Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Jun. 02, 2018 | Jul. 20, 2018 | Dec. 02, 2017 | |
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Jun. 2, 2018 | ||
Document Fiscal Year Focus | 2,018 | ||
Document Fiscal Period Focus | FY | ||
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 | ||
Trading Symbol | calm | ||
Entity Public Float | $ 1,521,533,525 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | Yes | ||
Common Stock | |||
Entity Common Stock, Shares Outstanding | 43,830,521 | ||
Class A Convertible Common Stock | |||
Entity Common Stock, Shares Outstanding | 4,800,000 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 02, 2018 | Jun. 03, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 48,431 | $ 17,564 |
Investment securities available-for-sale | 282,586 | 138,462 |
Receivables: | ||
Trade receivables, less allowance for doubtful accounts of $268 in 2018 and $386 in 2017 | 80,731 | 61,261 |
Income tax receivable | 0 | 52,691 |
Other | 5,108 | 3,248 |
Total receivables | 85,839 | 117,200 |
Inventories | 168,644 | 160,692 |
Prepaid expenses and other current assets | 2,020 | 2,288 |
Total current assets | 587,520 | 436,206 |
Other assets: | ||
Investments in affiliates | 66,806 | 65,731 |
Goodwill | 35,525 | 35,525 |
Other intangible assets | 26,307 | 29,149 |
Other long-lived assets | 8,905 | 8,299 |
Total other assets | 137,543 | 138,704 |
Property, plant and equipment, less accumulated depreciation | 425,384 | 458,184 |
Total assets | 1,150,447 | 1,033,094 |
Current liabilities: | ||
Trade accounts payable | 37,840 | 30,629 |
Accrued dividends payable | 17,093 | 0 |
Accrued wages and benefits | 18,967 | 15,809 |
Accrued income taxes payable | 17,446 | 0 |
Accrued expenses and other liabilities | 12,956 | 13,415 |
Current maturities of long-term debt | 3,536 | 4,826 |
Total current liabilities | 107,838 | 64,679 |
Long-term debt, less current maturities | 2,554 | 6,113 |
Other noncurrent liabilities | 8,318 | 7,527 |
Deferred income taxes | 76,055 | 110,282 |
Total liabilities | 194,765 | 188,601 |
Commitments and contingencies – See Notes 7, 8, and 12 | ||
Stockholders' equity: | ||
Paid-in capital | 53,323 | 49,932 |
Retained earnings | 924,918 | 816,046 |
Accumulated other comprehensive loss, net of tax | (693) | (128) |
Common stock in treasury, at cost – 26,430 and 26,484 shares in 2018 and 2017, respectively | (24,966) | (23,914) |
Total Cal-Maine Foods, Inc. stockholders' equity | 953,333 | 842,687 |
Noncontrolling interest in consolidated entities | 2,349 | 1,806 |
Total stockholders’ equity | 955,682 | 844,493 |
Total liabilities and stockholders' equity | 1,150,447 | 1,033,094 |
Common Stock | ||
Stockholders' equity: | ||
Common stock | 703 | 703 |
Total stockholders’ equity | 703 | 703 |
Class A Convertible Common Stock | ||
Stockholders' equity: | ||
Common stock | 48 | 48 |
Total stockholders’ equity | $ 48 | $ 48 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 02, 2018 | Jun. 03, 2017 |
Allowance for doubtful accounts | $ 268 | $ 386 |
Common stock, shares outstanding (in shares) | 48,631,000 | |
Common stock in treasury (in shares) | 26,430,000 | 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) | 43,831,000 | 43,777,000 |
Class A Convertible 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 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Jun. 02, 2018 | Jun. 03, 2017 | May 28, 2016 | |
Income Statement [Abstract] | |||
Net sales | $ 1,502,932 | $ 1,074,513 | $ 1,908,650 |
Cost of sales | 1,141,886 | 1,028,963 | 1,260,576 |
Gross profit | 361,046 | 45,550 | 648,074 |
Selling, general and administrative | 177,148 | 173,980 | 177,760 |
Legal settlement expense - See Note 12 | 80,750 | 0 | 0 |
(Gain) loss on disposal of fixed assets | 473 | 3,664 | (1,563) |
Operating income (loss) | 102,675 | (132,094) | 471,877 |
Other income (expense): | |||
Interest expense | (265) | (318) | (1,156) |
Interest income | 3,697 | 3,103 | 4,314 |
Patronage dividends | 8,286 | 7,665 | 6,930 |
Equity in income of affiliates | 3,517 | 1,390 | 5,016 |
Other, net | (573) | 5,960 | 268 |
Total other income | 14,662 | 17,800 | 15,372 |
Income (loss) before income taxes and noncontrolling interest | 117,337 | (114,294) | 487,249 |
Income tax expense (benefit) | (8,859) | (39,867) | 169,202 |
Net income (loss) including noncontrolling interest | 126,196 | (74,427) | 318,047 |
Less: Net income (loss) attributable to noncontrolling interest | 264 | (149) | 2,006 |
Net income (loss) attributable to Cal-Maine Foods, Inc. | $ 125,932 | $ (74,278) | $ 316,041 |
Net income (loss) per share: | |||
Basic (in dollars per share) | $ 2.60 | $ (1.54) | $ 6.56 |
Diluted (in dollars per share) | $ 2.60 | $ (1.54) | $ 6.53 |
Weighted average shares outstanding: | |||
Basic (in shares) | 48,353 | 48,362 | 48,195 |
Diluted (in shares) | 48,468 | 48,362 | 48,365 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 02, 2018 | Jun. 03, 2017 | May 28, 2016 | |
Statement of Comprehensive Income [Abstract] | |||
Net income (loss), including noncontrolling interests | $ 126,196 | $ (74,427) | $ 318,047 |
Other comprehensive income (loss), before tax: | |||
Unrealized holding gain (loss) on available-for-sale securities, net of reclassification adjustments | (1,151) | 177 | (25) |
(Increase) decrease in accumulated postretirement benefits obligation, net of reclassification adjustments | 249 | (334) | (118) |
Other comprehensive loss, before tax | (902) | (157) | (143) |
Income tax benefit related to items of other comprehensive income | (370) | (77) | (73) |
Other comprehensive loss, net of tax | (532) | (80) | (70) |
Comprehensive income (loss) | 125,664 | (74,507) | 317,977 |
Less: comprehensive income (loss) attributable to the noncontrolling interest | 264 | (149) | 2,006 |
Comprehensive income (loss) attributable to Cal-Maine Foods, Inc. | $ 125,400 | $ (74,358) | $ 315,971 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Treasury Stock | Paid In Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Noncontrolling Interest | Common Stock | Class A Convertible Common Stock |
Balance at May. 30, 2015 | $ 704,562 | $ (20,482) | $ 43,304 | $ 679,969 | $ 22 | $ 998 | $ 703 | $ 48 |
Balance (in shares) at May. 30, 2015 | 26,563 | 70,261 | 4,800 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Dividends | (105,570) | (105,570) | ||||||
Issuance of restricted stock from treasury, net of forfeitures | 0 | $ 58 | (58) | |||||
Issuance of restricted stock from treasury, net of forfeitures (in shares) | (76) | |||||||
Purchase of company stock - shares withheld to satisfy withholding obligation in connection with the vesting of restricted stock | (1,848) | $ (1,848) | ||||||
