Cal-Maine Foods (CALM) 10-Q 5 Jan 18 2018 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Dec. 02, 2017	Dec. 29, 2017
Document Period End Date	Dec. 2, 2017
Entity Registrant Name	CAL-MAINE FOODS INC
Entity Central Index Key	16,160
Current Fiscal Year End Date	--06-02
Entity Filer Category	Large Accelerated Filer
Document Type	10-Q
Document Fiscal Year Focus	2,018
Document Fiscal Period Focus	Q2
Amendment Flag	false
Trading Symbol	calm
Common Stock
Entity Common Stock, Shares Outstanding		43,774,928
Class A Common Stock
Entity Common Stock, Shares Outstanding		4,800,000

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Dec. 02, 2017	Jun. 03, 2017
Current assets:
Cash and cash equivalents	$ 19,808	$ 17,564
Investment securities available-for-sale	189,492	138,462
Trade and other receivables (less allowance for doubtful accounts of $916 and $386 at December 2, 2017 and June 3, 2017, respectively)	111,290	64,509
Income tax receivable	0	52,691
Inventories	163,041	160,692
Prepaid expenses and other current assets	2,556	2,288
Total current assets	486,187	436,206
Property, plant and equipment, net	443,093	458,184
Other investments	68,821	69,296
Goodwill	35,525	35,525
Other intangible assets, net	27,726	29,149
Other assets	4,779	4,734
TOTAL ASSETS	1,066,131	1,033,094
Current liabilities:
Accounts payable and accrued expenses	89,883	59,853
Accrued legal settlement expense - see Notes 4 and 10	80,750	0
Current maturities of long-term debt and capital lease obligations	4,316	4,826
Total current liabilities	174,949	64,679
Long-term debt and capital lease obligations, less current maturities	4,204	6,113
Other noncurrent liabilities	7,689	7,527
Deferred income taxes	75,335	110,282
Total liabilities	262,177	188,601
Commitments and Contingencies - see Note 4
Stockholders’ equity:
Paid-in capital	51,670	49,932
Retained earnings	773,917	816,046
Accumulated other comprehensive loss, net of tax	(400)	(128)
Common stock in treasury at cost – 26,486 and 26,484 shares at December 2, 2017 and June 3, 2017, respectively	(23,940)	(23,914)
Total Cal-Maine Foods, Inc. stockholders’ equity	801,998	842,687
Noncontrolling interest in consolidated entities	1,956	1,806
Total stockholders’ equity	803,954	844,493
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	1,066,131	1,033,094
Common Stock
Stockholders’ equity:
Common stock	703	703
Class A Common Stock
Stockholders’ equity:
Common stock	$ 48	$ 48

Condensed Consolidated Balance3

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands	Dec. 02, 2017	Jun. 03, 2017
Allowance for doubtful accounts	$ 916	$ 386
Treasury stock, shares (in shares)	26,486,000	26,484,000
Common Stock
Common stock, par value per share (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	120,000,000	120,000,000
Common stock, shares issued (in shares)	70,261,000	70,261,000
Common stock, shares outstanding (in shares)	43,775,000	43,777,000
Class A Common Stock
Common stock, par value per share (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	4,800,000	4,800,000
Common stock, shares issued (in shares)	4,800,000	4,800,000
Common stock, shares outstanding (in shares)	4,800,000	4,800,000

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Dec. 02, 2017	Nov. 26, 2016	Dec. 02, 2017	Nov. 26, 2016
Income Statement [Abstract]
Net sales	$ 361,172	$ 253,544	$ 624,017	$ 493,389
Cost of sales	278,776	249,596	524,285	499,010
Gross profit (loss)	82,396	3,948	99,732	(5,621)
Selling, general, and administrative expense	42,160	41,991	83,870	82,247
Legal settlement expense - see Notes 4 and 10	80,750	0	80,750	0
(Gain) loss on disposal of fixed assets	(50)	215	(46)	740
Operating loss	(40,464)	(38,258)	(64,842)	(88,608)
Other income (expense):
Interest income, net	578	781	1,052	1,872
Royalty income	312	324	590	730
Equity in income (loss) of affiliates	276	645	(77)	836
Other, net	(795)	(260)	(1,333)	(138)
Total other income	371	1,490	232	3,300
Loss before income taxes and noncontrolling interest	(40,093)	(36,768)	(64,610)	(85,308)
Income tax benefit	(14,012)	(13,801)	(22,352)	(31,361)
Net loss before noncontrolling interest	(26,081)	(22,967)	(42,258)	(53,947)
Less: Net income (loss) attributable to noncontrolling interest	55	43	(129)	(1)
Net loss attributable to Cal-Maine Foods, Inc.	$ (26,136)	$ (23,010)	$ (42,129)	$ (53,946)
Net loss per common share attributable to Cal-Maine Foods, Inc.:
Basic (in dollars per share)	$ (0.54)	$ (0.48)	$ (0.87)	$ (1.12)
Diluted (in dollars per share)	$ (0.54)	$ (0.48)	$ (0.87)	$ (1.12)
Weighted average shares outstanding:
Basic (in shares)	48,330	48,250	48,330	48,249
Diluted (in shares)	48,330	48,250	48,330	48,249

