and $115.8 million during fiscal 2014, 2013, and 2012, respectively. Gross realized gains on those sales during fiscal 2014, 2013, and 2012 were $8,000, $24,000, and $24,000, respectively. Gross realized losses on those sales during fiscal 2014, 2013, and 2012 were $2,000, $676,000, and $825,000, 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 (losses) net of tax on available-for-sale securities classified as current in the amount of $149,000, $256,000, and $98,000 for the years ended May 31, 2014, June 1, 2013, and June 2, 2012, 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 $90,000 and $186,000 for the years ended May 31, 2014 and June 1, 2013 have been included in other comprehensive income (loss). | |||||
Contractual maturities of available-for-sale debt securities at May 31, 2014, are as follows (in thousands): | |||||
Estimated Fair Value | |||||
Within one year | $ 88,944 | ||||
After 1-5 years | 105,794 | ||||
After 5-10 years | - | ||||
$ 194,738 | |||||
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. | |||||
Quarterly_Financial_Data
Quarterly Financial Data | 12 Months Ended | ||||||||
31-May-14 | |||||||||
Quarterly Financial Data [Abstract] | ' | ||||||||
Quarterly Financial Data | ' | ||||||||
18. Quarterly Financial Data: (unaudited, amount in thousands, except per share data): | |||||||||
Fiscal Year 2014 | |||||||||
First | Second | Third | Fourth | ||||||
Quarter | Quarter | Quarter | Quarter | ||||||
Net sales | $ | 319,528 | $ | 354,275 | $ | 395,522 | $ | 371,582 | |
Gross profit | 44,911 | 74,667 | 91,895 | 91,291 | |||||
Net income attributable to Cal-Maine Foods, Inc. | 8,756 | 26,106 | 42,853 | 31,492 | |||||
Net income per share: | |||||||||
Basic | $ | 0.36 | $ | 1.09 | $ | 1.78 | $ | 1.31 | |
Diluted | $ | 0.36 | $ | 1.08 | $ | 1.77 | $ | 1.30 | |
Fiscal Year 2013 | |||||||||
First | Second | Third | Fourth | ||||||
Quarter | Quarter | Quarter | Quarter* | ||||||
Net sales | $ | 272,928 | $ | 328,870 | $ | 360,373 | $ | 325,933 | |
Gross profit | 44,715 | 51,298 | 67,047 | 51,489 | |||||
Net income attributable to Cal-Maine Foods, Inc. | 9,415 | 14,290 | 30,551 | -3,833 | |||||
Net income per share: | |||||||||
Basic | $ | 0.39 | $ | 0.60 | $ | 1.27 | $ | -0.16 | |
Diluted | $ | 0.39 | $ | 0.60 | $ | 1.27 | $ | -0.16 | |
*Fourth quarter fiscal 2013 results include a legal settlement expense of $17.0 million, or $0.71 per basic share, after tax (see Note 14). | |||||||||
Distribution_from_Unconsolidat
Distribution from Unconsolidated Subsidiary | 12 Months Ended |
31-May-14 | |
Distribution From Unconsolidated Subsidiary [Abstract] | ' |
Distribution From Unconsolidated Subsidiary | ' |
19. Distribution from Unconsolidated Subsidiary | |
In April 2012 EB entered into a joint venture with LOL whereby EB contributed substantially all of its assets into a new limited liability company, EBLLC, in which LOL purchased a 50% ownership interest for approximately $126.1 million (the “Purchase Price”) and the license of the LOL trademarks to the EBLLC. The this joint venture combines EB’s and LOL’s specialty shell egg businesses in order to market and sell both Egg-land’s Best® branded specialty eggs and Land O’ Lakes® branded specialty eggs. EB distributed the proceeds from the sale of the 50% interest to LOL to the EB members pursuant to EB’s articles of incorporation and bylaws on a patronage basis, subject to EB retaining funds to pay transaction costs. | |
In the fourth fiscal quarter of 2012, Cal-Maine received $38.3 million in proceeds from the above described transaction and Specialty Eggs, LLC (50% equity method investee of Cal-Maine) received $8.9 million. For cash flow statement purposes, we evaluated the specific distribution to Cal-Maine on a stand-alone basis to determine the appropriate classification of the proceeds. Since the entire proceeds effectively represent the sale of a 50% interest in the assets and business of EB, the entire amount was reported as an investing cash flow for fiscal 2012. | |
Since we account for our investment in EB under the cost method, the specific distribution to Cal-Maine was recorded as income in the fourth quarter of fiscal 2012. In accordance with the equity method, we recorded 50% of the distribution to Specialty Egg, LLC as a component of equity in income of affiliates. | |
Derivative_Financial_Instrumen
Derivative Financial Instruments | 12 Months Ended | |||
31-May-14 | ||||
Derivative Financial Instruments [Abstract] | ' | |||
Derivative Financial Instruments | ' | |||
20. Derivative Financial Instruments | ||||
The Company holds commodity futures contracts in the form of call options, the cost of which is paid for by customers, to protect against increases in the price 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): | ||||
Contracts outstanding at period end | ||||
Commodity | Units | Fair Value | ||
Corn | 3,450 | bushels | $ | |
285 | ||||
Soybean meal | 36 | tons | $ | |
970 | ||||
Subsequent_Event
Subsequent Event | 12 Months Ended |
31-May-14 | |
Subsequent Event [Abstract] | ' |
Subsequent Event | ' |
21. Subsequent Event | |
On July 25, 2014, the Company announced it had formed a joint venture, Southwest Specialty Eggs, LLC, with Hickman’s Egg Ranch. Southwest Specialty Eggs, LLC has acquired the Egg-land’s Best® franchise for the state of Arizona with exclusive licensing agreements for the sale of Egg-land’s Best® specialty eggs, Land O’ Lakes® branded specialty eggs and other premium brands. | |
Schedule_II_Valuation_And_Qual
Schedule II - Valuation And Qualifying Accounts | 12 Months Ended | ||||||||||||
31-May-14 | |||||||||||||
Schedule II - Valuation And Qualifying Accounts [Abstract] | ' | ||||||||||||
Schedule II - Valuation And Qualifying Accounts | ' | ||||||||||||
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS | |||||||||||||
Years ended May 31, 2014, June 1, 2013, and June 2, 2012 | |||||||||||||
(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 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 | |||||
Year ended June 2, 2012 | |||||||||||||
Allowance for doubtful accounts | $ | 686 | $ | 849 | $ | 946 | $ | 589 | |||||
Significant_Accounting_Policie1
Significant Accounting Policies (Policy) | 12 Months Ended | |||||
31-May-14 | ||||||
Significant Accounting Policies [Abstract] | ' | |||||
Principles Of Consolidation | ' | |||||
Principles of Consolidation | ||||||
The consolidated financial statements include the accounts of Cal-Maine Foods, Inc. and its subsidiaries (“we,” “us,” “our,” or the “Company”) and variable interest entities in which the Company is the primary beneficiary. All significant intercompany transactions and accounts have been eliminated in consolidation. | ||||||
Business | ' | |||||
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 the Company’s sales are 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 affiliated customers, on a combined basis, accounted for 28.2%, 30.0% and 31.3% of the Company’s net sales in fiscal years 2014, 2013, and 2012, respectively. | ||||||
Fiscal Year | ' | |||||
Fiscal Year | ||||||
The Company’s fiscal year-end is on the Saturday nearest May 31, which was May 31, 2014 (52 weeks), June 1, 2013 (52 weeks), and June 2, 2012 (53 weeks) for the most recent three fiscal years. | ||||||
Variable Interest Entities | ' | |||||
Variable Interest Entities | ||||||
Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 810 (Consolidation) (“ASC 810”) requires variable interest entities (“VIEs”) to be consolidated if a party with ownership, contractual or other financial interest in the VIE (a variable interest holder) is obligated to absorb a majority of the risk of loss from the VIE’s activities, is entitled to receive a majority of the VIE’s residual returns (if no party absorbs a majority of the VIE’s losses), or both. A variable interest holder that consolidates the VIE is called the primary beneficiary. | ||||||
The Company did not have any variable interest entities at May 31, 2014 or June 1, 2013. | ||||||
Use Of Estimates | ' | |||||
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 | ' | |||||
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 times, cash balances may be in excess of the FDIC insurance limits. 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 payable and other current liabilities. At May 31, 2014, and June 1, 2013, checks outstanding in excess of related book cash balances totaled approximately $1.5 million and $9.6 million, respectively. | ||||||
Investment Securities | ' | |||||
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 of $460,000 and $220,000 as of May 31, 2014 and June 1, 2013 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 31, 2014 and June 1, 2013, we had $194.7 million and $157.9 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. | ||||||
Investment In Affiliates | ' | |||||
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 and Allowance for Doubtful Accounts | ||||||
Trade receivables are comprised primarily of amounts owed to the Company from customers, which amounted to $83.0 million at May 31, 2014 and $79.4 million at June 1, 2013. Trade receivables are presented net of an allowance for doubtful accounts of $430,000 at May 31, 2014 and $771,000 at June 1, 2013. 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 31, 2014 and June 1, 2013, two affiliated customers accounted for approximately 28% of the Company’s trade accounts receivable. | ||||||
Notes Receivable | ' | |||||
Notes Receivable | ||||||
Notes receivable are recorded at amortized cost. We recognize interest income on these notes receivable based upon whether the amount and timing of collections are both probable and reasonably estimable. We assess the collectability of notes receivable on a periodic basis. Our assessment consists primarily of an evaluation of cash flow projections of the borrower to determine whether estimated cash flows are sufficient to repay principal and interest in accordance with the contractual terms of the note. We update our cash flow projections of the borrowers annually. We recognize impairments on notes receivable when it is probable that principal and interest will not be received in accordance with the contractual terms of the loan. During fiscal year 2013, we recognized an impairment loss of $912,000 related to notes receivable. The impairment loss is included in selling, general, and administrative expenses. | ||||||