Purchase of company stock - shares withheld to satisfy withholding obligation in connection with the vesting of restricted stock (in shares) | 37 | |||||||
Restricted stock compensation expense | 3,071 | 3,071 | ||||||
Tax benefit on nonqualifying disposition of incentive stock options | 87 | 87 | ||||||
Distribution to noncontrolling interest partners | (918) | (918) | ||||||
Net income (loss) | 318,047 | 316,041 | 2,006 | |||||
Other comprehensive loss, net of tax | (70) | (70) | ||||||
Balance at May. 28, 2016 | 917,361 | $ (22,272) | 46,404 | 890,440 | (48) | 2,086 | $ 703 | $ 48 |
Balance (in shares) at May. 28, 2016 | 26,524 | 70,261 | 4,800 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Cumulative adjustment to restricted stock compensation from the adoption of ASU 2016-09 | 0 | 174 | (174) | |||||
Issuance of restricted stock from treasury, net of forfeitures | 0 | $ 73 | (73) | |||||
Issuance of restricted stock from treasury, net of forfeitures (in shares) | (80) | |||||||
Purchase of company stock - shares withheld to satisfy withholding obligation in connection with the vesting of restricted stock | (1,715) | $ (1,715) | ||||||
Purchase of company stock - shares withheld to satisfy withholding obligation in connection with the vesting of restricted stock (in shares) | 40 | |||||||
Restricted stock compensation expense | 3,427 | 3,427 | ||||||
Reclass of equity portion of American Egg Products in connection with Foodonics' acquisition | 0 | 58 | (58) | |||||
Distribution to noncontrolling interest partners | (73) | (73) | ||||||
Net income (loss) | (74,427) | (74,278) | (149) | |||||
Other comprehensive loss, net of tax | (80) | (80) | ||||||
Balance at Jun. 03, 2017 | 844,493 | $ (23,914) | 49,932 | 816,046 | (128) | 1,806 | $ 703 | $ 48 |
Balance (in shares) at Jun. 03, 2017 | 26,484 | 70,261 | 4,800 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Dividends | (17,093) | (17,093) | ||||||
Issuance of restricted stock from treasury, net of forfeitures | 0 | $ 76 | (76) | |||||
Issuance of restricted stock from treasury, net of forfeitures (in shares) | (80) | |||||||
Purchase of company stock - shares withheld to satisfy withholding obligation in connection with the vesting of restricted stock | (1,128) | $ (1,128) | ||||||
Purchase of company stock - shares withheld to satisfy withholding obligation in connection with the vesting of restricted stock (in shares) | 26 | |||||||
Restricted stock compensation expense | 3,467 | 3,467 | ||||||
Reclassification of stranded tax effects from change in tax rates | 0 | 33 | (33) | |||||
Contribution from noncontrolling interest partners | 279 | 279 | ||||||
Net income (loss) | 126,196 | 125,932 | 264 | |||||
Other comprehensive loss, net of tax | (532) | (532) | ||||||
Balance at Jun. 02, 2018 | $ 955,682 | $ (24,966) | $ 53,323 | $ 924,918 | $ (693) | $ 2,349 | $ 703 | $ 48 |
Balance (in shares) at Jun. 02, 2018 | 26,430 | 70,261 | 4,800 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 02, 2018 | Jun. 03, 2017 | May 28, 2016 | |
Cash flows from operating activities | |||
Net income (loss), including noncontrolling interests | $ 126,196 | $ (74,427) | $ 318,047 |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||
Depreciation and amortization | 54,026 | 49,113 | 44,592 |
Deferred income taxes | (33,809) | 14,833 | 19,392 |
Equity in income of affiliates | (3,517) | (1,390) | (5,016) |
(Gain) loss on disposal of property, plant and equipment | 472 | 3,664 | (1,563) |
Stock compensation expense, net of amounts paid | 3,467 | 3,427 | 3,071 |
Recovery of note receivable | 0 | 0 | (798) |
Amortization of investment securities | 1,680 | 3,398 | 6,599 |
Other | 71 | (209) | 0 |
Change in operating assets and liabilities, net of effects from acquisitions: | |||
(Increase) decrease in receivables and other assets | 31,403 | (37,222) | 21,160 |
(Increase) decrease in inventories | (7,952) | 2,386 | (8,539) |
Increase (decrease) in accounts payable, accrued expenses and other liabilities | 28,378 | (9,491) | (8,508) |
Net cash provided by (used in) operating activities | 200,415 | (45,918) | 388,437 |
Cash flows from investing activities | |||
Purchases of investments securities | (275,287) | (29,849) | (403,204) |
Sales and maturities of investment securities | 127,664 | 248,292 | 285,853 |
Acquisition of businesses, net of cash acquired | 0 | (85,822) | 0 |
Investment in Red River Valley Egg Farm LLC | (4,100) | (19,900) | (33,959) |
Payments received on notes receivable and from investments in affiliates | 6,581 | 6,586 | 5,427 |
Purchases of property, plant and equipment | (19,671) | (66,657) | (76,125) |
Net proceeds from disposal of property, plant and equipment | 963 | 84 | 2,860 |
Net cash provided by (used in) investing activities | (163,850) | 52,734 | (219,148) |
Cash flows from financing activities | |||
Principal payments on long-term debt | (4,849) | (16,510) | (25,290) |
Contributions from (distributions to) noncontrolling interest partners | (279) | 73 | 918 |
Purchase of common stock by treasury (including tax benefit on nonqualifying disposition of incentive stock options) | (1,128) | (1,715) | (1,760) |
Payments of dividends | 0 | 0 | (120,942) |
Net cash used in financing activities | (5,698) | (18,298) | (148,910) |
Increase (decrease) in cash and cash equivalents | 30,867 | (11,482) | 20,379 |
Cash and cash equivalents at beginning of year | 17,564 | 29,046 | 8,667 |
Cash and cash equivalents at end of year | 48,431 | 17,564 | 29,046 |
Supplemental cash flow information: | |||
Income taxes paid (refunds received), net | (45,101) | (15,233) | 166,840 |