Condensed Consolidated Stateme5

Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Dec. 02, 2017	Nov. 26, 2016	Dec. 02, 2017	Nov. 26, 2016
Statement of Comprehensive Income [Abstract]
Net loss, including noncontrolling interests	$ (26,081)	$ (22,967)	$ (42,258)	$ (53,947)
Other comprehensive loss, before tax:
Unrealized holding loss on available-for-sale securities, net of reclassification adjustments	(508)	(536)	(457)	(34)
Income tax benefit related to items of other comprehensive loss	204	204	185	13
Other comprehensive loss, net of tax	(304)	(332)	(272)	(21)
Comprehensive loss	(26,385)	(23,299)	(42,530)	(53,968)
Less: comprehensive income (loss) attributable to the noncontrolling interest	55	43	(129)	(1)
Comprehensive loss attributable to Cal-Maine Foods, Inc.	$ (26,440)	$ (23,342)	$ (42,401)	$ (53,967)

Condensed Consolidated Stateme6

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Dec. 02, 2017	Nov. 26, 2016
Operating activities:
Net loss, including noncontrolling interests	$ (42,258)	$ (53,947)
Depreciation and amortization	26,612	22,975
Other adjustments, net	80,488	(39,217)
Net cash provided by (used in) operations	64,842	(70,189)
Investing activities:
Purchase of investments	(112,804)	(13,324)
Sales of investments	61,737	193,280
Acquisition of business	0	(68,643)
Investment in joint venture	(2,800)	(10,750)
Purchases of property, plant and equipment	(10,171)	(40,649)
Payments received on notes receivable and from affiliates	3,385	1,750
Net proceeds from disposal of property, plant and equipment	220	163
Net cash provided by (used in) investing activities	(60,433)	61,827
Financing activities:
Purchase of common stock by treasury	(25)	(60)
Contributions from (distributions to) noncontrolling interests	(279)	73
Principal payments on long-term debt and capital lease obligations	(2,419)	(3,060)
Net cash used in financing activities	(2,165)	(3,193)
Net change in cash and cash equivalents	2,244	(11,555)
Cash and cash equivalents at beginning of period	17,564	29,046
Cash and cash equivalents at end of period	$ 19,808	$ 17,491

Presentation of Interim Informa

Presentation of Interim Information	6 Months Ended
	Dec. 02, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Presentation of Interim Information	Presentation of Interim Information The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair statement of the results for the interim periods presented have been included. The preparation of condensed consolidated financial statements requires us to make estimates and assumptions. These estimates and assumptions affected reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates and assumptions. Operating results for the thirteen and twenty-six weeks ended December 2, 2017 are not necessarily indicative of the results that may be expected for the year ending June 2, 2018 . The condensed consolidated balance sheet at June 3, 2017 was derived from the audited consolidated financial statements at that date. It does not include all of the information and footnotes required by GAAP for complete financial statements. For further information, refer to the consolidated financial statements and footnotes thereto included in Cal-Maine Foods, Inc.'s annual report on Form 10-K for the fiscal year ended June 3, 2017 . References to “we,” “us,” “our,” or the “Company” refer to Cal-Maine Foods, Inc.

Stock Based Compensation

Stock Based Compensation	6 Months Ended
	Dec. 02, 2017
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Stock Based Compensation	Stock Based Compensation Total stock based compensation expense for the twenty-six weeks ended December 2, 2017 and November 26, 2016 was $1.7 million and $1.7 million , respectively. Unrecognized compensation expense as a result of non-vested shares of the 2012 Omnibus Long-Term Incentive Plan at December 2, 2017 was $4.1 million and will be recorded over a weighted average period of 1.7 years . Refer to Note 10 of our June 3, 2017 audited financial statements for further information on our stock compensation plans. At December 2, 2017 , there were 244,640 restricted shares outstanding, with a weighted average grant date fair value of $42.71 per share. The Company’s restricted share activity for the twenty-six weeks ended December 2, 2017 follows: Number of Shares Weighted Average Grant Date Fair Value Outstanding, June 3, 2017 247,735 $ 42.76 Granted 2,500 37.40 Vested (2,110 ) 42.01 Forfeited (3,485 ) 43.00 Outstanding, December 2, 2017 244,640 $ 42.71

Inventories

Inventories	6 Months Ended
	Dec. 02, 2017
Inventory Disclosure [Abstract]
Inventories	Inventories Inventories consisted of the following (in thousands): December 2, 2017 June 3, 2017 Flocks $ 93,835 $ 98,059 Eggs and egg products 18,604 14,911 Feed and supplies 50,602 47,722 $ 163,041 $ 160,692 We grow and maintain flocks of layers (mature female chickens), pullets (female chickens, under 18 weeks of age), and breeders (male and female chickens used to produce fertile eggs to hatch for egg production flocks). Our total flock at December 2, 2017 , consisted of approximately 9.2 million pullets and breeders and 38.1 million layers.