The notes receivable are due as follows (in thousands): | ||||||
Year | Amount | |||||
2015 | $ 428 | |||||
2016 | 211 | |||||
Total | $ 639 | |||||
The current amount due is included in the “Receivables” section of our Consolidated Balance Sheet in the line item “Other.” The current amount due was $428,000 for both fiscal years 2014 and 2013. The non-current portion is included in the “Other assets” section of our Consolidated Balance Sheet in the line item “Notes receivable – noncurrent.” The non-current amount due was $211,000 and $565,000 for fiscal years 2014 and 2013, respectively. | ||||||
Inventories | ' | |||||
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. | ||||||
Property, Plant And Equipment | ' | |||||
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 | ' | |||||
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 | ' | |||||
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. Included in other long-lived assets are loan acquisition costs, which are amortized over the life of the related loan. | ||||||
Goodwill | ' | |||||
Goodwill | ||||||
Goodwill represents the excess of 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. 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 | ' | |||||
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 | ' | |||||
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 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 70th 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, 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 May 31, 2014, we had dividends payable of $10.5 million. At June 1, 2013, there were no dividends payable. These amounts represent accrued unpaid dividends applicable to the Company’s fourth quarter net income for each fiscal year. | ||||||
Treasury Stock | ' | |||||
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 | ' | |||||
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 | |||||
· | 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 Income and totaled $43.0 million, $38.1 million, and $35.2 million in fiscal years 2014, 2013, and 2012, 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 | ' | |||||
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 offers and inducement offers are presented as a net amount in ‘‘Net sales.’’ | ||||||
Advertising Costs | ' | |||||
Advertising Costs | ||||||
The Company expenses advertising costs as incurred. Advertising costs totaled $8.5 million, $5.1 million, and $4.2 million in fiscal 2014, 2013, and 2012, respectively. | ||||||
Income Taxes | ' | |||||
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. | ||||||
Stock Based Compensation | ' | |||||
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 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 Per Common Share | ' | |||||
Net Income 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. The computations of basic net income per share and diluted net income per share are as follows (in thousands): | ||||||
31-May-14 | 1-Jun-13 | 2-Jun-12 | ||||
Net income attributable to Cal-Maine Foods, Inc. | $ 109,207 | $ 50,423 | $ 89,735 | |||
Basic weighted-average common shares (including Class A) | 24,047 | 23,983 | 23,875 | |||
Effect of dilutive securities: | ||||||
Common stock options and restricted stock | 101 | 61 | 67 | |||
Dilutive potential common shares | 24,148 | 24,044 | 23,942 | |||
Net income per common share: | ||||||
Basic | $ 4.54 | $ 2.10 | $ 3.76 | |||
Diluted | $ 4.52 | $ 2.10 | $ 3.75 | |||
Contingencies | ' | |||||
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 | ' | |||||
Impact of Recently Issued Accounting Standards | ||||||
In May 2014, the 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. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2016. Early adoption is not permitted. The guidance permits companies to either apply the requirements retrospectively to all prior periods presented, or apply the requirements in the year of adoption, through a cumulative adjustment. The Company is currently evaluating the impact of ASU 2014-09 on the consolidated financial statement presentation. | ||||||
Significant_Accounting_Policie2
Significant Accounting Policies (Tables) | 12 Months Ended | |||||
31-May-14 | ||||||
Significant Accounting Policies [Abstract] | ' | |||||
Schedule Of Notes Receivable By Maturity | ' | |||||
Year | Amount | |||||
2015 | $ 428 | |||||
2016 | 211 | |||||
Total | $ 639 | |||||
Schedule Of Computations Of Earnings Per Share | ' | |||||
31-May-14 | 1-Jun-13 | 2-Jun-12 | ||||
Net income attributable to Cal-Maine Foods, Inc. | $ 109,207 | $ 50,423 | $ 89,735 | |||
Basic weighted-average common shares (including Class A) | 24,047 | 23,983 | 23,875 | |||
Effect of dilutive securities: | ||||||
Common stock options and restricted stock | 101 | 61 | 67 | |||
Dilutive potential common shares | 24,148 | 24,044 | 23,942 | |||
Net income per common share: | ||||||
Basic | $ 4.54 | $ 2.10 | $ 3.76 | |||
Diluted | $ 4.52 | $ 2.10 | $ 3.75 | |||
Acquisition_Tables
Acquisition (Tables) | 12 Months Ended | ||||||||
31-May-14 | |||||||||
Acquisition [Abstract] | ' | ||||||||
Schedule Of Purchase Price Allocation | ' | ||||||||
Fair Value of Assets and Liabilities: | |||||||||
Cash and cash equivalents | $ | 5,452 | |||||||
Investment securities available for sale | 1,973 | ||||||||
Inventories | 7,033 | ||||||||
Property, plant, and equipment | 24,767 | ||||||||
Other intangible assets | 911 | ||||||||
Goodwill | 4,779 | ||||||||
Other current assets | 2,824 | ||||||||
Current liabilities | -3,677 | ||||||||
Long-term debt | -5,301 | ||||||||
Deferred income taxes | -4,761 | ||||||||
Fair value of assets and liabilities acquired | $ | 34,000 | |||||||
Proforma Schedule Of Operations | ' | ||||||||
Year Ended | |||||||||
1-Jun-13 | 2-Jun-12 | ||||||||
Net sales | $ | 1,344,279 | $ | 1,241,475 | |||||
Net income attributable to Cal-Maine Foods, Inc. | $ | 50,053 | $ | 93,449 | |||||
Net income per share attributable to Cal-Maine Foods, Inc.: | |||||||||
Basic net income per share | $ | 2.09 | $ | 3.91 | |||||
Diluted net income per share | $ | 2.08 | $ | 3.90 | |||||
Investment_In_Affiliates_Table
Investment In Affiliates (Tables) | 12 Months Ended | |||||||||
31-May-14 | ||||||||||
Investment In Affiliates [Abstract] | ' | |||||||||
Schedule Of Transactions With Unconsolidated Affiliates | ' | |||||||||
For the fiscal year ended | ||||||||||
31-May-14 | 1-Jun-13 | 2-Jun-12 | ||||||||
Sales to affiliates | $ | 44,798 | $ | 43,270 | $ | 37,930 | ||||
Purchases from affiliates | 74,325 | 71,325 | 69,108 | |||||||
Dividends from affiliates | 4,650 | 5,875 | 4,850 | |||||||
31-May-14 | 1-Jun-13 | |||||||||
Accounts receivable from affiliates | $ | 2,619 | $ | 3,319 | ||||||
Accounts payable to affiliates | 3,720 | 3,056 | ||||||||
Inventories_Tables
Inventories (Tables) | 12 Months Ended | ||||||||
31-May-14 | |||||||||
Inventories [Abstract] | ' | ||||||||
Schedule Of Inventories | ' | ||||||||
31-May-14 | 1-Jun-13 | ||||||||
Flocks, net of accumulated amortization | $ | 90,152 | $ | 83,894 | |||||
Eggs | 11,747 | 13,694 | |||||||
Feed and supplies | 44,218 | 50,405 | |||||||
$ | 146,117 | $ | 147,993 | ||||||
Schedule Of Cost Of Sales Amortization And Mortality | ' | ||||||||
31-May-14 | 1-Jun-13 | 2-Jun-12 | |||||||
Amortization | $ | 98,556 | $ | 88,601 | $ | 87,532 | |||
Mortality | 4,890 | 4,670 | 4,865 | ||||||
Total flock costs charge to cost of sales | $ | 103,446 | $ | 93,271 | $ | 92,397 | |||
Prepaid_Expenses_And_Other_Cur1
Prepaid Expenses And Other Current Assets (Tables) | 12 Months Ended | ||||
31-May-14 | |||||
Prepaid Expenses And Other Current Assets [Abstract] | ' | ||||
Schedule Of Prepaid Expenses And Other Current Assets | ' | ||||
31-May-14 | 1-Jun-13 | ||||
Prepaid insurance | $ 1,029 | $ 1,110 | |||
Other prepaid expenses | 116 | 234 | |||
Other current assets | 1,356 | 70 | |||
$ 2,501 | $ 1,414 | ||||
Goodwill_And_Other_Intangible_1
Goodwill And Other Intangible Assets (Tables) | 12 Months Ended | ||||||||||||||
31-May-14 | |||||||||||||||
Goodwill And Other Intangible Assets [Abstract] | ' | ||||||||||||||
Summary Of Goodwill And Other Intangible Assets | ' | ||||||||||||||
Other Intangibles | |||||||||||||||
Franchise | Customer | Non-compete | Right of use | Water | Total other | ||||||||||
Goodwill | rights | relationships | agreements | intangible | rights | intangibles | |||||||||
Balance June 2, 2012 | $ 22,117 | $ 2,352 | $ 5,676 | $ - | $ - | $ - | $ 8,028 | ||||||||
Additions | 2,300 | - | 6,744 | 100 | - | - | 6,844 | ||||||||
Amortization | - | -521 | -2,013 | -12 | - | - | -2,546 | ||||||||
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 | ||||||||
Schedule Other Intangibles | ' | ||||||||||||||
31-May-14 | 1-Jun-13 | ||||||||||||||
Gross carrying | Accumulated | Gross carrying | Accumulated | ||||||||||||
amount | amortization | amount | amortization | ||||||||||||
Other intangible assets: | |||||||||||||||
Franchise rights | $ 5,284 | $ (3,930) | $ 5,284 | $ (3,453) | |||||||||||
Customer relationships | 17,644 | -9,554 | 17,644 | -7,237 | |||||||||||
Non-compete agreements | 100 | -32 | 100 | -12 | |||||||||||
Right of use intangible | 191 | - | - | - | |||||||||||
Water rights * | 720 | - | - | - | |||||||||||
Total | $ 23,939 | $ (13,516) | $ 23,028 | $ (10,702) | |||||||||||
Schedule Of Estimated Amortization Of Intangible Assets | ' | ||||||||||||||
For fiscal period | Estimated amortization expense | ||||||||||||||
2015 | $ 2,745 | ||||||||||||||
2016 | 2,643 | ||||||||||||||
2017 | 1,163 | ||||||||||||||
2018 | 936 | ||||||||||||||
2019 | 911 | ||||||||||||||
Thereafter | 1,304 | ||||||||||||||
Total | $ 9,702 | ||||||||||||||
Property_Plant_And_Equipment_T
Property, Plant And Equipment (Tables) | 12 Months Ended | ||||||
31-May-14 | |||||||
Property, Plant And Equipment [Abstract] | ' | ||||||
Schedule Of Property, Plant And Equipment | ' | ||||||
31-May | 1-Jun | ||||||
2014 | 2013 | ||||||
Land and improvements | $ | 74,999 | $ | 71,815 | |||
Buildings and improvements | 244,782 | 223,745 | |||||
Machinery and equipment | 323,117 | 288,391 | |||||
Construction-in-progress | 32,826 | 16,094 | |||||
675,724 | 600,045 | ||||||
Less: accumulated depreciation | 360,789 | 334,037 | |||||
$ | 314,935 | $ | 266,008 | ||||