Interest (net of amount capitalized) | $ 265 | $ 317 | $ 1,067 |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Jun. 02, 2018 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies Principles of Consolidation The consolidated financial statements include the accounts of Cal-Maine Foods, Inc. and its subsidiaries (“we,” “us,” “our,” or the “Company”). All significant intercompany transactions and accounts have been eliminated in consolidation. Business The Company is principally engaged in the production, processing and distribution of shell eggs. The Company’s operations are significantly affected by the market price fluctuation of its principal product, shell eggs, and the costs of its principal feed ingredients, corn, soybean meal, and other grains. The Company sells shell eggs to a diverse group of customers, including national and local grocery store chains, club stores, foodservice distributors, and egg product consumers. The Company’s sales are primarily in the southeastern, southwestern, mid-western and mid-Atlantic regions of the United States. Credit is extended based upon an evaluation of each customer’s financial condition and credit history and generally collateral is not required. Credit losses have consistently been within management’s expectations. Two customers, Wal-Mart and Sam’s Club, on a combined basis, accounted for 33.2% , 28.9% and 28.9% of the Company’s net sales in fiscal years 2018 , 2017 , and 2016 , respectively. Fiscal Year The Company’s fiscal year-end is on the Saturday nearest May 31, which was June 2, 2018 (52 weeks), June 3, 2017 (53 weeks), and May 28, 2016 (52 weeks) for the most recent three fiscal years. Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. We maintain bank accounts that are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 . At June 2, 2018 and routinely throughout these years, the Company maintained cash balances with certain financial institutions in excess of federally insured amounts. The Company has not experienced any loss 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 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. At June 2, 2018 , and June 3, 2017 , checks outstanding in excess of related book cash balances totaled $418,000 and $2.0 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 losses, net of tax, of $294,000 at June 2, 2018 , compared with unrealized gains, net of tax, of $473,000 at June 3, 2017 , both of 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 June 2, 2018 and June 3, 2017 , we had $282.6 million and $138.5 million , respectively, of current investment securities available-for-sale consisting of commercial paper, U.S. government obligations, government agency bonds, certificates of deposit, variable rate demand notes, tax-exempt municipal bonds, zero coupon municipal bonds and corporate bonds with maturities of three months or longer when purchased. We classified these securities as current, because the amounts invested are available for current operations. At June 2, 2018 and June 3, 2017 we had $3.1 million and $2.5 million , respectively, of investments in mutual funds which are considered long term and are a part of “Other Investments” in the Consolidated Balance Sheet. Investment in Affiliates The equity method of accounting is used when the Company has a 20% to 50% interest in other entities or when the Company exercises significant influence over the entity. Under the equity method, original investments are recorded at cost and adjusted by the Company’s share of undistributed earnings or losses of these entities. Nonmarketable investments in which the Company has less than a 20% interest and in which it does not have the ability to exercise significant influence over the investee are initially recorded at cost, and periodically reviewed for impairment. Trade Receivables and Allowance for Doubtful Accounts Trade receivables are comprised primarily of amounts owed to the Company from customers, which amounted to $80.7 million at June 2, 2018 and $61.3 million at June 3, 2017 . They are presented net of an allowance for doubtful accounts of $268,000 at June 2, 2018 and $386,000 at June 3, 2017 . 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 aged, generally 100% for amounts aged more than 60 days. Collateral is generally not required. Credit losses have consistently been within management’s expectations. At both June 2, 2018 and June 3, 2017 two customers accounted for approximately 33.4% and 27.5% of the Company’s trade accounts receivable, respectively. Inventories Inventories of eggs, feed, supplies and flocks are valued principally at the lower of cost (first-in, first-out method) or net realizable value. 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. They are amortized over their estimated useful lives of 5 to 15 years. The gross cost and accumulated amortization of intangible assets are removed when the recorded amounts are fully amortized and the asset is no longer in use or the contract has expired. Goodwill Goodwill represents the excess of the purchase price over the fair value of the identifiable net assets acquired. Goodwill is evaluated for impairment annually by first performing a qualitative assessment to determine whether a quantitative goodwill test is necessary. After assessing the totality of events or circumstances, if we determine it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then we perform additional quantitative tests to determine the magnitude of any impairment. Accrued Self Insurance We use a combination of insurance and self-insurance mechanisms to provide for the potential liabilities for health and welfare, workers’ compensation, auto liability and general liability risks. Liabilities associated with our risks retained are estimated, in part, by considering claims experience, demographic factors, severity factors and other actuarial assumptions. Dividends Cal-Maine pays a dividend to shareholders of its Common Stock and Class A Common Stock on a quarterly basis for each quarter for which the Company reports net income computed in accordance with generally accepted accounting principles in an amount equal to one-third (1/3) of such quarterly income. Dividends are paid to shareholders of record as of the 60th day following the last day of such quarter, except for the fourth fiscal quarter. For the fourth quarter, the Company will pay dividends to shareholders of record on the 65th day after the quarter end. Dividends are payable on the 15th day following the record date. Following a quarter for which the Company does not report net income, the Company will not pay a dividend for a subsequent profitable quarter until the Company is profitable on a cumulative basis computed from the date of the last quarter for which a dividend was paid. Dividends payable, which would represent accrued unpaid dividends applicable to the Company's fourth quarter, were $17.1 million at June 2, 2018 and zero at June 3, 2017 . 13 Weeks Ended 14 Weeks Ended 52 Weeks Ended 53 Weeks Ended June 2, 2018 June 3, 2017 June 2, 2018 June 3, 2017 Net income (loss) attributable to Cal-Maine Foods, inc. $ 71,767 $ (24,471 ) $ 125,932 $ (74,278 ) Cumulative losses to be recovered prior to payment of dividend at beginning of the period (20,488 ) (50,182 ) (74,653 ) (375 ) Net income (loss) attributable to Cal-Maine Foods, Inc. available for dividend $ 51,279 $ (74,653 ) $ 51,279 $ (74,653 ) 1/3 of net income attributable to Cal-Maine Foods, Inc. 17,093 Common stock outstanding (shares) 43,831 Class A common stock outstanding (shares) 4,800 Total common stock outstanding (shares) 48,631 Dividends per common share* $ 0.351 $ — $ 0.351 $ — *Dividends per common share = 1/3 of Net income (loss) attributable to Cal-Maine Foods, Inc. available for dividend ÷ Total common stock outstanding (shares). 