Contingencies

Contingencies	6 Months Ended
	Dec. 02, 2017
Commitments and Contingencies Disclosure [Abstract]
Contingencies	Contingencies Financial Instruments The Company maintained standby letters of credit (“LOC”) totaling $4.2 million at December 2, 2017 . The LOCs are collateralized with cash which is included in the line item “Other assets” in the Condensed Consolidated Balance Sheets. The outstanding LOCs are for the benefit of certain insurance companies, and are not recorded as a liability on the consolidated balance sheets. Legal Contingencies The Company is a defendant in certain legal actions, and intends to vigorously defend its position in these actions. If the Company’s assessment of a contingency indicates it is probable 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 potential material loss contingency is not probable, but is reasonably possible, or probable but cannot be reasonably estimated, then the nature of the contingent liability, together with an estimate of the possible loss or range of possible loss will be disclosed, or a statement will be made that such an estimate cannot be made. On December 29, 2017, the Company reached an agreement on material terms of the settlement of several large direct action purchasers' antitrust claims against the Company. Pursuant to the agreement, the Company will settle the claims with a single $80.8 million payment, which is $52.8 million net of tax, or $1.09 per basic and diluted share. As a result, the Company recorded the legal settlement expense and offsetting liability to operating expense and current liabilities, respectively, in the second quarter of fiscal 2018. These legal actions are discussed in detail at Part II, Item 1, of this report.

Net Loss per Common Share

Net Loss per Common Share	6 Months Ended
	Dec. 02, 2017
Earnings Per Share [Abstract]
Net Loss per Common Share	Net Loss per Common Share Basic net loss per share was calculated by dividing net loss by the weighted-average number of common shares outstanding during the period. Diluted net loss per share was calculated by dividing net loss by the weighted-average number of common shares outstanding during the period plus the dilutive effects of options and restricted stock. Due to the net loss in the thirteen and twenty-six weeks ended December 2, 2017 and November 26, 2016 , restricted shares were excluded from the calculation of diluted net loss per share because their inclusion would have been antidilutive. The computations of basic and diluted net loss per share attributable to the Company are as follows (in thousands, except per share data): 13 Weeks Ended 26 Weeks Ended December 2, 2017 November 26, 2016 December 2, 2017 November 26, 2016 Net loss attributable to Cal-Maine Foods, Inc. $ (26,136 ) $ (23,010 ) $ (42,129 ) $ (53,946 ) Basic weighted-average common shares 48,330 48,250 48,330 48,249 Dilutive potential common shares 48,330 48,250 48,330 48,249 Antidilutive securities excluded from computation of earnings per share 138 155 127 148 Net loss per common share attributable to Cal-Maine Foods, Inc.: Basic $ (0.54 ) $ (0.48 ) $ (0.87 ) $ (1.12 ) Diluted $ (0.54 ) $ (0.48 ) $ (0.87 ) $ (1.12 )

Accrued Dividends Payable And D

Accrued Dividends Payable And Dividends per Common Share	6 Months Ended
	Dec. 02, 2017
Earnings Per Share Reconciliation [Abstract]
Accrued Dividends Payable And Dividends Per Common Share	Accrued Dividends Payable and Dividends per Common Share We make an accrual of dividends payable at the end of each quarter according to the Company’s dividend policy adopted by its Board of Directors. The Company pays a dividend to shareholders of its Common Stock and Class A Common Stock on a quarterly basis for each quarter for which the Company reports net income attributable to Cal-Maine Foods, Inc. computed in accordance with generally accepted accounting principles in an amount equal to one-third (1/3) of such quarterly income. Dividends are paid to shareholders of record as of the 60th day following the last day of such quarter, except for the fourth fiscal quarter. For the fourth quarter, the Company pays dividends to shareholders of record on the 65th day after the quarter end. Dividends are payable on the 15th day following the record date. Following a quarter for which the Company does not report net income attributable to Cal-Maine Foods, Inc., the Company will not pay a dividend for a subsequent profitable quarter until the Company is profitable on a cumulative basis computed from the date of the last quarter for which a dividend was paid. Therefore, the Company did not pay a dividend with respect to the fourth quarter of fiscal 2016, or any quarter of fiscal 2017, and will not pay a dividend for the first or second quarters of fiscal 2018. At December 2, 2017 , the cumulative losses that must be recovered prior to paying a dividend were $116.8 million . When applicable, the amount of the accrual appears on the Condensed Consolidated Balance Sheets as “Accrued dividends payable.”