Leases_Tables
Leases (Tables) | 12 Months Ended | ||
31-May-14 | |||
Leases [Abstract] | ' | ||
Schedule Of Future Minimum Operating Lease Payments | ' | ||
2015 | $ | 492 | |
2016 | 454 | ||
2017 | 401 | ||
2018 | 270 | ||
2019 | 18 | ||
Total minimum lease payments | $ | 1,635 | |
Credit_Facilities_And_LongTerm1
Credit Facilities And Long-Term Debt (Tables) | 12 Months Ended | ||||||
31-May-14 | |||||||
Credit Facilities And Long-Term Debt [Abstract] | ' | ||||||
Schedule Of Long-term Debt Instruments | ' | ||||||
31-May | 1-Jun | ||||||
2014 | 2013 | ||||||
Note payable at 6.20%, due in monthly principal installments of $250,000, plus interest, maturing in 2019 | $ | 16,500 | $ | 19,500 | |||
Note payable at 5.99%, due in monthly principal installments of $150,000, plus interest, maturing in 2021 | 14,500 | 16,300 | |||||
Note payable at 6.35%, due in monthly principal installments of $100,000, plus interest, maturing in 2017 | 11,500 | 12,700 | |||||
Series A Senior Secured Notes at 5.45%, due in monthly principal installments of $175,500, plus interest, maturing in 2018 | 8,417 | 10,524 | |||||
Note payable at 5.40%, due in monthly principal installments of $125,000, plus interest, maturing in 2018 | 6,250 | - | |||||
Note payable at 6.40%, due in monthly principal installments of $35,000, plus interest, maturing in 2018 | 3,560 | 3,980 | |||||
Note payable at 2.00%, due in semi-annual principal installments of $20,790, plus interest, maturing in 2019 | 197 | - | |||||
Note payable at 6.07%, due in monthly principal installments of $33,300, plus interest, maturing in 2015 | 169 | 569 | |||||
Note payable at 6.80%, due in monthly principal installments of $165,000, plus interest, maturing in 2014 | - | 1,190 | |||||
Note payable-Texas Egg Products, LLC (payable to non-affiliate equity members) | - | 257 | |||||
Total debt | 61,093 | 65,020 | |||||
Less: current maturities | 10,216 | 10,373 | |||||
Long-term debt, less current maturities | $ | 50,877 | $ | 54,647 | |||
Schedule Of Maturities Of Long-term Debt | ' | ||||||
2015 | $ | 10,216 | |||||
2016 | 10,082 | ||||||
2017 | 20,265 | ||||||
2018 | 8,439 | ||||||
2019 | 5,091 | ||||||
Thereafter | 7,000 | ||||||
$ | 61,093 | ||||||
Stock_Compensation_Plans_Table
Stock Compensation Plans (Tables) | 12 Months Ended | ||||||||||||
31-May-14 | |||||||||||||
Stock Compensation Plans [Abstract] | ' | ||||||||||||
Summary Of Stock Option Activity | ' | ||||||||||||
Weighted | |||||||||||||
Weighted | Average | ||||||||||||
Number | Exercise | Remaining | Aggregate | ||||||||||
of | Price | Contractual | Intrinsic | ||||||||||
Options | Per Share | Life (in Years) | Value | ||||||||||
Outstanding, June 2, 2012 | 43,000 | $ | 5.93 | ||||||||||
Granted | - | - | |||||||||||
Exercised | - | - | |||||||||||
Forfeited | - | - | |||||||||||
Outstanding, June 1, 2013 | 43,000 | $ | 5.93 | ||||||||||
Granted | - | - | |||||||||||
Exercised | -20,000 | 5.93 | |||||||||||
Forfeited | - | - | |||||||||||
Outstanding, May 31, 2014 | 23,000 | $ | 5.93 | 1.21 | $ | 1,468 | |||||||
Exercisable, May 31, 2014 | 23,000 | $ | 5.93 | 1.21 | $ | 1,468 | |||||||
Summary Of Equity Award Activity | ' | ||||||||||||
Weighted | |||||||||||||
Number | Average | ||||||||||||
of | Grant Date | ||||||||||||
Shares | Fair Value | ||||||||||||
Outstanding, June 1, 2013 | 63,000 | $ | 41.08 | ||||||||||
Granted | 63,600 | 53.53 | |||||||||||
Vested | -2,970 | 45.69 | |||||||||||
Forfeited | -1,030 | 41.08 | |||||||||||
Outstanding, May 31, 2014 | 122,600 | $ | 47.43 | ||||||||||
Schedule Of Liability Award Activity | ' | ||||||||||||
Weighted | |||||||||||||
Weighted | Average | ||||||||||||
Number | Average | Remaining | Aggregate | ||||||||||
Of | Strike Price | Contractual | Intrinsic | ||||||||||
Rights | Per Right | Life (in Years) | Value | ||||||||||
Outstanding, June 2, 2012 | 31,600 | $ | 6.31 | ||||||||||
Granted | - | - | |||||||||||
Exercised | -5,100 | 5.93 | |||||||||||
Forfeited | - | - | |||||||||||
Outstanding, June 1, 2013 | 26,500 | $ | 6.38 | ||||||||||
Granted | - | - | |||||||||||
Exercised | -8,200 | 5.93 | |||||||||||
Forfeited | - | - | |||||||||||
Outstanding, May 31, 2014 | 18,300 | $ | 6.59 | 1.88 | $ | 1,156 | |||||||
Exercisable, May 31, 2014 | 18,300 | $ | 6.59 | 1.88 | $ | 1,156 | |||||||
Option Pricing Assumptions | ' | ||||||||||||
31-May-14 | 1-Jun-13 | 2-Jun-12 | |||||||||||
Risk-free interest rate | 0.10% | 0.13% | 0.17% | ||||||||||
Dividend yield | 1.66% | 2.66% | 3.35% | ||||||||||
Volatility factor of the expected | |||||||||||||
market price of our stock | 37.36% | 23.65% | 14.70% | ||||||||||
Weighted-avg. expected life of the rights | 1 yr. | 1 yr. | 1 yr. | ||||||||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | |||||||||
31-May-14 | ||||||||||
Income Taxes [Abstract] | ' | |||||||||
Tax Expense By Jurisdiction | ' | |||||||||
Fiscal year ended | ||||||||||
31-May | 1-Jun | 2-Jun | ||||||||
2014 | 2013 | 2012 | ||||||||
Current: | ||||||||||
Federal | $ | 38,940 | $ | 28,144 | $ | 37,770 | ||||
State | 5,470 | 2,410 | 6,010 | |||||||
44,410 | 30,554 | 43,780 | ||||||||
Deferred: | ||||||||||
Federal | 6,474 | -4,937 | 4,300 | |||||||
State | 1,151 | -810 | 1,030 | |||||||
7,625 | -5,747 | 5,330 | ||||||||
$ | 52,035 | $ | 24,807 | $ | 49,110 | |||||
Deferred Tax Assets And Liabilities | ' | |||||||||
31-May | 1-Jun | |||||||||
2014 | 2013 | |||||||||
Deferred tax liabilities: | ||||||||||
Property, plant and equipment | $ | 41,393 | $ | 35,108 | ||||||
Cash basis temporary differences | 637 | 817 | ||||||||
Inventories | 34,163 | 32,720 | ||||||||
Investment in affiliates | 487 | 4,248 | ||||||||
Other comprehensive income | 294 | 95 | ||||||||
Other | 3,800 | 3,540 | ||||||||
Total deferred tax liabilities | 80,774 | 76,528 | ||||||||
Deferred tax assets: | ||||||||||
Accrued expenses | 3,122 | 13,957 | ||||||||
Other | 6,699 | 4,157 | ||||||||
Total deferred tax assets | 9,821 | 18,114 | ||||||||
Net deferred tax liabilities | $ | 70,953 | $ | 58,414 | ||||||
Reconciliation Of Effective Tax Expense | ' | |||||||||
Fiscal year end | ||||||||||
31-May | 1-Jun | 2-Jun | ||||||||
2014 | 2013 | 2012 | ||||||||
Statutory federal income tax | $ | 56,435 | $ | 26,331 | $ | 48,595 | ||||
State income taxes, net | 4,303 | 1,040 | 4,576 | |||||||
Domestic manufacturers deduction | -3,810 | -2,860 | -3,596 | |||||||
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 | -143 | -76 | -267 | |||||||
Other, net | -63 | 372 | -198 | |||||||
$ | 52,035 | $ | 24,807 | $ | 49,110 | |||||
Fair_Value_Measures_Tables
Fair Value Measures (Tables) | 12 Months Ended | ||||||||||||
31-May-14 | |||||||||||||
Fair Value Measures [Abstract] | ' | ||||||||||||
Schedule Of Fair Value And Carrying Value Of Borrowings Under Credit Facilities And Long-Term Debt | ' | ||||||||||||
31-May-14 | 1-Jun-13 | ||||||||||||
Carrying Value | Fair Value | Carrying Value | Fair Value | ||||||||||
2.00 – 6.80% Notes payable | $ | 52,676 | $ | 53,387 | $ | 54,239 | $ | 56,237 | |||||
Series A Senior Secured Notes at 5.45% | 8,417 | 8,396 | 10,524 | 10,636 | |||||||||
Note payable-Texas Egg Products, LLC (payable to non-affiliate equity members) | - - | - | 257 | 257 | |||||||||
$ | 61,093 | $ | 61,783 | $ | 65,020 | $ | 67,130 | ||||||
Schedule Of Assets Measured At Fair Value On A Recurring Basis | ' | ||||||||||||
31-May-14 | |||||||||||||
Quoted Prices | |||||||||||||
in Active | Significant | ||||||||||||
Markets for | Other | Significant | |||||||||||
Identical | Observable | Unobservable | |||||||||||
Instruments | Inputs | Inputs | Total | ||||||||||
(Level 1) | (Level 2) | (Level 3) | Balance | ||||||||||
Investment securities available-for-sale | |||||||||||||
State municipal bonds | $ | - | $ | 75,847 | $ | - | $ | 75,847 | |||||
US government obligations | - | 4,061 | - | 4,061 | |||||||||
Corporate bonds | - | 102,685 | - | 102,685 | |||||||||
Commercial paper | - | 3,930 | - | 3,930 | |||||||||
Certificates of deposit | - | 351 | - | 351 | |||||||||
Variable rate demand notes | - | 2,000 | - | 2,000 | |||||||||
Government agency bonds | - | 4,798 | - | 4,798 | |||||||||
Foreign government obligations | - | 1,066 | - | 1,066 | |||||||||
Mutual Funds* | 1,451 | - | - | 1,451 | |||||||||
Total available-for-sale securities at fair value | 1,451 | 194,738 | - | 196,189 | |||||||||
Commodity contracts | - | 1,255 | - | 1,255 | |||||||||
Total assets measured at fair value | $ | 1,451 | $ | 195,993 | $ | - | $ | 197,444 | |||||
Contingent consideration | - | - | 2,985 | 2,985 | |||||||||
Total liabilities measured at fair value | $ | - | $ | - | $ | 2,985 | $ | 2,985 | |||||
*The mutual funds are classified as long term and are a part of “other investments” in the Consolidated Balance Sheet. | |||||||||||||
1-Jun-13 | |||||||||||||
Quoted Prices | |||||||||||||
in Active | Significant | ||||||||||||
Markets for | Other | Significant | |||||||||||
Identical | Observable | Unobservable | |||||||||||
Instruments | Inputs | Inputs | Total | ||||||||||
(Level 1) | (Level 2) | (Level 3) | Balance | ||||||||||
Investment securities available-for-sale | |||||||||||||
State municipal bonds | $ | - | $ | 61,195 | $ | - | $ | 61,195 | |||||
US government obligations | - | 12,377 | - | 12,377 | |||||||||
Corporate bonds | - | 64,383 | - | 64,383 | |||||||||
Certificates of deposit | - | 12,285 | - | 12,285 | |||||||||
Government agency bonds | - | 7,664 | - | 7,664 | |||||||||
Mutual Funds* | 1,026 | - | - | 1,026 | |||||||||
Total assets measured at fair value | $ | 1,026 | $ | 157,904 | $ | - | $ | 158,930 | |||||
Contingent consideration | - | - | 1,250 | 1,250 | |||||||||
Total liabilities measured at fair value | $ | - | $ | - | $ | 1,250 | $ | 1,250 | |||||
*The mutual funds are classified as long term and are a part of “other investments” in the Consolidated Balance Sheet. | |||||||||||||
Changes In Fair Value Of Contingent Consideration | ' | ||||||||||||
Year ended | |||||||||||||
31-May-14 | |||||||||||||
Balance at beginning of year | $ | 1,250 | |||||||||||
Liabilities recognized at acquisition date | - | ||||||||||||
(Gains)/Losses recognized in earnings | 4,359 | ||||||||||||
Payments | -2,624 | ||||||||||||
Balance at end of year | $ | 2,985 | |||||||||||
AvailableForSale_Securities_Cl1
Available-For-Sale Securities - Classified As Current Assets (Tables) | 12 Months Ended | ||||