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 Operations and totaled $53.2 million , $53.3 million , and $49.6 million in fiscal years 2018 , 2017 , and 2016 , 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. In May 2014, the Financial Accounting Standards Board (the "FASB") issued ASU 2014-09 "Revenue from Contracts with Customers" (Topic 606) ("ASU 2014-09"), which supersedes most existing revenue recognition guidance. We adopted ASU 2014-09 on June 3, 2018. See the caption below, "Impact of Recently Issued Accounting Standards" for details of our adoption of ASU 2014-09. Sales Incentives provided to Customers The Company periodically provides incentive offers to its customers to encourage purchases. Such offers include current discount offers (e.g., percentage discounts off current purchases), inducement offers (e.g., offers for future discounts subject to a minimum current purchase), and other similar offers. Current discount offers, when accepted by customers, are treated as a reduction to the sales price of the related transaction, while inducement offers, when accepted by customers, are treated as a reduction to sales price based on estimated future redemption rates. Redemption rates are estimated using the Company’s historical experience for similar inducement offers. Current discount and inducement offers are presented as a net amount in ‘‘Net sales.’’ Advertising Costs The Company expensed advertising costs as incurred of $6.3 million , $12.1 million , and $10.3 million in fiscal 2018 , 2017 , and 2016 , 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 statement of operations based on their fair values. ASC 718 requires the benefits of tax deductions in excess of recognized compensation cost to be reported as a financing cash flow. See Note 10: Stock Compensation Plans for more information. Net Income (Loss) per Common Share Basic net income per share is based on the weighted average common and Class A shares outstanding. Diluted net income per share includes any dilutive effects of stock options outstanding and unvested restricted shares. Basic net income per share was calculated by dividing net income by the weighted-average number of common and Class A shares outstanding during the period. Diluted net income per share was calculated by dividing net income by the weighted-average number of common shares outstanding during the period plus the dilutive effects of stock options and unvested restricted shares. Due to the net loss in the year ended June 3, 2017 , restricted shares in the amount of 131,292 were excluded from the calculation of diluted earnings per share because their inclusion would have been antidilutive. The computations of basic net income per share and diluted net income per share are as follows (in thousands): June 2, 2018 June 3, 2017 May 28, 2016 Net income (loss) attributable to Cal-Maine Foods, Inc. $ 125,932 $ (74,278 ) $ 316,041 Basic weighted-average common shares (including Class A) 48,353 48,362 48,195 Effect of dilutive securities: Common stock options and restricted stock 115 — 170 Dilutive potential common shares 48,468 48,362 48,365 Net income (loss) per common share: Basic $ 2.60 $ (1.54 ) $ 6.56 Diluted $ 2.60 $ (1.54 ) $ 6.53 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 Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update No. 2014-09, Revenue from Contracts with Customers (ASU 2014-09). The standard provides companies with a single model for use in accounting for revenue arising from contracts with customers and supersedes current revenue recognition guidance, including industry-specific revenue guidance. The core principle of the model is to recognize revenue when control of the goods or services transfers to the customer in an amount that reflects the consideration that is expected to be received for those goods or services. In August 2015, FASB issued ASU 2015-14 which deferred the effective date of ASU 2014-09 until annual reporting periods beginning after December 15, 2017. 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 adopted the new standard on June 3, 2018 utilizing the full retrospective method. The Company’s assessment efforts included an evaluation of certain revenue contracts with customers and related sales incentives. The Company’s adoption of ASU 2014-09 will not have a material impact on the results of operations or financial position. In February 2016, the FASB issued ASU 2016-02, Leases . The purpose of the standard is to improve transparency and comparability related to the accounting and reporting of leasing arrangements. The guidance will require balance sheet recognition for assets and liabilities associated with rights and obligations created by leases with terms greater than twelve months. ASU 2016-02 is effective for annual reporting periods beginning after December 15, 2018, and interim periods within those annual periods. Early adoption is permitted. Based on the findings to date, the Company does not expect ASU 2016-02 to have a material impact on the results of operations or financial position; however, the Company’s assessment is not complete. In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment , which removes step 2 from the goodwill impairment test. As a result, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting units' fair value. The guidance is effective for annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2019, our fiscal 2021. Early adoption is permitted for annual or interim goodwill impairment tests performed on testing dates after January 1, 2017, and the prospective transition method should be applied. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements. In February 2018, the FASB issued ASU 2018-02, Income Statement - Reporting Comprehensive Income, which allows for reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act. ASU 2018-02 is effective for annual reporting periods beginning after December 15, 2018, and interim periods within those annual periods. Early adoption is permitted. The company early adopted ASU 2018-02 in the fourth quarter of fiscal 2018 and reclassified $33,000 from accumulated other comprehensive income to retained earnings as a result of ASU 2018-02. Reclassification Certain prior period amounts have been reclassified to conform with current presentation. Such reclassifications had no impact on previously reported net income or shareholders' equity. |
Acquisition
Acquisition | 12 Months Ended |