Fair Value Measurements

Fair Value Measurements	6 Months Ended
	Dec. 02, 2017
Fair Value Disclosures [Abstract]
Fair Value Measurements	Fair Value Measurements 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 that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities The disclosures of fair value of certain financial assets and liabilities that are recorded at cost are as follows: Cash and cash equivalents: The carrying amount approximates fair value due to the short maturity of these instruments. Long-term debt: The carrying value of the Company’s long-term debt is at its stated value. We have not elected to carry our long-term debt at fair value. Fair values for debt are based on quoted market prices or published forward interest rate curves, which are level 2 inputs. The fair value and carrying value of the Company’s borrowings under its long-term debt were as follows (in thousands): December 2, 2017 June 3, 2017 Carrying Value Fair Value Carrying Value Fair Value 5.4% – 6.2% Notes payable $ 7,000 $ 7,006 $ 9,250 $ 9,295 Long-term leases 1,520 1,355 1,689 1,520 $ 8,520 $ 8,361 $ 10,939 $ 10,815 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 financial assets and liabilities measured at fair value on a recurring basis as of December 2, 2017 and June 3, 2017 (in thousands): ໿ Total December 2, 2017 Level 1 Level 2 Level 3 Balance Assets US government and agency obligations — $ 20,787 — $ 20,787 Municipal bonds — 24,376 — 24,376 Commercial paper — 3,493 — 3,493 Corporate bonds — 138,807 — 138,807 Asset backed securities — 2,029 — 2,029 Mutual funds 2,647 — — 2,647 Total assets measured at fair value $ 2,647 $ 189,492 — $ 192,139 ໿ Total June 3, 2017 Level 1 Level 2 Level 3 Balance Assets US government and agency obligations $ — $ 20,216 $ — $ 20,216 Municipal bonds — 36,873 — 36,873 Corporate bonds — 75,790 — 75,790 Asset backed securities — 5,583 — 5,583 Mutual funds 2,459 — — 2,459 Total assets measured at fair value $ 2,459 $ 138,462 $ — $ 140,921 Investment securities – available-for-sale, classified as level 2, consist of U.S. government and agency obligations, taxable and tax exempt municipal bonds, zero coupon municipal bonds, foreign government obligations, asset backed securities and corporate bonds with maturities of three months or longer when purchased. We classify 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.

Investment Securities

Investment Securities	6 Months Ended
	Dec. 02, 2017
Investments, Debt and Equity Securities [Abstract]
Investment Securities	Investment Securities The following represents the Company’s investment securities as of December 2, 2017 and June 3, 2017 (in thousands): December 2, 2017 Amortized Cost Unrealized Gains Unrealized Losses Estimated Fair Value US government and agency obligations $ 20,907 $ — $ 120 $ 20,787 Municipal bonds 24,412 — 36 24,376 Corporate bonds 139,274 — 467 138,807 Commercial paper 3,494 — 1 3,493 Asset backed securities 2,033 — 4 2,029 Total current investment securities $ 190,120 $ — $ 628 $ 189,492 Mutual funds $ 1,711 $ 936 $ — $ 2,647 Total noncurrent investment securities $ 1,711 $ 936 $ — $ 2,647 June 3, 2017 Amortized Cost Unrealized Gains Unrealized Losses Estimated Fair Value US government and agency obligations $ 20,259 $ — $ 43 $ 20,216 Municipal bonds 36,839 34 — 36,873 Corporate bonds 75,769 21 — 75,790 Asset backed securities 5,583 — — 5,583 Total current investment securities $ 138,450 $ 55 $ 43 $ 138,462 Mutual funds $ 1,706 $ 753 $ — $ 2,459 Total noncurrent investment securities $ 1,706 $ 753 $ — $ 2,459 Proceeds from sales of available-for-sale securities were $61.7 million and $193.3 million during the twenty-six weeks ended December 2, 2017 and November 26, 2016 , respectively. Gross realized gains during the twenty-six weeks ended ended December 2, 2017 and November 26, 2016 were $22,000 and $221,000 , respectively. Gross realized losses during the twenty-six weeks ended December 2, 2017 and November 26, 2016 were zero and $6,000 , respectively. For purposes of determining gross realized gains and losses, the cost of securities sold is based on the specific identification method. Unrealized holding gains and (losses), net of taxes, for the twenty-six weeks ended December 2, 2017 and November 26, 2016 were as follows (in thousands): 26 Weeks Ended December 2, 2017 November 26, 2016 Current investments $ (420 ) $ (78 ) Noncurrent investments 148 57 Total unrealized holding gains $ (272 ) $ (21 ) Actual maturities may differ from contractual maturities because some borrowers have the right to call or prepay obligations with or without call or prepayment penalties. Contractual maturities at December 2, 2017 , are as follows (in thousands): Estimated Fair Value Within one year $ 99,175 1-5 years 90,317 Total $ 189,492

Equity

Equity	6 Months Ended
	Dec. 02, 2017
Equity [Abstract]
Equity	Equity The following reflects the equity activity, including our noncontrolling interest, for the twenty-six weeks ended December 2, 2017 (in thousands, except share amounts): ໿ Cal-Maine Foods, Inc. Stockholders Common Stock Class A Treasury Paid In Accum. Other Retained Noncontrolling Amount Amount Amount Capital Comp. Loss Earnings Interest Total Balance at June 3, 2017 $ 703 $ 48 $ (23,914 ) $ 49,932 $ (128 ) $ 816,046 $ 1,806 $ 844,493 Other comprehensive loss, net of tax — — — — (272 ) — — (272 ) Grant of restricted stock — — 2 (2 ) — — — — Forfeiture of restricted stock — — (3 ) 3 — — — — Buyback of 638 shares to satisfy withholding obligation in connection with the vesting of restricted stock — — (25 ) — — — — (25 ) Contribution from noncontrolling interest partners — — — — — — 279 279 Restricted stock compensation — — — 1,737 — — — 1,737 Net loss — — — — — (42,129 ) (129 ) (42,258 ) Balance at December 2, 2017 $ 703 $ 48 $ (23,940 ) $ 51,670 $ (400 ) $ 773,917 $ 1,956 $ 803,954