31-May-14 | |||||
Available-For-Sale Securities - Classified As Current Assets [Abstract] | ' | ||||
Schedule Of Available-For-Sale Securities Classified As Current Assets | ' | ||||
31-May-14 | |||||
Gains in | Losses in | ||||
Accumulated | Accumulated | Estimated | |||
Amortized | Other | Other | Fair | ||
Cost | Comprehensive | Comprehensive | Value | ||
Income | Income | ||||
State municipal bonds | $ 75,659 | $ 188 | $ - | $ 75,847 | |
US government obligations | 4,056 | 5 | - | 4,061 | |
Corporate bonds | 102,587 | 98 | - | 102,685 | |
Commercial paper | 3,927 | 3 | - | 3,930 | |
Certificates of deposit | 350 | 1 | - | 351 | |
Variable rate demand notes | 2,000 | - | - | 2,000 | |
Government agency bonds | 4,791 | 7 | - | 4,798 | |
Foreign government obligations | 1,064 | 2 | - | 1,066 | |
Total current available-for-sale securities | $ 194,434 | $ 304 | $ - | $ 194,738 | |
Mutual funds* | 999 | 452 | - | 1,451 | |
Total noncurrent available-for-sale securities | $ 999 | $ 452 | $ - | $ 1,451 | |
*The mutual funds are classified as long term and are a part of “other investments” in the Consolidated Balance Sheet. | |||||
1-Jun-13 | |||||
Gains in | Losses in | ||||
Accumulated | Accumulated | Estimated | |||
Amortized | Other | Other | Fair | ||
Cost | Comprehensive | Comprehensive | Value | ||
Income | Income | ||||
State municipal bonds | $ | $ 71 | $ - | $ 61,195 | |
61,124 | |||||
US government obligations | 12,378 | - | 1 | 12,377 | |
Corporate bonds | 64,406 | - | 23 | 64,383 | |
Certificates of deposit | 12,280 | 5 | - | 12,285 | |
Government agency bonds | 7,659 | 5 | - | 7,664 | |
Total current available-for-sale securities | $ 157,847 | $ 81 | $ 24 | $ 157,904 | |
Mutual funds* | 721 | 305 | - | 1,026 | |
Total noncurrent available-for-sale securities | $ 721 | $ 305 | $ - | $ 1,026 | |
*The mutual funds are classified as long term and are a part of “other investments” in the Consolidated Balance Sheet. | |||||
Schedule Of Contractual Maturities Of Available-For-Sale Debt Securities | ' | ||||
Estimated Fair Value | |||||
Within one year | $ 88,944 | ||||
After 1-5 years | 105,794 | ||||
After 5-10 years | - | ||||
$ 194,738 | |||||
Quarterly_Financial_Data_Table
Quarterly Financial Data (Tables) | 12 Months Ended | ||||||||
31-May-14 | |||||||||
Quarterly Financial Data [Abstract] | ' | ||||||||
Schedule Of Quarterly Financial Data | ' | ||||||||
Fiscal Year 2014 | |||||||||
First | Second | Third | Fourth | ||||||
Quarter | Quarter | Quarter | Quarter | ||||||
Net sales | $ | 319,528 | $ | 354,275 | $ | 395,522 | $ | 371,582 | |
Gross profit | 44,911 | 74,667 | 91,895 | 91,291 | |||||
Net income attributable to Cal-Maine Foods, Inc. | 8,756 | 26,106 | 42,853 | 31,492 | |||||
Net income per share: | |||||||||
Basic | $ | 0.36 | $ | 1.09 | $ | 1.78 | $ | 1.31 | |
Diluted | $ | 0.36 | $ | 1.08 | $ | 1.77 | $ | 1.30 | |
Fiscal Year 2013 | |||||||||
First | Second | Third | Fourth | ||||||
Quarter | Quarter | Quarter | Quarter* | ||||||
Net sales | $ | 272,928 | $ | 328,870 | $ | 360,373 | $ | 325,933 | |
Gross profit | 44,715 | 51,298 | 67,047 | 51,489 | |||||
Net income attributable to Cal-Maine Foods, Inc. | 9,415 | 14,290 | 30,551 | -3,833 | |||||
Net income per share: | |||||||||
Basic | $ | 0.39 | $ | 0.60 | $ | 1.27 | $ | -0.16 | |
Diluted | $ | 0.39 | $ | 0.60 | $ | 1.27 | $ | -0.16 | |
*Fourth quarter fiscal 2013 results include a legal settlement expense of $17.0 million, or $0.71 per basic share, after tax (see Note 14). | |||||||||
Derivative_Financial_Instrumen1
Derivative Financial Instruments (Tables) | 12 Months Ended | |||
31-May-14 | ||||
Derivative Financial Instruments [Abstract] | ' | |||
Schedule Of Fair Value Of All Derivative Instruments Outstanding | ' | |||
Contracts outstanding at period end | ||||
Commodity | Units | Fair Value | ||
Corn | 3,450 | bushels | $ | |
285 | ||||
Soybean meal | 36 | tons | $ | |
970 | ||||
Significant_Accounting_Policie3
Significant Accounting Policies (Narrative) (Details) (USD $) | 12 Months Ended | ||
31-May-14 | Jun. 01, 2013 | Jun. 02, 2012 | |
Significant Accounting Policies [Line Items] | ' | ' | ' |
Maximum amount of cash insured by the FDIC | $250,000 | ' | ' |
Checks outstanding in excess of related book cash balances | 1,500,000 | 9,600,000 | ' |
Available-for-sale securities unrealized lossed included in AOCI | 460,000 | 220,000 | ' |
Investment securities available-for-sale, current | 194,738,000 | 157,904,000 | ' |
Trade receivables | 82,978,000 | 79,352,000 | ' |
Allowance for doubtful accounts | 430,000 | 771,000 | ' |
Percentage of bad debts recognized at sixty days past due | 100.00% | ' | ' |
Threshold period past due for bad debt | '60 days | ' | ' |
Impairment of note receivable | ' | 912,000 | ' |
Current amount of receivables | 428,000 | 428,000 | ' |
Long-term amount of receivables | 211,000 | 565,000 | ' |
Growing period | '154 days | ' | ' |
Dividends paid to shareholder of record number of days after quarter | '60 days | ' | ' |
Dividends paid to shareholder of record number of days after yearend | '70 days | ' | ' |
Number of days after record dividends payable | '15 days | ' | ' |
Dividends payable | 10,500,000 | 0 | ' |
Delivery costs | 43,000,000 | 38,100,000 | 35,200,000 |
Advertising expense | $8,500,000 | $5,100,000 | $4,200,000 |
Sales Revenue, Net [Member] | ' | ' | ' |
Significant Accounting Policies [Line Items] | ' | ' | ' |
Number of major customers | 2 | 2 | 2 |
Accounts Receivable [Member] | ' | ' | ' |
Significant Accounting Policies [Line Items] | ' | ' | ' |
Number of major customers | 2 | 2 | ' |
Two Affiliated Customers [Member] | Sales Revenue, Net [Member] | ' | ' | ' |
Significant Accounting Policies [Line Items] | ' | ' | ' |
Trade receivables concentration percentage | 28.20% | 30.00% | 31.30% |
Two Affiliated Customers [Member] | Accounts Receivable [Member] | ' | ' | ' |
Significant Accounting Policies [Line Items] | ' | ' | ' |
Trade receivables concentration percentage | 28.00% | 28.00% | ' |
Minimum [Member] | ' | ' | ' |
Significant Accounting Policies [Line Items] | ' | ' | ' |
Flock cost amortization period | '1 year | ' | ' |
Intangible assets estimated useful life | '3 years | ' | ' |
Minimum [Member] | Building and Improvements [Member] | ' | ' | ' |
Significant Accounting Policies [Line Items] | ' | ' | ' |
Property, plant and equipment useful life | '15 years | ' | ' |
Minimum [Member] | Machinery and Equipment [Member] | ' | ' | ' |
Significant Accounting Policies [Line Items] | ' | ' | ' |
Property, plant and equipment useful life | '3 years | ' | ' |
Maximum [Member] | ' | ' | ' |
Significant Accounting Policies [Line Items] | ' | ' | ' |
Flock cost amortization period | '2 years | ' | ' |
Intangible assets estimated useful life | '25 years | ' | ' |
Maximum [Member] | Building and Improvements [Member] | ' | ' | ' |
Significant Accounting Policies [Line Items] | ' | ' | ' |
Property, plant and equipment useful life | '25 years | ' | ' |
Maximum [Member] | Machinery and Equipment [Member] | ' | ' | ' |
Significant Accounting Policies [Line Items] | ' | ' | ' |
Property, plant and equipment useful life | '12 years | ' | ' |
Significant_Accounting_Policie4
Significant Accounting Policies (Schedule Of Notes Receivable By Maturity) (Details) (USD $) | 31-May-14 | Jun. 01, 2013 |
In Thousands, unless otherwise specified | ||
Significant Accounting Policies [Abstract] | ' | ' |
2015 | $428 | $428 |
2016 | 211 | ' |
Total | $639 | ' |
Significant_Accounting_Policie5
Significant Accounting Policies (Schedule Of Computations Of Earnings Per Share) (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||||||||||
In Thousands, except Per Share data, unless otherwise specified | 31-May-14 | Mar. 01, 2014 | Nov. 30, 2013 | Aug. 31, 2013 | Jun. 01, 2013 | Mar. 02, 2013 | Dec. 01, 2012 | Sep. 01, 2012 | 31-May-14 | Jun. 01, 2013 | Jun. 02, 2012 | |
Significant Accounting Policies [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Net income (loss) attributable to Cal-Maine Foods, Inc. | $31,492 | $42,853 | $26,106 | $8,756 | ($3,833) | [1] | $30,551 | $14,290 | $9,415 | $109,207 | $50,423 | $89,735 |
Basic weighted-average common shares | ' | ' | ' | ' | ' | ' | ' | ' | 24,047 | 23,983 | 23,875 | |
Effect of dilutive sercurities, Common stock option and restricted stock | ' | ' | ' | ' | ' | ' | ' | ' | 101 | 61 | 67 | |
Dilutive potential common shares | ' | ' | ' | ' | ' | ' | ' | ' | 24,148 | 24,044 | 23,942 | |
Basic | $1.31 | $1.78 | $1.09 | $0.36 | ($0.16) | [1] | $1.27 | $0.60 | $0.39 | $4.54 | $2.10 | $3.76 |
Diluted | $1.30 | $1.77 | $1.08 | $0.36 | ($0.16) | [1] | $1.27 | $0.60 | $0.39 | $4.52 | $2.10 | $3.75 |
[1] | Fourth quarter fiscal 2013 results include a legal settlement expense of $17.0 million, or $0.71 per basic share, after tax (see Note 14). |
Acquisition_Narrative_Details
Acquisition (Narrative) (Details) (USD $) | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | ||||||
Share data in Thousands, unless otherwise specified | 31-May-14 | Jun. 01, 2013 | Jun. 02, 2012 | Mar. 01, 2014 | 31-May-14 | Aug. 10, 2012 | Nov. 15, 2012 | Mar. 01, 2014 | Mar. 01, 2014 | 31-May-14 | 31-May-14 |
Delta Egg Farm, LLC [Member] | Delta Egg Farm, LLC [Member] | Pilgrim's Pride Corp. [Member] | Maxim Production Co [Member] | Delta, Utah [Member] | Chase, Kansas [Member] | Right Of Use Intangible [Member] | Water Rights [Member] | ||||
property | item | Delta Egg Farm, LLC [Member] | Delta Egg Farm, LLC [Member] | ||||||||
item | property | item | item | ||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Acquisition date | ' | ' | ' | 1-Mar-14 | ' | 10-Aug-12 | 15-Nov-12 | ' | ' | ' | ' |
Percentage of voting interest acquired | ' | ' | ' | 50.00% | ' | 13.60% | 21.80% | ' | ' | ' | ' |
Purchase price | ' | ' | ' | $17,000,000 | ' | $16,300,000 | $64,900,000 | ' | ' | ' | ' |
Cash paid for acquisition | 2,624,000 | ' | ' | ' | ' | ' | 58,600,000 | ' | ' | ' | ' |
Previous ownership interest of purchase | ' | ' | ' | 50.00% | ' | ' | ' | ' | ' | ' | ' |
Non-recurring, non-cash gain for excess purchase price over carrying value | ' | ' | ' | 4,000,000 | ' | ' | ' | ' | ' | ' | ' |
Reduction in tax expense | ' | ' | ' | ' | -1,500,000 | ' | ' | ' | ' | ' | ' |
Decrease in deferred tax liability | 3,800,000 | 3,540,000 | ' | ' | -3,300,000 | ' | ' | ' | ' | ' | ' |