Jun. 02, 2018 | |
Business Combinations [Abstract] | |
Acquisition | Acquisitions Fiscal 2017 Acquisitions On October 16, 2016, the Company acquired substantially all of the egg production assets and assumed certain liabilities of Foodonics International, Inc. and its related entities doing business as Dixie Egg Company (collectively, “Foodonics”) for $68.6 million of cash and $3.0 million of deferred purchase price. On February 18, 2017, the Company acquired substantially all of the egg production, processing, and distribution assets of Happy Hen Egg Farms, Inc. and its affiliates (collectively, “Happy Hen”) for $17.2 million . The following table summarizes the aggregate purchase price allocation for Foodonics and Happy Hen (in thousands): Inventory $ 8,278 Property, plant and equipment 49,849 Intangible assets 26,400 Liabilities assumed (2,034 ) Total identifiable net assets 82,493 Goodwill 6,329 Purchase price 88,822 Deferred purchase price (3,000 ) Cash consideration paid $ 85,822 Pro-forma information, which is usually presented for information purposes only and is not necessarily indicative of the results of operations that actually would have been achieved had the acquisition been completed as of an earlier time, was not material to the Company’s Consolidated Financial Statements. |
Investment in Affiliates
Investment in Affiliates | 12 Months Ended |
Jun. 02, 2018 | |
Investments in and Advances to Affiliates, Schedule of Investments [Abstract] | |
Investment in Affiliates | Investment in Affiliates The Company has several investments in non-consolidated affiliates that are accounted for using the equity method of accounting. As of June 2, 2018 , the Company owns 50% of each of Red River Valley Egg Farm, LLC, Specialty Eggs, LLC, and Southwest Specialty, LLC. Investment in affiliates are included in “Other Investments” in the accompanying Consolidated Balance Sheets and totaled $64.2 million and $62.8 million at June 2, 2018 and at June 3, 2017 , respectively. Equity in income of affiliates of $3.5 million , $1.4 million , and $5.0 million from these entities has been included in the Consolidated Statements of Operations for fiscal 2018 , 2017 , and 2016 , respectively. The condensed consolidated financial information for the Company's unconsolidated joint ventures was as follows: For the fiscal year ended June 2, 2018 June 3, 2017 May 28, 2016 Net sales 137,612 86,072 91,320 Net income 7,071 2,804 10,090 Total assets 134,056 131,871 100,700 Total liabilities 5,859 6,543 5,697 Total equity 128,197 125,328 95,003 The Company is a member of Eggland’s Best, Inc. (“EB”), which is a cooperative. At June 2, 2018 and June 3, 2017 , “Other Investments” as shown on the Company’s Consolidated Balance Sheet includes the cost of the Company’s investment in EB plus any qualified written allocations. The Company cannot exert significant influence over EB’s operating and financial activities; therefore, the Company accounts for this investment using the cost method. The carrying value of this investment at June 2, 2018 and June 3, 2017 was $2.6 million and $2.9 million , respectively. The Company regularly transacts business with its cost and equity method affiliates. The following relates to the Company’s transactions with these unconsolidated affiliates (in thousands): For the fiscal year ended June 2, 2018 June 3, 2017 May 28, 2016 Sales to affiliates $ 59,295 $ 59,073 $ 61,094 Purchases from affiliates 81,043 73,713 79,419 Dividends from affiliates 4,664 6,581 4,550 June 2, 2018 June 3, 2017 Accounts receivable from affiliates $ 4,603 $ 4,643 Accounts payable to affiliates 3,525 3,617 |
Inventories
Inventories | 12 Months Ended |
Jun. 02, 2018 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories consisted of the following (in thousands): June 2, 2018 June 3, 2017 Flocks, net of accumulated amortization $ 96,594 $ 98,059 Eggs 17,313 14,911 Feed and supplies 54,737 47,722 $ 168,644 $ 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 June 2, 2018 , consisted of approximately 9.6 million pullets and breeders and 36.3 million layers. The Company expensed amortization and mortality associated with the flocks to cost of sales as follows (in thousands): June 2, 2018 June 3, 2017 May 28, 2016 Amortization $ 117,774 $ 118,859 $ 106,459 Mortality 4,438 5,213 3,665 Total flock costs charge to cost of sales $ 122,212 $ 124,072 $ 110,124 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Jun. 02, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | 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 Trademark intangibles Balance May 28, 2016 $ 29,196 $ 397 $ 3,685 $ 28 $ 128 $ 720 $ — $ 4,958 Additions 6,329 24,000 1,900 100 — — 400 26,400 Amortization — (1,183 ) (925 ) (24 ) (62 ) — (15 ) (2,209 ) Balance June 3, 2017 35,525 23,214 4,660 104 66 720 385 29,149 Amortization — (1,631 ) (1,078 ) (18 ) (66 ) — (49 ) (2,842 ) Balance June 2, 2018 $ 35,525 $ 21,583 $ 3,582 $ 86 $ — $ 720 $ 336 $ 26,307 For the Other Intangibles listed above, the gross carrying amounts and accumulated amortization are as follows (in thousands): June 2, 2018 June 3, 2017 Gross carrying Accumulated Gross carrying Accumulated amount amortization amount amortization Other intangible assets: Franchise rights $ 29,284 $ (7,701 ) $ 29,284 $ (6,070 ) Customer relationships 19,544 (15,962 ) 19,544 (14,884 ) Non-compete agreements 200 (114 ) 200 (96 ) Right of use intangible 191 (191 ) 191 (125 ) Water rights * 720 — 720 — Trademark 400 (64 ) 400 (15 ) Total $ 50,339 $ (24,032 ) $ 50,339 $ (21,190 ) * 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 2018 , 2017 , and 2016 totaled $2.8 million , $2.2 million , and $2.6 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 2019 $ 2,766 2020 2,766 2021 2,228 2022 1,924 2023 1,924 Thereafter 13,979 Total $ 25,587 |
Property, Plant And Equipment
Property, Plant And Equipment | 12 Months Ended |
Jun. 02, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment consisted of the following (in thousands): June 2, June 3, Land and improvements $ 90,757 $ 87,276 Buildings and improvements 360,030 342,933 Machinery and equipment 478,997 460,218 Construction-in-progress 9,307 36,752 939,091 927,179 Less: accumulated depreciation 513,707 468,995 $ 425,384 $ 458,184 Depreciation expense was $51.1 million , $48.8 million and $41.4 million in fiscal years 2018 , 2017 and 2016 , respectively. The Company maintains insurance for both property damage and business interruption relating to catastrophic events, such as 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 2018 , 2017 , and 2016 are discussed below. In the second quarter of fiscal 2016 , 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 2016 , the Company’s Shady Dale, Georgia complex was damaged by a fire. The fire destroyed two pullet houses. These claims were resolved in fiscal 2017 and did not have a material impact on the Company’s results of operations. |