Subsequent Event

Subsequent Event	6 Months Ended
	Dec. 02, 2017
Subsequent Events [Abstract]
Subsequent Event	Subsequent Event On December 29, 2017, the Company reached an agreement on material terms of the settlement of several large direct action purchasers' antitrust claims against the Company (See Note 4). Pursuant to the agreement, the Company will settle the claims with a single $80.8 million payment, which is $52.8 million net of tax, or $1.09 per basic and diluted share. As a result, the Company has recorded the legal settlement expense and offsetting liability to operating expense and current liabilities, respectively.

Stock Based Compensation (Table

Stock Based Compensation (Tables)	6 Months Ended
	Dec. 02, 2017
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Summary Of Restricted Share Activity	The Company’s restricted share activity for the twenty-six weeks ended December 2, 2017 follows: Number of Shares Weighted Average Grant Date Fair Value Outstanding, June 3, 2017 247,735 $ 42.76 Granted 2,500 37.40 Vested (2,110 ) 42.01 Forfeited (3,485 ) 43.00 Outstanding, December 2, 2017 244,640 $ 42.71

Inventories (Tables)

Inventories (Tables)	6 Months Ended
	Dec. 02, 2017
Inventory Disclosure [Abstract]
Schedule Of Inventories	Inventories consisted of the following (in thousands): December 2, 2017 June 3, 2017 Flocks $ 93,835 $ 98,059 Eggs and egg products 18,604 14,911 Feed and supplies 50,602 47,722 $ 163,041 $ 160,692

Net Loss per Common Share (Tabl

Net Loss per Common Share (Tables)	6 Months Ended
	Dec. 02, 2017
Earnings Per Share [Abstract]
Computation Of Basic And Diluted Net Income Per Share Attributable To The Company	The computations of basic and diluted net loss per share attributable to the Company are as follows (in thousands, except per share data): 13 Weeks Ended 26 Weeks Ended December 2, 2017 November 26, 2016 December 2, 2017 November 26, 2016 Net loss attributable to Cal-Maine Foods, Inc. $ (26,136 ) $ (23,010 ) $ (42,129 ) $ (53,946 ) Basic weighted-average common shares 48,330 48,250 48,330 48,249 Dilutive potential common shares 48,330 48,250 48,330 48,249 Antidilutive securities excluded from computation of earnings per share 138 155 127 148 Net loss per common share attributable to Cal-Maine Foods, Inc.: Basic $ (0.54 ) $ (0.48 ) $ (0.87 ) $ (1.12 ) Diluted $ (0.54 ) $ (0.48 ) $ (0.87 ) $ (1.12 )

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	6 Months Ended
	Dec. 02, 2017
Fair Value Disclosures [Abstract]
Schedule Of Fair Value And Carrying Value Of Borrowings Under Long-Term Debt	The fair value and carrying value of the Company’s borrowings under its long-term debt were as follows (in thousands): December 2, 2017 June 3, 2017 Carrying Value Fair Value Carrying Value Fair Value 5.4% – 6.2% Notes payable $ 7,000 $ 7,006 $ 9,250 $ 9,295 Long-term leases 1,520 1,355 1,689 1,520 $ 8,520 $ 8,361 $ 10,939 $ 10,815
Schedule Of 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 financial assets and liabilities measured at fair value on a recurring basis as of December 2, 2017 and June 3, 2017 (in thousands): ໿ Total December 2, 2017 Level 1 Level 2 Level 3 Balance Assets US government and agency obligations — $ 20,787 — $ 20,787 Municipal bonds — 24,376 — 24,376 Commercial paper — 3,493 — 3,493 Corporate bonds — 138,807 — 138,807 Asset backed securities — 2,029 — 2,029 Mutual funds 2,647 — — 2,647 Total assets measured at fair value $ 2,647 $ 189,492 — $ 192,139 ໿ Total June 3, 2017 Level 1 Level 2 Level 3 Balance Assets US government and agency obligations $ — $ 20,216 $ — $ 20,216 Municipal bonds — 36,873 — 36,873 Corporate bonds — 75,790 — 75,790 Asset backed securities — 5,583 — 5,583 Mutual funds 2,459 — — 2,459 Total assets measured at fair value $ 2,459 $ 138,462 $ — $ 140,921

Investment Securities (Tables)