Number of laying hens | ' | ' | ' | ' | ' | ' | ' | 1,200,000 | 400,000 | ' | ' |
Other Intangibles, Finite-Lived, Additions | ' | ' | ' | ' | ' | ' | ' | ' | ' | 191,000 | ' |
Other Intangibles, Indefinite-Lived, Additions | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 720,000 |
Trade receivables acquired | 2,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Useful life | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | ' |
Shares issued to entity | ' | ' | ' | ' | ' | ' | 114,103 | ' | ' | ' | ' |
Earn-out contingency | ' | ' | ' | ' | ' | 2,500,000 | 4,400,000 | ' | ' | ' | ' |
Revenues | ' | ' | ' | ' | 4,700,000 | ' | ' | ' | ' | ' | ' |
Net income | $109,807,000 | $50,761,000 | $89,967,000 | ' | $1,300,000 | ' | ' | ' | ' | ' | ' |
Number of production complexes acquired | ' | ' | ' | ' | ' | 2 | 2 | ' | ' | ' | ' |
Number of contract laying hens | ' | ' | ' | ' | ' | 1,400,000 | 3,500,000 | ' | ' | ' | ' |
Interest held in TEP | ' | ' | ' | ' | ' | ' | 72.10% | ' | ' | ' | ' |
Acquisition_Schedule_Of_Purcha
Acquisition (Schedule Of Purchase Price Allocation) (Details) (USD $) | 31-May-14 | Jun. 01, 2013 | Jun. 02, 2012 |
In Thousands, unless otherwise specified | |||
Business Acquisition [Line Items] | ' | ' | ' |
Goodwill | $29,196 | $24,417 | $22,117 |
Delta Egg Farm, LLC [Member] | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' |
Cash and cash equivalents | 5,452 | ' | ' |
Investment securities available for sale | 1,973 | ' | ' |
Inventories | 7,033 | ' | ' |
Property, plant and equipment | 24,767 | ' | ' |
Other intangible assets | 911 | ' | ' |
Goodwill | 4,779 | ' | ' |
Other current assets | 2,824 | ' | ' |
Current liabilities | -3,677 | ' | ' |
Long-term debt | -5,301 | ' | ' |
Deferred income taxes | -4,761 | ' | ' |
Total assets and liabilities acquired | $34,000 | ' | ' |
Acquisition_Proforma_Schedule_
Acquisition (Proforma Schedule Of Operations) (Details) (USD $) | 12 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Jun. 01, 2013 | Jun. 02, 2012 |
Acquisition [Abstract] | ' | ' |
Net sales | $1,344,279 | $1,241,475 |
Net income attributable to Cal-Maine Foods, Inc. | $50,053 | $93,449 |
Basic net income per share | $2.09 | $3.91 |
Diluted net income per share | $2.08 | $3.90 |
Investment_In_Affiliates_Narra
Investment In Affiliates (Narrative) (Details) (USD $) | 12 Months Ended | ||
31-May-14 | Jun. 01, 2013 | Jun. 02, 2012 | |
Investments in and Advances to Affiliates [Line Items] | ' | ' | ' |
Investments in affiliates, recorded using the equity method of accounting | $3,500,000 | $17,700,000 | ' |
Equity in income of affiliates | 3,512,000 | 3,480,000 | 7,495,000 |
Specialty Eggs LLC [Member] | ' | ' | ' |
Investments in and Advances to Affiliates [Line Items] | ' | ' | ' |
Ownership percentage | 50.00% | ' | ' |
Delta Egg Farm, LLC [Member] | ' | ' | ' |
Investments in and Advances to Affiliates [Line Items] | ' | ' | ' |
Ownership percentage | ' | 50.00% | ' |
Percentage of voting interest acquired | 50.00% | ' | ' |
Dallas Reinsurance, Co., LTD [Member] | ' | ' | ' |
Investments in and Advances to Affiliates [Line Items] | ' | ' | ' |
Ownership percentage | 50.00% | ' | ' |
Egg-Land's Best, Inc. [Member] | ' | ' | ' |
Investments in and Advances to Affiliates [Line Items] | ' | ' | ' |
Carrying value of cost method investment | $768,000 | $768,000 | ' |
Land O' Lakes, Inc. [Member] | Egg-Land's Best, Inc. [Member] | ' | ' | ' |
Investments in and Advances to Affiliates [Line Items] | ' | ' | ' |
Ownership interest by other owner | 50.00% | ' | ' |
Investment_In_Affiliates_Sched
Investment In Affiliates (Schedule Of Transactions With Unconsolidated Affiliates) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | 31-May-14 | Jun. 01, 2013 | Jun. 02, 2012 |
Investment In Affiliates [Abstract] | ' | ' | ' |
Sales to affiliates | $44,798 | $43,270 | $37,930 |
Purchases from affiliates | 74,325 | 71,325 | 69,108 |
Dividends from affiliates | 4,650 | 5,875 | 4,850 |
Accounts receivable from affiliates | 2,619 | 3,319 | ' |
Accounts payable to affiliates | $3,720 | $3,056 | ' |
Inventories_Schedule_Of_Invent
Inventories (Schedule Of Inventories) (Details) (USD $) | 31-May-14 | Jun. 01, 2013 |
In Thousands, unless otherwise specified | ||
Inventories [Abstract] | ' | ' |
Flocks | $90,152 | $83,894 |
Eggs | 11,747 | 13,694 |
Feed and supplies | 44,218 | 50,405 |
Total inventories | $146,117 | $147,993 |
Inventories_Schedule_Of_Flock_
Inventories (Schedule Of Flock Costs) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | 31-May-14 | Jun. 01, 2013 | Jun. 02, 2012 |
Inventories [Abstract] | ' | ' | ' |
Amortization | $98,556 | $88,601 | $87,532 |
Mortality | 4,890 | 4,670 | 4,865 |
Total flock costs charge to cost of sales | $103,446 | $93,271 | $92,397 |
Prepaid_Expenses_And_Other_Cur2
Prepaid Expenses And Other Current Assets (Details) (USD $) | 31-May-14 | Jun. 01, 2013 |
In Thousands, unless otherwise specified | ||
Prepaid Expenses And Other Current Assets [Abstract] | ' | ' |
Prepaid insurance | $1,029 | $1,110 |
Other prepaid expenses | 116 | 234 |
Other current assets | 1,356 | 70 |
Prepaid expenses and other current assets | $2,501 | $1,414 |
Goodwill_And_Other_Intangible_2
Goodwill And Other Intangible Assets (Narrative) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | 31-May-14 | Jun. 01, 2013 | Jun. 02, 2012 |
Goodwill And Other Intangible Assets [Abstract] | ' | ' | ' |
Aggregate amortization expense for intangible assets | $2,814 | $2,546 | $2,000 |
Goodwill_And_Other_Intangible_3
Goodwill And Other Intangible Assets (Schedule Of Goodwill And Other Intangible Assets) (Details) (USD $) | 12 Months Ended | |||
In Thousands, unless otherwise specified | 31-May-14 | Jun. 01, 2013 | Jun. 02, 2012 | |
Schedule of Finite-Lived And Indefinite-Lived Intangible Assets [Line Items] | ' | ' | ' | |
Goodwill, Balance | $24,417 | $22,117 | ' | |
Goodwill, Additions | 4,779 | 2,300 | ' | |
Goodwill, Balance | 29,196 | 24,417 | 22,117 | |
Other intangibles, Balance | 12,326 | 8,028 | ' | |
Other intangibles, Additions | 911 | 6,844 | ' | |
Other intangibles, Amortization | -2,814 | -2,546 | -2,000 | |
Other Intangibles, Finite-Lived, Balance | 9,702 | ' | ' | |
Other intangibles, Balance | 10,423 | 12,326 | 8,028 | |
Water Rights [Member] | ' | ' | ' | |
Schedule of Finite-Lived And Indefinite-Lived Intangible Assets [Line Items] | ' | ' | ' | |
Other Intangibles, Indefinite-Lived, Additions | 720 | ' | ' | |
Other Intangibles, Indefinite-Lived, Balance | 720 | [1] | ' | ' |
Franchise Rights [Member] | ' | ' | ' | |
Schedule of Finite-Lived And Indefinite-Lived Intangible Assets [Line Items] | ' | ' | ' | |
Other Intangibles, Finite-Lived, Balance | 1,831 | 2,352 | ' | |
Other intangibles, Amortization | -477 | -521 | ' | |
Other Intangibles, Finite-Lived, Balance | 1,354 | 1,831 | ' | |
Customer Relationships [Member] | ' | ' | ' | |
Schedule of Finite-Lived And Indefinite-Lived Intangible Assets [Line Items] | ' | ' | ' | |
Other Intangibles, Finite-Lived, Balance | 10,407 | 5,676 | ' | |
Other Intangibles, Finite-Lived, Additions | ' | 6,744 | ' | |
Other intangibles, Amortization | -2,317 | -2,013 | ' | |
Other Intangibles, Finite-Lived, Balance | 8,090 | 10,407 | ' | |
Non-compete Agreements [Member] | ' | ' | ' | |
Schedule of Finite-Lived And Indefinite-Lived Intangible Assets [Line Items] | ' | ' | ' | |
Other Intangibles, Finite-Lived, Balance | 88 | ' | ' | |
Other Intangibles, Finite-Lived, Additions | ' | 100 | ' | |
Other intangibles, Amortization | -20 | -12 | ' | |
Other Intangibles, Finite-Lived, Balance | 68 | 88 | ' | |
Right Of Use Intangible [Member] | ' | ' | ' | |
Schedule of Finite-Lived And Indefinite-Lived Intangible Assets [Line Items] | ' | ' | ' | |
Other Intangibles, Finite-Lived, Additions | 191 | ' | ' | |
Other Intangibles, Finite-Lived, Balance | $191 | ' | ' | |
[1] | Water rights are an indefinite life intangible asset. |
Goodwill_And_Other_Intangible_4
Goodwill And Other Intangible Assets (Schedule Of Other Intangibles) (Details) (USD $) | 31-May-14 | Jun. 01, 2013 | |
In Thousands, unless otherwise specified | |||
Schedule of Finite-Lived And Indefinite-Lived Intangible Assets [Line Items] | ' | ' | |
Gross carrying amount | $23,939 | $23,028 | |
Accumulated amortization | -13,516 | -10,702 | |
Franchise Rights [Member] | ' | ' | |
Schedule of Finite-Lived And Indefinite-Lived Intangible Assets [Line Items] | ' | ' | |
Gross carrying amount, finite-lived | 5,284 | 5,284 | |
Accumulated amortization | -3,930 | -3,453 | |
Customer Relationships [Member] | ' | ' | |
Schedule of Finite-Lived And Indefinite-Lived Intangible Assets [Line Items] | ' | ' | |
Gross carrying amount, finite-lived | 17,644 | 17,644 | |
Accumulated amortization | -9,554 | -7,237 | |
Non-compete Agreements [Member] | ' | ' | |
Schedule of Finite-Lived And Indefinite-Lived Intangible Assets [Line Items] | ' | ' | |
Gross carrying amount, finite-lived | 100 | 100 | |
Accumulated amortization | -32 | -12 | |
Right Of Use Intangible [Member] | ' | ' | |
Schedule of Finite-Lived And Indefinite-Lived Intangible Assets [Line Items] | ' | ' | |
Gross carrying amount, finite-lived | 191 | ' | |
Water Rights [Member] | ' | ' | |
Schedule of Finite-Lived And Indefinite-Lived Intangible Assets [Line Items] | ' | ' | |
Gross carrying amount, indefinite-lived | $720 | [1] | ' |
[1] | Water rights are an indefinite life intangible asset. |
Goodwill_And_Other_Intangible_5
Goodwill And Other Intangible Assets (Schedule Of Estimated Amortization Of Intangible Assets) (Details) (USD $) | 31-May-14 |
In Thousands, unless otherwise specified | |
Goodwill And Other Intangible Assets [Abstract] | ' |
2015 | $2,745 |
2016 | 2,643 |
2017 | 1,163 |
2018 | 936 |
2019 | 911 |
Thereafter | 1,304 |
Total | $9,702 |
Property_Plant_And_Equipment_N
Property, Plant And Equipment (Narrative) (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||
In Millions, unless otherwise specified | Nov. 30, 2013 | 31-May-14 | Jun. 01, 2013 | Jun. 02, 2012 |
property | ||||
Property, Plant and Equipment [Line Items] | ' | ' | ' | ' |
Depreciation expense | ' | $33.50 | $31.20 | $28.30 |
Number of pullet houses destroyed | 2 | ' | ' | ' |
Shady Dale Georgia [Member] | ' | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' | ' |