Leases
Leases | 12 Months Ended |
Jun. 02, 2018 | |
Leases [Abstract] | |
Leases | Leases Future minimum payments under non-cancelable operating leases that have initial or remaining non-cancelable terms in excess of one year at June 2, 2018 are as follows (in thousands): 2019 $ 865 2020 531 2021 487 2022 380 2023 206 Thereafter 17 Total minimum lease payments $ 2,486 Substantially all of the leases require the Company to pay taxes, maintenance, insurance and certain other operating expenses applicable to the leased assets. Vehicle rent expense totaled $578,000 , $475,000 and $190,000 in fiscal 2018 , 2017 and 2016 , respectively. Rent expense excluding vehicle rent was $3.2 million , $3.5 million , and $3.9 million in fiscal 2018 , 2017 and 2016 , respectively, primarily for the lease of certain operating facilities and equipment. |
Credit Facilities and Long-Term
Credit Facilities and Long-Term Debt | 12 Months Ended |
Jun. 02, 2018 | |
Debt Disclosure [Abstract] | |
Credit Facilities and Long-Term Debt | Credit Facilities and Long-Term Debt Long-term debt consisted of the following (in thousands except interest rate and installment data): June 2, June 3, Note payable at 6.20%, due in monthly principal installments of $250,000, plus interest, maturing in fiscal 2020 $ 4,500 $ 7,500 Note payable at 5.40%, due in monthly principal installments of $125,000, plus interest, maturing in fiscal 2019 250 1,750 Capital lease obligations 1,340 1,689 Total debt 6,090 10,939 Less: current maturities 3,536 4,826 Long-term debt, less current maturities $ 2,554 $ 6,113 The aggregate annual fiscal year maturities of long-term debt at June 2, 2018 are as follows (in thousands): 2019 $ 3,536 2020 1,696 2021 205 2022 215 2023 224 Thereafter 214 $ 6,090 Certain property, plant, and equipment is pledged as collateral on our notes payable. 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 June 2, 2018 , we were in compliance with the financial covenant requirements of all loan agreements. Under certain of the loan agreements, the lenders have the option to require the prepayment of any outstanding borrowings in the event we undergo a change in control, as defined in the applicable loan agreement. Our debt agreements require Fred R. Adams, Jr., the Company’s Founder and Chairman Emeritus, or his family, to maintain ownership of Company shares representing not less than 50% of the outstanding voting power of the Company. We are in compliance with those covenants at June 2, 2018 . Interest, net of amount capitalized, of $265,000 , $318,000 , and $1.1 million was paid during fiscal 2018 , 2017 and 2016 , respectively. Interest of $217,000 , $1.1 million and $1.1 million was capitalized for construction of certain facilities during fiscal 2018 , 2017 and 2016 , respectively. On July 10, 2018, subsequent to the end of our fiscal year, we entered into a $100.0 million Senior Secured Revolving Credit Facility with BMO Harris Bank and Greenstone Farm Credit Services. See Note 17, "Subsequent Events" for details. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Jun. 02, 2018 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | 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 $16.1 million , $14.0 million , and $11.8 million in fiscal years 2018 , 2017 and 2016 , respectively. The liability recorded for incurred but not reported claims was $1.1 million as of June 2, 2018 and $900,000 as of June 3, 2017 . The Company has a KSOP plan that covers substantially all employees (“the Plan”). The Company makes contributions to the Plan at a rate of 3% of participants' eligible compensation, plus an additional amount determined at the discretion of the Board of Directors. Contributions can be made in cash or the Company's common stock, and vest immediately. The Company's cash contributions to the Plan were $3.3 million , $3.2 million , and $2.9 million in fiscal years 2018 , 2017 and 2016 , respectively. The Company did not make direct contributions of the Company’s common stock in fiscal years 2018 , 2017 , or 2016 . Dividends on the Company’s common stock are paid to the Plan in cash. The Plan acquires the Company’s common stock, which is listed on the NASDAQ, by using the dividends and the Company’s cash contribution to purchase shares in the public markets. The Plan sold common stock on the NASDAQ to pay benefits to Plan participants. Participants may make contributions to the Plan up to the maximum allowed by the Internal Revenue Service regulations. The Company does not match participant contributions. The Company has deferred compensation agreements with certain officers for payments to be made over specified periods beginning when the officers reach age 65 or over as specified in the agreements. Amounts accrued for the agreements are based upon deferred compensation earned over the estimated remaining service period of each officer. Payments made under the plan were $110,000 , $110,000 , and $102,000 in fiscal years 2018 , 2017 , and 2016 , respectively. The liability recorded related to these agreements was $1.5 million at June 2, 2018 and $1.6 million at June 3, 2017 . 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 $298,000 , $290,000 , and $284,000 in fiscal 2018 , 2017 and 2016 , respectively. Payments made under the plan were $42,000 and $147,000 in fiscal 2018 and 2017 , respectively. The liability recorded related to these agreements was $3.1 million and $2.5 million at June 2, 2018 and June 3, 2017 , respectively. Deferred compensation expense for both plans totaled $693,000 , $616,000 and $347,000 in fiscal 2018 , 2017 and 2016 , 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”, whereby an employer recognizes the funded status of a defined benefit postretirement plan as an asset or liability, and recognizes changes in the funded status in the year the change occurs through comprehensive income. Additionally, this expense is recognized on an accrual basis over the employees’ approximate period of employment. The liability associated with the plan was $2.3 million at June 2, 2018 and June 3, 2017 . The remaining disclosures associated with ASC 715 are immaterial to the Company’s financial statements. |
Stock Compensation Plans
Stock Compensation Plans | 12 Months Ended |