Investment Securities (Tables)	6 Months Ended
	Dec. 02, 2017
Investments, Debt and Equity Securities [Abstract]
Schedule Of Investment Securities	The following represents the Company’s investment securities as of December 2, 2017 and June 3, 2017 (in thousands): December 2, 2017 Amortized Cost Unrealized Gains Unrealized Losses Estimated Fair Value US government and agency obligations $ 20,907 $ — $ 120 $ 20,787 Municipal bonds 24,412 — 36 24,376 Corporate bonds 139,274 — 467 138,807 Commercial paper 3,494 — 1 3,493 Asset backed securities 2,033 — 4 2,029 Total current investment securities $ 190,120 $ — $ 628 $ 189,492 Mutual funds $ 1,711 $ 936 $ — $ 2,647 Total noncurrent investment securities $ 1,711 $ 936 $ — $ 2,647 June 3, 2017 Amortized Cost Unrealized Gains Unrealized Losses Estimated Fair Value US government and agency obligations $ 20,259 $ — $ 43 $ 20,216 Municipal bonds 36,839 34 — 36,873 Corporate bonds 75,769 21 — 75,790 Asset backed securities 5,583 — — 5,583 Total current investment securities $ 138,450 $ 55 $ 43 $ 138,462 Mutual funds $ 1,706 $ 753 $ — $ 2,459 Total noncurrent investment securities $ 1,706 $ 753 $ — $ 2,459
Schedule of Unrealized Holding Gain (Loss) on Investments	Unrealized holding gains and (losses), net of taxes, for the twenty-six weeks ended December 2, 2017 and November 26, 2016 were as follows (in thousands): 26 Weeks Ended December 2, 2017 November 26, 2016 Current investments $ (420 ) $ (78 ) Noncurrent investments 148 57 Total unrealized holding gains $ (272 ) $ (21 )
Schedule Of Contractual Maturities Of Investment Securities	Contractual maturities at December 2, 2017 , are as follows (in thousands): Estimated Fair Value Within one year $ 99,175 1-5 years 90,317 Total $ 189,492

Equity (Tables)

Equity (Tables)	6 Months Ended
	Dec. 02, 2017
Equity [Abstract]
Schedule Of Statement Of Stockholders' Equity Activities, Including Noncontrolling Interest	The following reflects the equity activity, including our noncontrolling interest, for the twenty-six weeks ended December 2, 2017 (in thousands, except share amounts): ໿ Cal-Maine Foods, Inc. Stockholders Common Stock Class A Treasury Paid In Accum. Other Retained Noncontrolling Amount Amount Amount Capital Comp. Loss Earnings Interest Total Balance at June 3, 2017 $ 703 $ 48 $ (23,914 ) $ 49,932 $ (128 ) $ 816,046 $ 1,806 $ 844,493 Other comprehensive loss, net of tax — — — — (272 ) — — (272 ) Grant of restricted stock — — 2 (2 ) — — — — Forfeiture of restricted stock — — (3 ) 3 — — — — Buyback of 638 shares to satisfy withholding obligation in connection with the vesting of restricted stock — — (25 ) — — — — (25 ) Contribution from noncontrolling interest partners — — — — — — 279 279 Restricted stock compensation — — — 1,737 — — — 1,737 Net loss — — — — — (42,129 ) (129 ) (42,258 ) Balance at December 2, 2017 $ 703 $ 48 $ (23,940 ) $ 51,670 $ (400 ) $ 773,917 $ 1,956 $ 803,954

Stock Based Compensation (Narra

Stock Based Compensation (Narrative) (Details) - USD ($) $ / shares in Units, $ in Millions	6 Months Ended
	Dec. 02, 2017	Nov. 26, 2016	Jun. 03, 2017
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock based compensation expense (benefit)	$ 1.7	$ 1.7
Restricted Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation expense	$ 4.1
Weighted average period of unrecognized compensation expense (in years)	1 year 8 months 23 days
Number of options outstanding (in shares)	244,640
Weighted average grant date fair value (in dollars per share)	$ 42.71		$ 42.76

Stock Based Compensation (Summa

Stock Based Compensation (Summary Of Restricted Share Activity) (Details) - Restricted Shares	6 Months Ended
	Dec. 02, 2017$ / sharesshares
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares [Roll Forward]
Number of Shares, Outstanding, Beginning Balance (in shares) | shares	247,735
Number of Shares, Granted (in shares) | shares	2,500
Number of Shares, Vested (in shares) | shares	(2,110)
Number of Shares, Forfeited (in shares) | shares	(3,485)
Number of Shares, Outstanding, Ending Balance (in shares) | shares	244,640
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Weighted Average Grant Date Fair Value, Outstanding, Beginning Balance (in dollars per share) | $ / shares	$ 42.76
Weighted Average Grant Date Fair Value, Granted (in dollars per share) | $ / shares	37.40
Weighted Average Grant Date Fair Value, Vested (in dollars per share) | $ / shares	42.01
Weighted Average Grant Date Fair Value, Forfeited (in dollars per share) | $ / shares	43
Weighted Average Grant Date Fair Value, Outstanding, Ending Balance (in dollars per share) | $ / shares	$ 42.71