Proceeds from insurance settlement | ' | ' | ' | 3.7 |
Reimbursement of inventory written off | ' | ' | ' | 1.1 |
Shady Dale Georgia [Member] | Cost Of Sales [Member] | ' | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' | ' |
Business interruption gains | ' | ' | ' | 1.6 |
Shady Dale Georgia [Member] | Other Income (Expense) [Member] | ' | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' | ' |
Gain on property damage insurance claim | ' | ' | ' | $1 |
Property_Plant_And_Equipment_S
Property, Plant And Equipment (Schedule Of Property, Plant And Equipment) (Details) (USD $) | 31-May-14 | Jun. 01, 2013 |
In Thousands, unless otherwise specified | ||
Property, Plant and Equipment [Line Items] | ' | ' |
Property, plant and equipment gross | $675,724 | $600,045 |
Less: accumulated depreciation | 360,789 | 334,037 |
Property, plant and equipment, net | 314,935 | 266,008 |
Land and Improvements [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, plant and equipment gross | 74,999 | 71,815 |
Building and Improvements [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, plant and equipment gross | 244,782 | 223,745 |
Machinery and Equipment [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, plant and equipment gross | 323,117 | 288,391 |
Construction-in-Progress [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, plant and equipment gross | $32,826 | $16,094 |
Leases_Narrative_Details
Leases (Narrative) (Details) (USD $) | 12 Months Ended | ||
31-May-14 | Jun. 01, 2013 | Jun. 02, 2012 | |
Leases [Abstract] | ' | ' | ' |
Rent expense | $2,700,000 | $2,900,000 | $2,900,000 |
Vehicle rent included in rent expense | $174,000 | $382,000 | $538,000 |
Leases_Schedule_Of_Future_Mini
Leases (Schedule Of Future Minimum Operating Lease) (Details) (USD $) | 31-May-14 |
In Thousands, unless otherwise specified | |
Leases [Abstract] | ' |
2015 | $492 |
2016 | 454 |
2017 | 401 |
2018 | 270 |
2019 | 18 |
Total minimum lease payments | $1,635 |
Credit_Facilities_And_LongTerm2
Credit Facilities And Long-Term Debt (Narrative) (Details) (USD $) | 12 Months Ended | ||
31-May-14 | Jun. 01, 2013 | Jun. 02, 2012 | |
Credit Facilities And Long-Term Debt [Abstract] | ' | ' | ' |
Debt Instrument, Covenant Description | '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. | ' | ' |
Debt Instrument, Restrictive Covenants, Minimum Working Capital Ratio | 1.25 | ' | ' |
Debt Instrument, Restrictive Covenants, Cumulative Net Income Percentage | 45.00% | ' | ' |
Debt Instrument, Restrictive Covenants, Minimum Tangible Net Worth | $90,000,000 | ' | ' |
Debt Instrument, Restrictive Covenants, Maximum Dividends as a Percentage of Prior Year Net Income | 33.33% | ' | ' |
Debt Instrument, Restrictive Covenants, Funded Debt to Total Capitalization | 55.00% | ' | ' |
Debt Instrument, Restrictive Covenants, Minimum Current Ratio | 1.25 | ' | ' |
Debt Instrument, Covenant Compliance | 'At May 31, 2014, we were in compliance with the financial covenant requirements of all loan agreements | ' | ' |
Debt Instrument, Restrictive Covenants, Minimum Voting Ownership Percentage | 50.00% | ' | ' |
Interest Costs Incurred | 3,100,000 | 3,900,000 | 4,600,000 |
Interest Costs Capitalized | $603,000 | $383,000 | $150,000 |
Credit_Facilities_And_LongTerm3
Credit Facilities And Long-Term Debt (Schedule Of Long-term Debt Instruments) (Details) (USD $) | 12 Months Ended | |
31-May-14 | Jun. 01, 2013 | |
Debt Instrument [Line Items] | ' | ' |
Total debt | $61,093,000 | $65,020,000 |
Less: current maturities | 10,216,000 | 10,373,000 |
Long-term debt, less current maturities | 50,877,000 | 54,647,000 |
Note payable at 6.20%, due in monthly principal installments of $250,000, plus interest, maturing in 2019 [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Total debt | 16,500,000 | 19,500,000 |
Interest rate | 6.20% | ' |
Principal installment | 250,000 | ' |
Maturity year | '2019 | ' |
Note payable at 5.99%, due in monthly principal installments of $150,000, plus interest, maturing in 2021 [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Total debt | 14,500,000 | 16,300,000 |
Interest rate | 5.99% | ' |
Principal installment | 150,000 | ' |
Maturity year | '2021 | ' |
Note payable at 6.35%, due in monthly principal installments of $100,000, plus interest, maturing in 2017 [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Total debt | 11,500,000 | 12,700,000 |
Interest rate | 6.35% | ' |
Principal installment | 100,000 | ' |
Maturity year | '2017 | ' |
Series A Senior Secured Notes at 5.45%, due in monthly principal installments of $175,500, plus interest, maturing in 2018 [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Total debt | 8,417,000 | 10,524,000 |
Interest rate | 5.45% | ' |
Principal installment | 175,500 | ' |
Maturity year | '2018 | ' |
Note payable at 5.40%, due in monthly principal installments of $125,000, plus interest, maturing in 2018 [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Total debt | 6,250,000 | ' |
Interest rate | 5.40% | ' |
Principal installment | 125,000 | ' |
Maturity year | '2018 | ' |
Note payable at 6.40%, due in monthly principal installments of $35,000, plus interest, maturing in 2018 [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Total debt | 3,560,000 | 3,980,000 |
Interest rate | 6.40% | ' |
Principal installment | 35,000 | ' |
Maturity year | '2018 | ' |
Note payable at 2.00%, due in semi-annual principal installments of $20,790, plus interest, maturing in 2019 [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Total debt | 197,000 | ' |
Interest rate | 2.00% | ' |
Principal installment | 20,790 | ' |
Maturity year | '2019 | ' |
Note payable at 6.80%, due in monthly principal installments of $165,000, plus interest, maturing in 2014 [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Total debt | ' | 1,190,000 |
Interest rate | 6.80% | ' |
Principal installment | 165,000 | ' |
Maturity year | '2014 | ' |
Note payable at 6.07%, due in monthly principal installments of $33,300, plus interest, maturing in 2015 [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Total debt | 169,000 | 569,000 |
Interest rate | 6.07% | ' |
Principal installment | 33,300 | ' |
Maturity year | '2015 | ' |
Note payable-Texas Egg Products, LLC [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Total debt | ' | $257,000 |
Credit_Facilities_And_LongTerm4
Credit Facilities And Long-Term Debt (Schedule Of Maturities Of Long-term Debt) (Details) (USD $) | 31-May-14 | Jun. 01, 2013 |
In Thousands, unless otherwise specified | ||
Credit Facilities And Long-Term Debt [Abstract] | ' | ' |
2015 | $10,216 | ' |
2016 | 10,082 | ' |
2017 | 20,265 | ' |
2018 | 8,439 | ' |
2019 | 5,091 | ' |
Thereafter | 7,000 | ' |
Long-term Debt | $61,093 | $65,020 |
Employee_Benefit_Plans_Narrati
Employee Benefit Plans (Narrative) (Details) (USD $) | 12 Months Ended | ||
31-May-14 | Jun. 01, 2013 | Jun. 02, 2012 | |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' |
Medical plan expense | $9,800,000 | $7,400,000 | $7,300,000 |
Liability recorded for incurred but not reported claims | 700,000 | 600,000 | ' |
Company matching contribution percentage | ' | ' | 3.00% |
Company cash contribution | ' | 1,800,000 | 1,900,000 |
Deferred compensation expense | 425,000 | 786,000 | 193,000 |
Payments made under plan | 50,000 | 50,000 | 50,000 |
Liability related to deferred compensation agreements | 1,700,000 | 1,700,000 | ' |
Postretirement expense liability | 683,000 | 819,000 | ' |
2006 Plan [Member] | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' |
Awards issued under deferred compensation plan | 202,000 | 156,000 | 129,000 |
Payments made under plan | 0 | 106,000 | ' |
Liability related to deferred compensation agreements | 1,500,000 | 1,000,000 | ' |
KSOP [Member] | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' |
Company cash contribution | $3,000,000 | ' | ' |
Stock_Compensation_Plans_Detai
Stock Compensation Plans (Details) (USD $) | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | ||||||||||
31-May-14 | Jun. 01, 2013 | Jun. 02, 2012 | Aug. 17, 2005 | Jul. 28, 2005 | Jul. 28, 2005 | Jan. 15, 2014 | Jan. 15, 2013 | 31-May-14 | Jun. 01, 2013 | Oct. 05, 2012 | Aug. 24, 2006 | Aug. 26, 2005 | Aug. 17, 2005 | |
2005 Incentive Stock Option Plan [Member] | 2005 Incentive Stock Option Plan [Member] | Stock Appreciation Rights Plan [Member] | 2012 Omnibus Long-Term Incentive Plan [Member] | 2012 Omnibus Long-Term Incentive Plan [Member] | 2012 Omnibus Long-Term Incentive Plan [Member] | 2012 Omnibus Long-Term Incentive Plan [Member] | 2012 Omnibus Long-Term Incentive Plan [Member] | Stock Appreciation Rights (SARs) [Member] | Stock Appreciation Rights (SARs) [Member] | Stock Appreciation Rights (SARs) [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares reserved for issuance | ' | ' | ' | ' | 500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Term | ' | ' | ' | '10 years | '10 years | '10 years | ' | ' | ' | ' | ' | ' | ' | ' |
Vesting period | ' | ' | ' | '5 years | '5 years | '5 years | '3 years | '3 years | ' | ' | ' | ' | ' | ' |
Shares issued | ' | ' | ' | 360,000 | ' | ' | ' | ' | ' | ' | ' | 15,000 | 22,500 | 592,500 |
Exercise price | $5.93 | $5.93 | $5.93 | $5.93 | ' | ' | ' | ' | ' | ' | ' | $6.93 | $6.71 | $5.93 |
Incentive plan share authorized | ' | ' | ' | ' | ' | 1,000,000 | ' | ' | ' | ' | 500,000 | ' | ' | ' |
Shares issued from treasury | ' | ' | ' | ' | ' | ' | 63,000 | 63,600 | ' | ' | ' | ' | ' | ' |
Unrecognized compensation expense | ' | ' | ' | ' | ' | ' | ' | ' | $4,300,000 | $2,000,000 | ' | ' | ' | ' |
Weighted average period of unrecognized compensation expense | ' | ' | ' | ' | ' | ' | ' | ' | '2 years 1 month 21 days | ' | ' | ' | ' | ' |
Stock based compensation expense (benefit) | 1,300,000 | 291,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Allocated share based compensation expense (benefit) for liability awards | 521,000 | 312,000 | 502,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Intrinsic value of stock options exercised | 911,000 | 0 | 1,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of unexercised liability awards | 1,100,000 | 986,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payments for liability awards exercised | $373,000 | $192,000 | $1,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock_Compensation_Plans_Summa