Jun. 02, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Compensation Plans | Stock Compensation Plans 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 available for awards under the 2012 Plan is 1,000,000 shares issuable from the Company’s treasury stock. Awards may be granted under the 2012 Plan to any employee, any non-employee member of the Company’s Board of Directors, and any consultant who is a natural person and provides services to us or one of our subsidiaries (except for incentive stock options which may be granted only to our employees). As of June 2, 2018, there were 423,092 shares available for future issuance under the 2012 Plan. In January 2018, the Company granted 88,965 restricted shares from treasury. The restricted shares vest three years from the grant date, or upon death or disability, change in control, or retirement (subject to certain requirements). The restricted shares contain no other service or performance conditions. Restricted stock is awarded in the name of the recipient and except for the right of disposal, constitutes 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 was $5.9 million at June 2, 2018 and June 3, 2017 . The unrecognized compensation expense will be amortized to stock compensation expense over a period of 2.1 years . The Company recognized stock compensation expense of $3.5 million , $3.4 million , and $1.7 million for equity awards in fiscal 2018 , 2017 , and 2016 , 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, May 28, 2016 288,900 $ 35.97 Granted 86,215 43.00 Vested (121,148 ) 26.90 Forfeited (6,232 ) 39.66 Outstanding, June 3, 2017 247,735 $ 35.97 Granted 88,965 43.81 Vested (85,990 ) 36.76 Forfeited (9,420 ) 42.43 Outstanding, June 2, 2018 241,290 $ 42.30 |
Income Taxes
Income Taxes | 12 Months Ended |
Jun. 02, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Income tax expense (benefit) consisted of the following: Fiscal year ended June 2, June 3, May 28, Current: Federal $ 18,560 $ (48,030 ) $ 132,250 State 6,390 (6,670 ) 17,560 24,950 (54,700 ) 149,810 Deferred: Federal 11,038 13,076 17,096 Enacted rate change (42,973 ) — — State (1,874 ) 1,757 2,296 (33,809 ) 14,833 19,392 $ (8,859 ) $ (39,867 ) $ 169,202 Significant components of the Company’s deferred tax liabilities and assets were as follows: June 2, June 3, Deferred tax liabilities: Property, plant and equipment $ 47,899 $ 68,830 Inventories 25,494 38,270 Investment in affiliates 7,996 8,563 Other comprehensive income — 290 Other 1,616 4,656 Total deferred tax liabilities 83,005 120,609 Deferred tax assets: Accrued expenses 3,013 4,308 State operating loss carryforwards 566 — Other comprehensive loss 95 — Other 3,276 6,019 Total deferred tax assets 6,950 10,327 Net deferred tax liabilities $ 76,055 $ 110,282 The differences between income tax expense (benefit) at the Company’s effective income tax rate and income tax expense at the statutory federal income tax rate were as follows: Fiscal year end June 2, June 3, May 28, Statutory federal income tax (benefit) $ 34,105 $ (39,950 ) $ 169,835 State income tax (benefit) 3,200 (3,193 ) 12,906 Domestic manufacturers deduction (2,545 ) 4,095 (13,332 ) Enacted rate change (42,973 ) — — Tax exempt interest income (101 ) (206 ) (233 ) Other, net (545 ) (613 ) 26 $ (8,859 ) $ (39,867 ) $ 169,202 On December 22, 2017, the President of the United States signed into law the Tax Cuts and Jobs Act of 2017 (the “Act”). The new tax legislation reduces the United States corporate tax rate from 35% to 21% effective January 1, 2018. Following the enactment of the Act, the United States Securities and Exchange Commission issued guidance in Staff Accounting Bulletin 118 which provides the Company up to a one-year measurement period, beginning on the Act’s enactment date, in which to complete the required analysis and accounting for the effects of the Act. The guidance allows the Company to record provisional adjustments related to the impacts of the Act when the accounting for the effects of the Act is incomplete, but when reasonable estimates can be made regarding the effects of the Act. In the fiscal 2018 third quarter our accounting for the Act was not complete, because it required the Company to estimate the timing of settlement of the temporary differences from which our deferred taxes arose; however, we were able to make reasonable estimates, and we recorded those estimates as provisional adjustments. The Company completed additional analysis during its fourth quarter and further adjustments to the provisional amounts were required. As a result, the Company has recorded a $43.0 million tax benefit in connection with the Act for fiscal year 2018. Federal and state income taxes of $2.1 million , $3.7 million , and $167.2 million were paid in fiscal years 2018 , 2017 , and 2016 , respectively. Federal and state income taxes of $47.2 million , $17.6 million , and $320,000 were refunded in fiscal years 2018 , 2017 , and 2016 , respectively. We had no significant unrecognized tax benefits at June 2, 2018 or June 3, 2017 . Accordingly, we do not have any accrued interest or penalties related to uncertain tax positions. However, if interest or penalties were to be incurred related to uncertain tax positions, such amounts would be recognized in income tax expense. We are under audit by the IRS for the fiscal years 2013 through 2015. We are subject to income tax in many jurisdictions within the U.S., and certain jurisdictions are under audit by state and local tax authorities. The resolutions of these audits are not expected to be material to our consolidated financial statements. Tax periods for all years beginning with fiscal year 2013 remain open to examination by federal and state taxing jurisdictions to which we are subject. |
Contingencies
Contingencies | 12 Months Ended |