Inventories (Details)

Inventories (Details) $ in Thousands, pullet_and_breeder in Millions, layer in Millions	Dec. 02, 2017USD ($)layerpullet_and_breeder	Jun. 03, 2017USD ($)
Inventory Disclosure [Abstract]
Flocks	$ 93,835	$ 98,059
Eggs and egg products	18,604	14,911
Feed and supplies	50,602	47,722
Total inventories	$ 163,041	$ 160,692
Pullets and breeders | pullet_and_breeder	9.2
Layer | layer	38.1

Contingencies (Details)

Contingencies (Details) - USD ($) $ / shares in Units, $ in Millions	Dec. 29, 2017	Dec. 02, 2017
Loss Contingencies [Line Items]
Standby letters of credit		$ 4.2
Subsequent Event
Loss Contingencies [Line Items]
Settlement payment	$ 80.8
Settlement payment, net of tax	$ 52.8
Settlement payment per basic and diluted share (in dollars per share)	$ 1.09

Net Loss per Common Share (Deta

Net Loss per Common Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Dec. 02, 2017	Nov. 26, 2016	Dec. 02, 2017	Nov. 26, 2016
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Net loss attributable to Cal-Maine Foods, Inc.	$ (26,136)	$ (23,010)	$ (42,129)	$ (53,946)
Basic weighted-average common shares (in shares)	48,330	48,250	48,330	48,249
Dilutive potential common shares (in shares)	48,330	48,250	48,330	48,249
Earnings Per Share, Basic and Diluted [Abstract]
Basic (in dollars per share)	$ (0.54)	$ (0.48)	$ (0.87)	$ (1.12)
Diluted (in dollars per share)	$ (0.54)	$ (0.48)	$ (0.87)	$ (1.12)
Restricted Shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares excluded from calculation of earnings per share	138	155	127	148

Accrued Dividends Payable And28

Accrued Dividends Payable And Dividends per Common Share (Narrative) (Details) $ in Millions	6 Months Ended
	Dec. 02, 2017USD ($)
Earnings Per Share Reconciliation [Abstract]
Number of days after first, second and third quarter dividends paid	60 days
Number of days after fourth quarter dividends paid	65 days
Number of days dividends paid following record date	15 days
Cumulative loss to be recovered prior to paying dividend	$ (116.8)
Percentage of net income loss used to compute accrued dividends	33.33%

Fair Value Measurements (Schedu

Fair Value Measurements (Schedule Of Fair Value And Carrying Value Of Borrowings Under Long-Term Debt) (Details) - USD ($) $ in Thousands	Dec. 02, 2017	Jun. 03, 2017
Carrying Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	$ 8,520	$ 10,939
Carrying Value | 5.4% – 6.2% Notes payable
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	7,000	9,250
Carrying Value | Long-term leases
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	1,520	1,689
Fair Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	8,361	10,815
Fair Value | 5.4% – 6.2% Notes payable
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	7,006	9,295
Fair Value | Long-term leases
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	$ 1,355	$ 1,520
Minimum | 5.4% – 6.2% Notes payable
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Interest rate, stated percentage	5.40%
Maximum | 5.4% – 6.2% Notes payable
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Interest rate, stated percentage	6.20%

Fair Value Measurements (Sche30

Fair Value Measurements (Schedule Of Assets And Liabilities Measured At Fair Value On A Recurring Basis) (Details) - USD ($) $ in Thousands	Dec. 02, 2017	Jun. 03, 2017
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets measured at fair value	$ 192,139	$ 140,921
Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets measured at fair value	2,647	2,459
Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets measured at fair value	189,492	138,462
Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets measured at fair value	0	0
US government and agency obligations
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investment securities	20,787	20,216
US government and agency obligations | Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investment securities	0	0
US government and agency obligations | Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investment securities	20,787	20,216
US government and agency obligations | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investment securities	0	0
Municipal bonds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investment securities	24,376	36,873
Municipal bonds | Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investment securities	0	0
Municipal bonds | Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investment securities	24,376	36,873
Municipal bonds | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investment securities	0	0
Commercial paper
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investment securities	3,493
Commercial paper | Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investment securities	0
Commercial paper | Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investment securities	3,493
Commercial paper | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investment securities	0
Corporate bonds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investment securities	138,807	75,790
Corporate bonds | Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investment securities	0	0
Corporate bonds | Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investment securities	138,807	75,790
Corporate bonds | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investment securities	0	0
Asset backed securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investment securities	2,029	5,583
Asset backed securities | Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investment securities	0	0
Asset backed securities | Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investment securities	2,029	5,583
Asset backed securities | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investment securities	0	0
Mutual funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investment securities	2,647	2,459
Mutual funds | Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investment securities	2,647	2,459
Mutual funds | Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investment securities	0	0
Mutual funds | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investment securities	$ 0	$ 0