Stock Compensation Plans (Summary Of Stock Option Activity) (Details) (USD $) | 12 Months Ended | |
31-May-14 | Jun. 02, 2012 | |
Stock Compensation Plans [Abstract] | ' | ' |
Number of options, beginning balance | 43,000 | 43,000 |
Proceeds from stock option exercise, shares | -20,000 | ' |
Number of options, ending balance | 23,000 | 43,000 |
Number of options, exercisable | 23,000 | ' |
Weighted exercise price per share, beginning balance | $5.93 | $5.93 |
Weighted exercise price per share, exercised | $5.93 | ' |
Weighted exercise price per share, ending balance | $5.93 | $5.93 |
Weighted exercise price per share, exercisable | $5.93 | ' |
Weighted average remaining contractual life, outstanding | '1 year 2 months 16 days | ' |
Weighted average remaining contractual life, exercisable | '1 year 2 months 16 days | ' |
Aggregate intrinsic value, outstanding | $1,468,000 | ' |
Aggregate intrinsic value, exercisable | $1,468,000 | ' |
Stock_Compensation_Plans_Summa1
Stock Compensation Plans (Summary Of Equity Award Activity) (Details) (USD $) | 12 Months Ended |
31-May-14 | |
Stock Compensation Plans [Abstract] | ' |
Outstanding, Beginning Balance | 63,000 |
Granted | 63,600 |
Vested | -2,970 |
Forfeited | -1,030 |
Outstanding, Ending Balance | 122,600 |
Weighted average grant date fair value, Outstanding, Beginning Balance | $41.08 |
Weighted average grant date fair value, granted | $53.53 |
Weighted average grant date fair value, vested | $45.69 |
Weighted average grant date fair value, forfeited | $41.08 |
Weighted average grant date fair value, Outstanding, Ending Balance | $47.43 |
Stock_Compensation_Plans_Summa2
Stock Compensation Plans (Summary Of Liability Award Activity) (Details) (USD $) | 12 Months Ended | |
31-May-14 | Jun. 01, 2013 | |
Stock Compensation Plans [Abstract] | ' | ' |
Rights outstanding, beginning balance | 26,500 | 31,600 |
Rights exercised | -8,200 | -5,100 |
Rights outstanding, ending balance | 18,300 | 26,500 |
Right exercisable | 18,300 | ' |
Weighted average strike price per right, outstanding, beginning balance | $6.38 | $6.31 |
Weighted average strike price per right, exercised | $5.93 | $5.93 |
Weighted average strike price per right, outstanding, ending balance | $6.59 | $6.38 |
Weighted average strike price per right, exercisable | $6.59 | ' |
Weighted average remaining contractual life, outstanding | '1 year 10 months 17 days | ' |
Weighted average remaining contractual life, exercisable | '1 year 10 months 17 days | ' |
Aggregate intrinsic value, outstanding | $1,156,000 | ' |
Aggregate intrinsic value, exercisable | $1,156,000 | ' |
Stock_Compensation_Plans_Optio
Stock Compensation Plans (Option Pricing Assumptions) (Details) | 12 Months Ended | ||
31-May-14 | Jun. 01, 2013 | Jun. 02, 2012 | |
Stock Compensation Plans [Abstract] | ' | ' | ' |
Risk-free interest rate | 0.10% | 0.13% | 0.17% |
Dividend yield | 1.66% | 2.66% | 3.35% |
Volatility factor of the expected market price of our stock | 37.36% | 23.65% | 14.70% |
Weighted-avg. expected life of the rights | '1 year | '1 year | '1 year |
Income_Taxes_Narrative_Details
Income Taxes (Narrative) (Details) (USD $) | 12 Months Ended | ||
31-May-14 | Jun. 01, 2013 | Jun. 02, 2012 | |
Income Taxes [Abstract] | ' | ' | ' |
Taxpayer Relief Act of 1997, cash basis temporary differences, payable period | '20 years | ' | ' |
Federal and state taxes paid | $41,600,000 | $42,700,000 | $27,100,000 |
Federal and state taxes refunded | 0 | 12,000 | 510,000 |
Significant unrecognized tax benefits | ' | $0 | $0 |
Income_Taxes_Tax_Expense_By_Ju
Income Taxes (Tax Expense By Jurisdiction) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | 31-May-14 | Jun. 01, 2013 | Jun. 02, 2012 |
Income Taxes [Abstract] | ' | ' | ' |
Current federal income tax expense (benefit) | $38,940 | $28,144 | $37,770 |
Current state income tax expense (benefit) | 5,470 | 2,410 | 6,010 |
Total current income tax expense (benefit) | 44,410 | 30,554 | 43,780 |
Deferred federal income tax expense (benefit) | 6,474 | -4,937 | 4,300 |
Deferred state income tax expense (benefit) | 1,151 | -810 | 1,030 |
Deferred Income Tax Expense (Benefit), Total | 7,625 | -5,747 | 5,330 |
Income Tax Expense | $52,035 | $24,807 | $49,110 |
Income_Taxes_Deferred_Tax_Asse
Income Taxes (Deferred Tax Assets And Liabilities) (Details) (USD $) | 31-May-14 | Jun. 01, 2013 |
In Thousands, unless otherwise specified | ||
Income Taxes [Abstract] | ' | ' |
Property, plant and equipment | $41,393 | $35,108 |
Cash basis temporary differences | 637 | 817 |
Inventories | 34,163 | 32,720 |
Investment in affiliates | 487 | 4,248 |
Other comprehensive income | 294 | 95 |
Other | 3,800 | 3,540 |
Total deferred tax liabilities | 80,774 | 76,528 |
Accrued expenses | 3,122 | 13,957 |
Other | 6,699 | 4,157 |
Total deferred tax assets | 9,821 | 18,114 |
Net deferred tax liabilities | $70,953 | $58,414 |
Income_Taxes_Reconciliation_Of
Income Taxes (Reconciliation Of Effective Tax Expense) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | 31-May-14 | Jun. 01, 2013 | Jun. 02, 2012 |
Income Taxes [Abstract] | ' | ' | ' |
Statutory federal income tax | $56,435 | $26,331 | $48,595 |
State income taxes, net | 4,303 | 1,040 | 4,576 |
Domestic manufacturers deduction | -3,810 | -2,860 | -3,596 |
Reversal of outside basis equity investment-Delta Egg | -3,295 | ' | ' |
Non-taxable remeasurement gain upon consolidation of Delta Egg | -1,392 | ' | ' |
Tax exempt interest income | -143 | -76 | -267 |
Other, net | -63 | 372 | -198 |
Income Tax Expense | $52,035 | $24,807 | $49,110 |
Other_Matters_Details
Other Matters (Details) (USD $) | 31-May-14 | Jun. 01, 2013 |
Other Matters [Abstract] | ' | ' |
Fair value of long-term debt | $61,783,000 | $67,130,000 |
Adverse effect on fair value of debt from 1% change in interest rate | $1,600,000 | ' |
Contingencies_Details
Contingencies (Details) (USD $) | 12 Months Ended |
In Millions, unless otherwise specified | 31-May-14 |
Commitments And Contingencies Disclosure [Line Items] | ' |
Standby letters of credit | 3.3 |
Benton County Foods, LLC [Member] | ' |
Commitments And Contingencies Disclosure [Line Items] | ' |
Membership interest | 100.00% |
Fair_Value_Measures_Narrative_
Fair Value Measures (Narrative) (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | 31-May-14 | Jun. 01, 2013 |
Fair Value Measures [Abstract] | ' | ' |
(Gains)/Losses recognized in earnings | $4,359 | ($1,300) |
Fair_Value_Measures_Schedule_O
Fair Value Measures (Schedule Of Fair Value And Carrying Value Of Borrowings Under Credit Facilities And Long-Term Debt) (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | 31-May-14 | Jun. 01, 2013 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' |
Long-term debt, Carrying Value | $61,093 | $65,020 |
Long-term debt, Fair Value | 61,783 | 67,130 |
2.00 - 6.80% Notes Payable [Member] | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' |
Long-term debt, Carrying Value | 52,676 | 54,239 |
Long-term debt, Fair Value | 53,387 | 56,237 |
Interest rate, minimum | 2.00% | ' |
Interest rate, maximum | 6.80% | ' |
Series A Senior Secured Notes At 5.45% [Member] | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' |
Long-term debt, Carrying Value | 8,417 | 10,524 |
Long-term debt, Fair Value | 8,396 | 10,636 |
Interest rate | 5.45% | ' |
Notes Payable-Texas Egg Products, LLC [Member] | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' |
Long-term debt, Carrying Value | ' | 257 |
Long-term debt, Fair Value | ' | $257 |
Fair_Value_Measures_Schedule_O1
Fair Value Measures (Schedule Of Assets Measured At Fair Value On A Recurring Basis) (Details) (USD $) | 31-May-14 | Jun. 01, 2013 | ||
In Thousands, unless otherwise specified | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Investment securities available-for-sale | $196,189 | ' | ||
Commodity contracts | 1,255 | ' | ||
Total assets measured at fair value | 197,444 | 158,930 | ||
Contingent consideration | 2,985 | 1,250 | ||
Total liabilities measured at fair value | 2,985 | 1,250 | ||
Quoted Prices In Active Markets For Identical Instruments (Level 1) [Member] | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Investment securities available-for-sale | 1,451 | ' | ||
Total assets measured at fair value | 1,451 | 1,026 | ||
Significant Other Observable Inputs (Level 2) [Member] | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Investment securities available-for-sale | 194,738 | ' | ||
Commodity contracts | 1,255 | ' | ||
Total assets measured at fair value | 195,993 | 157,904 | ||
Significant Unobservable Inputs (Level 3) [Member] | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Contingent consideration | 2,985 | 1,250 | ||
Total liabilities measured at fair value | 2,985 | 1,250 | ||
State Municipal Bonds [Member] | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Investment securities available-for-sale | 75,847 | 61,195 | ||
State Municipal Bonds [Member] | Significant Other Observable Inputs (Level 2) [Member] | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Investment securities available-for-sale | 75,847 | 61,195 | ||
US Government Obligations [Member] | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Investment securities available-for-sale | 4,061 | 12,377 | ||
US Government Obligations [Member] | Significant Other Observable Inputs (Level 2) [Member] | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Investment securities available-for-sale | 4,061 | 12,377 | ||
Corporate Bonds [Member] | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Investment securities available-for-sale | 102,685 | 64,383 | ||
Corporate Bonds [Member] | Significant Other Observable Inputs (Level 2) [Member] | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Investment securities available-for-sale | 102,685 | 64,383 | ||
Commercial Paper [Member] | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Investment securities available-for-sale | 3,930 | ' | ||
Commercial Paper [Member] | Significant Other Observable Inputs (Level 2) [Member] | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Investment securities available-for-sale | 3,930 | ' | ||
Certificates Of Deposit [Member] | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Investment securities available-for-sale | 351 | 12,285 | ||