Investment Securities (Schedule

Investment Securities (Schedule Of Investment Securities) (Details) - USD ($) $ in Thousands	Dec. 02, 2017	Jun. 03, 2017
Current investments
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	$ 190,120	$ 138,450
Unrealized Gains	0	55
Unrealized Losses	628	43
Estimated Fair Value	189,492	138,462
Noncurrent investments
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	1,711	1,706
Unrealized Gains	936	753
Unrealized Losses	0	0
Estimated Fair Value	2,647	2,459
US government and agency obligations | Current investments
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	20,907	20,259
Unrealized Gains	0	0
Unrealized Losses	120	43
Estimated Fair Value	20,787	20,216
Municipal bonds | Current investments
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	24,412	36,839
Unrealized Gains	0	34
Unrealized Losses	36	0
Estimated Fair Value	24,376	36,873
Corporate bonds | Current investments
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	139,274	75,769
Unrealized Gains	0	21
Unrealized Losses	467	0
Estimated Fair Value	138,807	75,790
Commercial paper | Current investments
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	3,494
Unrealized Gains	0
Unrealized Losses	1
Estimated Fair Value	3,493
Asset backed securities | Current investments
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	2,033	5,583
Unrealized Gains	0	0
Unrealized Losses	4	0
Estimated Fair Value	2,029	5,583
Mutual funds | Noncurrent investments
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	1,711	1,706
Unrealized Gains	936	753
Unrealized Losses	0	0
Estimated Fair Value	$ 2,647	$ 2,459

Investment Securities (Narrativ

Investment Securities (Narrative) (Details) - USD ($)	6 Months Ended
	Dec. 02, 2017	Nov. 26, 2016
Investments, Debt and Equity Securities [Abstract]
Proceeds from sale of available-for-sale securities	$ 61,700,000	$ 193,300,000
Gross realized gains on sales of available-for-sale securities	22,000	221,000
Gross realized losses on sales of available-for-sale securities	$ 0	$ 6,000

Investment Securities (Schedu33

Investment Securities (Schedule of Unrealized Holding Gain (Loss) on Investments) (Details) - USD ($) $ in Thousands	6 Months Ended
	Dec. 02, 2017	Nov. 26, 2016
Gain (Loss) on Investments [Line Items]
Unrealized holding gains, net of tax on available-for-sale securities	$ (272)	$ (21)
Current investments
Gain (Loss) on Investments [Line Items]
Unrealized holding gains, net of tax on available-for-sale securities	(420)	(78)
Noncurrent investments
Gain (Loss) on Investments [Line Items]
Unrealized holding gains, net of tax on available-for-sale securities	$ 148	$ 57

Investment Securities (Schedu34

Investment Securities (Schedule Of Contractual Maturities Of Investment Securities) (Details) $ in Thousands	Dec. 02, 2017USD ($)
Investments, Debt and Equity Securities [Abstract]
Within one year	$ 99,175
1-5 years	90,317
Total	$ 189,492

Equity (Details)

Equity (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Dec. 02, 2017	Nov. 26, 2016	Dec. 02, 2017	Nov. 26, 2016
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Balance beginning			$ 844,493
Other comprehensive loss, net of tax	$ (304)	$ (332)	(272)	$ (21)
Stock Issued During Period, Value, Restricted Stock Award, Gross			0
Forfeiture of restricted stock			0
Buyback of 638 shares to satisfy withholding obligation in connection with the vesting of restricted stock			(25)
Contribution from noncontrolling interest partners			279
Restricted stock compensation			1,737
Net loss	(26,081)	$ (22,967)	(42,258)	$ (53,947)
Balance ending	803,954		$ 803,954
Number of treasury stock shares acquired (in shares)			638
Treasury Stock
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Balance beginning			$ (23,914)
Stock Issued During Period, Value, Restricted Stock Award, Gross			2
Forfeiture of restricted stock			(3)
Buyback of 638 shares to satisfy withholding obligation in connection with the vesting of restricted stock			(25)
Balance ending	(23,940)		(23,940)
Paid In Capital
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Balance beginning			49,932
Stock Issued During Period, Value, Restricted Stock Award, Gross			(2)
Forfeiture of restricted stock			3
Restricted stock compensation			1,737
Balance ending	51,670		51,670
Accumulated Other Comprehensive Loss
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Balance beginning			(128)
Other comprehensive loss, net of tax			(272)
Balance ending	(400)		(400)
Retained Earnings
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Balance beginning			816,046
Net loss			(42,129)
Balance ending	773,917		773,917
Noncontrolling Interests
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Balance beginning			1,806
Contribution from noncontrolling interest partners			279
Net loss			(129)
Balance ending	1,956		1,956
Common Stock | Common Stock
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Balance beginning			703
Balance ending	703		703
Class A Common Stock | Common Stock
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Balance beginning			48
Balance ending	$ 48		$ 48

Subsequent Event (Details)

Subsequent Event (Details) - Subsequent Event $ / shares in Units, $ in Millions	Dec. 29, 2017USD ($)$ / shares
Subsequent Event [Line Items]
Settlement payment	$ 80.8
Settlement payment, net of tax	$ 52.8
Settlement payment per basic and diluted share (in dollars per share) | $ / shares	$ 1.09