Certificates Of Deposit [Member] | Significant Other Observable Inputs (Level 2) [Member] | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Investment securities available-for-sale | 351 | 12,285 | ||
Government Agency Bonds [Member] | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Investment securities available-for-sale | 4,798 | 7,664 | ||
Government Agency Bonds [Member] | Significant Other Observable Inputs (Level 2) [Member] | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Investment securities available-for-sale | 4,798 | 7,664 | ||
Variable Rate Demand Notes [Member] | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Investment securities available-for-sale | 2,000 | ' | ||
Variable Rate Demand Notes [Member] | Significant Other Observable Inputs (Level 2) [Member] | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Investment securities available-for-sale | 2,000 | ' | ||
Foreign Government Obligations [Member] | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Investment securities available-for-sale | 1,066 | ' | ||
Foreign Government Obligations [Member] | Significant Other Observable Inputs (Level 2) [Member] | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Investment securities available-for-sale | 1,066 | ' | ||
Mutual Funds [Member] | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Investment securities available-for-sale | 1,451 | [1] | 1,026 | [1] |
Mutual Funds [Member] | Quoted Prices In Active Markets For Identical Instruments (Level 1) [Member] | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Investment securities available-for-sale | $1,451 | [1] | $1,026 | [1] |
[1] | The mutual funds are classified as long term and are a part of bother investmentsb in the Consolidated Balance Sheet. |
Fair_Value_Measures_Changes_In
Fair Value Measures (Changes In Fair Value Of Contingent Consideration) (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | 31-May-14 | Jun. 01, 2013 |
Fair Value Measures [Abstract] | ' | ' |
Balance at beginning of year | $1,250 | ' |
(Gains)/Losses recognized in earnings | 4,359 | -1,300 |
Payments | -2,624 | ' |
Balance at end of year | $2,985 | $1,250 |
AvailableForSale_Securities_Cl2
Available-For-Sale Securities - Classified As Current Assets (Narrative) (Details) (USD $) | 12 Months Ended | ||
31-May-14 | Jun. 01, 2013 | Jun. 02, 2012 | |
Available-For-Sale Securities - Classified As Current Assets [Abstract] | ' | ' | ' |
Proceeds from sale of available-for-sale securities | $108,100,000 | $188,100,000 | $115,800,000 |
Gross realized gains on sales of available-for-sale securities | 8,000 | 24,000 | 24,000 |
Gross realized losses on sales of available-for-sale securities | 2,000 | 676,000 | 825,000 |
Unrealized holding gains (losses) net of tax on available-for-sale securities | 149,000 | 256,000 | 98,000 |
Unrealized gain on long term available for sale securities in other comprehensive income | $90,000 | $186,000 | ' |
AvailableForSale_Securities_Cl3
Available-For-Sale Securities - Classified As Current Assets (Schedule Of Available-For-Sale Securities Classified As Current Assets) (Details) (USD $) | 31-May-14 | Jun. 01, 2013 | ||
In Thousands, unless otherwise specified | ||||
Schedule of Available-for-sale Securities [Line Items] | ' | ' | ||
Estimated Fair Value | $196,189 | ' | ||
Current Assets [Member] | ' | ' | ||
Schedule of Available-for-sale Securities [Line Items] | ' | ' | ||
Amortized Cost | 194,434 | 157,847 | ||
Gains in Accumulated Other Comprehensive Income | 304 | 81 | ||
Losses in Accumulated Other Comprehensive Income | ' | 24 | ||
Estimated Fair Value | 194,738 | 157,904 | ||
Noncurrent Assets [Member] | ' | ' | ||
Schedule of Available-for-sale Securities [Line Items] | ' | ' | ||
Amortized Cost | 999 | 721 | ||
Gains in Accumulated Other Comprehensive Income | 452 | 305 | ||
Estimated Fair Value | 1,451 | 1,026 | ||
State Municipal Bonds [Member] | Current Assets [Member] | ' | ' | ||
Schedule of Available-for-sale Securities [Line Items] | ' | ' | ||
Amortized Cost | 75,659 | 61,124 | ||
Gains in Accumulated Other Comprehensive Income | 188 | 71 | ||
Estimated Fair Value | 75,847 | 61,195 | ||
US Government Obligations [Member] | Current Assets [Member] | ' | ' | ||
Schedule of Available-for-sale Securities [Line Items] | ' | ' | ||
Amortized Cost | 4,056 | 12,378 | ||
Gains in Accumulated Other Comprehensive Income | 5 | ' | ||
Losses in Accumulated Other Comprehensive Income | ' | 1 | ||
Estimated Fair Value | 4,061 | 12,377 | ||
Corporate Bonds [Member] | Current Assets [Member] | ' | ' | ||
Schedule of Available-for-sale Securities [Line Items] | ' | ' | ||
Amortized Cost | 102,587 | 64,406 | ||
Gains in Accumulated Other Comprehensive Income | 98 | ' | ||
Losses in Accumulated Other Comprehensive Income | ' | 23 | ||
Estimated Fair Value | 102,685 | 64,383 | ||
Commercial Paper [Member] | Current Assets [Member] | ' | ' | ||
Schedule of Available-for-sale Securities [Line Items] | ' | ' | ||
Amortized Cost | 3,927 | ' | ||
Gains in Accumulated Other Comprehensive Income | 3 | ' | ||
Estimated Fair Value | 3,930 | ' | ||
Certificates Of Deposit [Member] | Current Assets [Member] | ' | ' | ||
Schedule of Available-for-sale Securities [Line Items] | ' | ' | ||
Amortized Cost | 350 | 12,280 | ||
Gains in Accumulated Other Comprehensive Income | 1 | 5 | ||
Estimated Fair Value | 351 | 12,285 | ||
Variable Rate Demand Notes [Member] | Current Assets [Member] | ' | ' | ||
Schedule of Available-for-sale Securities [Line Items] | ' | ' | ||
Amortized Cost | 2,000 | ' | ||
Estimated Fair Value | 2,000 | ' | ||
Government Agency Bonds [Member] | Current Assets [Member] | ' | ' | ||
Schedule of Available-for-sale Securities [Line Items] | ' | ' | ||
Amortized Cost | 4,791 | 7,659 | ||
Gains in Accumulated Other Comprehensive Income | 7 | 5 | ||
Estimated Fair Value | 4,798 | 7,664 | ||
Foreign Government Obligations [Member] | Current Assets [Member] | ' | ' | ||
Schedule of Available-for-sale Securities [Line Items] | ' | ' | ||
Amortized Cost | 1,064 | ' | ||
Gains in Accumulated Other Comprehensive Income | 2 | ' | ||
Estimated Fair Value | 1,066 | ' | ||
Mutual Funds [Member] | Noncurrent Assets [Member] | ' | ' | ||
Schedule of Available-for-sale Securities [Line Items] | ' | ' | ||
Amortized Cost | 999 | [1] | 721 | [1] |
Gains in Accumulated Other Comprehensive Income | 452 | [1] | 305 | [1] |
Estimated Fair Value | $1,451 | [1] | $1,026 | [1] |
[1] | The mutual funds are classified as long term and are a part of bother investmentsb in the Consolidated Balance Sheet. |
AvailableForSale_Securities_Cl4
Available-For-Sale Securities - Classified As Current Assetss (Schedule Of Contractual Maturities Of Available-For-Sale Debt Securities) (Details) (USD $) | 31-May-14 |
In Thousands, unless otherwise specified | |
Available-For-Sale Securities - Classified As Current Assets [Abstract] | ' |
Within one year | $88,944 |
After 1-5 years | 105,794 |
Total | $194,738 |
Quarterly_Financial_Data_Detai
Quarterly Financial Data (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||||||||||
31-May-14 | Mar. 01, 2014 | Nov. 30, 2013 | Aug. 31, 2013 | Jun. 01, 2013 | Mar. 02, 2013 | Dec. 01, 2012 | Sep. 01, 2012 | 31-May-14 | Jun. 01, 2013 | Jun. 02, 2012 | ||
Quarterly Financial Data [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Net sales | $371,582,000 | $395,522,000 | $354,275,000 | $319,528,000 | $325,933,000 | [1] | $360,373,000 | $328,870,000 | $272,928,000 | $1,440,907,000 | $1,288,104,000 | $1,113,116,000 |
Gross profit | 91,291,000 | 91,895,000 | 74,667,000 | 44,911,000 | 51,489,000 | [1] | 67,047,000 | 51,298,000 | 44,715,000 | 302,764,000 | 214,549,000 | 201,782,000 |
Net income (loss) attributable to Cal-Maine Foods, Inc. | 31,492,000 | 42,853,000 | 26,106,000 | 8,756,000 | -3,833,000 | [1] | 30,551,000 | 14,290,000 | 9,415,000 | 109,207,000 | 50,423,000 | 89,735,000 |
Net income (loss) per share: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Basic | $1.31 | $1.78 | $1.09 | $0.36 | ($0.16) | [1] | $1.27 | $0.60 | $0.39 | $4.54 | $2.10 | $3.76 |
Diluted | $1.30 | $1.77 | $1.08 | $0.36 | ($0.16) | [1] | $1.27 | $0.60 | $0.39 | $4.52 | $2.10 | $3.75 |
Distribution from cost method investment | ' | ' | ' | ' | $17,000,000 | ' | ' | ' | ' | ' | ' | |
Distribution from cost method investment, per basic share after tax | ' | ' | ' | ' | $0.71 | ' | ' | ' | ' | ' | ' | |
[1] | Fourth quarter fiscal 2013 results include a legal settlement expense of $17.0 million, or $0.71 per basic share, after tax (see Note 14). |
Recovered_Sheet1
Distribution From Unconsolidated Subsidiary (Details) (USD $) | 3 Months Ended | 12 Months Ended | 3 Months Ended | ||
Jun. 02, 2012 | Jun. 02, 2012 | Apr. 30, 2012 | Jun. 02, 2012 | 31-May-14 | |
Eggland's Best, LLC [Member] | Specialty Eggs LLC [Member] | Specialty Eggs LLC [Member] | |||
Schedule of Equity Method Investments [Line Items] | ' | ' | ' | ' | ' |
Previous ownership interest of purchase | ' | ' | 50.00% | ' | ' |
Purchase price paid by Land O'Lakes for ownership interest in joint venture | ' | ' | $126,100,000 | ' | ' |
Proceeds from joint venture | $38,300,000 | $38,343,000 | ' | $8,900,000 | ' |
Ownership percentage | ' | ' | ' | ' | 50.00% |
Percentage of distribution recorded as component of equity in income of affiliates | ' | ' | ' | 50.00% | ' |
Derivative_Financial_Instrumen2
Derivative Financial Instruments (Details) (USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | 31-May-14 |
bu | |
Derivatives, Fair Value [Line Items] | ' |
Derivative, fair value | $1,255 |
Corn Commodity [Member] | ' |
Derivatives, Fair Value [Line Items] | ' |
Derivative, fair value | 285 |
Underlying, derivative volume | 3,450,000 |
Soybean Meal Commodity [Member] | ' |
Derivatives, Fair Value [Line Items] | ' |
Derivative, fair value | $970 |
Underlying, derivative mass | 36,000 |
Schedule_II_Valuation_And_Qual1
Schedule II - Valuation And Qualifying Accounts (Details) (Allowance For Doubtful Accounts [Member], USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | 31-May-14 | Jun. 01, 2013 | Jun. 02, 2012 |
Allowance For Doubtful Accounts [Member] | ' | ' | ' |
Valuation and Qualifying Accounts Disclosure [Line Items] | ' | ' | ' |
Balance at Beginning of Period | $771 | $589 | $686 |
Charged to Cost and Expense | -323 | 1,410 | 849 |
Write-off of Accounts | 18 | 1,228 | 946 |
Balance at End of Period | $430 | $771 | $589 |