Jun. 02, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | Contingencies Financial Instruments The Company maintains standby letters of credit (“LOC”) with a bank totaling $4.2 million at June 2, 2018 . These LOCs are collateralized with cash included in the line item “Other assets” in the consolidated balance sheets. The outstanding LOCs are for the benefit of certain insurance companies. None of the LOCs are recorded as a liability on the Consolidated Balance Sheets. Litigation The Company is a defendant in certain legal actions, and intends to vigorously defend its position in these actions. The Company assesses the likelihood of material adverse judgments or outcomes to the extent losses are reasonably estimable. If the assessment of a contingency indicates it is probable that a material loss has been incurred and the amount of the liability can be reasonably estimated, the estimated liability is accrued in the Company’s financial statements. If the assessment indicates a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed. Egg Antitrust Litigation On September 25, 2008, the Company was named as one of several defendants in numerous antitrust cases involving the United States shell egg industry. The 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 “District Court”), in three groups of cases - the “Direct Purchaser Putative Class Action”, the “Indirect Purchaser Putative Class Action” and the “Non-Class Cases.” The Direct Purchaser Putative Class Action . The named plaintiffs in these cases alleged that they purchased eggs or egg products directly from a defendant and sued on behalf of themselves and a putative class of others who claimed to be similarly situated. As previously reported, in November 2014, the District Court approved the Company’s settlement with the direct purchaser plaintiff class and entered final judgment dismissing with prejudice the class members’ claims against the Company. The Indirect Purchaser Putative Class Action . The named plaintiffs in these cases are individuals or companies who allege that they purchased shell eggs indirectly from one or more of the defendants - that is, they purchased from retailers that had previously purchased from defendants or other parties - and have sued on behalf of themselves and a putative class of others who claim to be similarly situated. The District Court denied the indirect purchaser plaintiffs’ motion for class certification. On June 28, 2018, the Company entered into a settlement agreement with the indirect purchaser plaintiffs, for an immaterial amount, and on July 17, 2018, the Court entered an order dismissing all indirect purchaser plaintiffs’ claims against the Company and other defendants. The Non-Class Cases . In the remaining 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. On April 4, 2018, the Court entered a final judgement dismissing all claims against the Company brought by the following non-class plaintiffs: The Kroger Co.; Publix Super Markets, Inc.; SUPERVALU, Inc.; Safeway, Inc.; Albertsons LLC; H.E. Butt Grocery Co.; The Great Atlantic & Pacific Tea Company, Inc.; Walgreen Co.; Hy-Vee, Inc.; and Giant Eagle, Inc., with prejudice, pursuant to the Company’s previously announced $80.8 million settlement with the named plaintiffs. The only non-class plaintiffs that are not included in the settlement agreement are the following companies that sought substantial damages allegedly arising from the purchase of egg products (as opposed to shell eggs): Conopco, Inc., Kraft Food Global, Inc., General Mills, Inc., Nestle USA, Inc., and The Kellogg Company. The egg products plaintiffs sought treble damages and injunctive relief under the Sherman Act attacking certain features of the UEP animal-welfare guidelines and program used by the Company and many other egg producers. On September 6, 2016, the District Court granted defendants’ motion for summary judgment and dismissed with prejudice all claims based on the purchase of egg products. That ruling was appealed to the United States Court of Appeals for the Third Circuit, and on January 22, 2018, the Third Circuit reversed the District Court’s grant of summary judgement and remanded the case to the District Court. Even though the appealing egg-products plaintiffs had asked the Third Circuit to remand the case for trial, the Third Circuit declined, instead remanding the case for further proceedings, including the suggestion that the District Court determine whether the egg-products plaintiffs had sufficient evidence of causation and damages to submit the case to a jury. On March 5, 2018, defendants filed a motion in the District Court seeking leave to file a motion for summary judgment in light of the remand statements in the Third Circuit’s opinion. Plaintiffs opposed that motion, and on March 26, 2018, the defendants filed a reply in support of the motion. On July 16, 2018, the court granted the defendants’ motion for leave allowing the defendants to re-file a motion for summary judgment no later than August 17, 2018. The Company intends to file a motion for summary judgment by this deadline based on the non-class egg products plaintiffs’ failure to present any triable issue of fact on the elements of causation and damages in their claims related to the purchases of processed egg products. Allegations in Each Case . In all of the cases described above, the plaintiffs allege that the Company and certain other large domestic egg producers conspired to reduce the domestic supply of eggs in a concerted effort to raise the price of eggs to artificially high levels. In each case, plaintiffs allege that all defendants agreed to reduce the domestic supply of eggs by: (a) agreeing to limit production; (b) manipulating egg exports; and (c) implementing industry-wide animal welfare guidelines that reduced the number of hens and eggs. The Company intends to continue to defend the remaining cases as vigorously as possible based on defenses which the Company believes are meritorious and provable. While management believes that the likelihood of a material adverse outcome in the overall egg antitrust litigation has been significantly reduced as a result of the settlements and rulings described above, there is still a reasonable possibility of a material adverse outcome in the remaining egg antitrust litigation. At the present time, however, it is not possible to estimate the amount of monetary exposure, if any, to the Company because of these cases. Adjustments, if any, which might result from the resolution of these remaining legal matters, have not been reflected in the financial statements. State of Oklahoma Watershed Pollution Litigation On June 18, 2005, the State of Oklahoma filed suit, in the United States District Court for the Northern District of Oklahoma, against Cal-Maine Foods, Inc. and Tyson Foods, Inc., Cobb-Vantress, Inc., Cargill, Inc., George’s, Inc., Peterson Farms, Inc., Simmons Foods, Inc., and certain affiliates of the foregoing. 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. Other Matters In addition to the above, the Company is involved in various other claims and litigation incidental to its business. Although the outcome of these matters cannot be determined with certainty, management, upon the advice of counsel, is of the opinion that the final outcome should not have a material effect on the Company’s consolidated results of operations or financial position. At this time, it is not possible for us to predict the ultimate outcome of the matters set forth above. |
Description of Rights and Privi
Description of Rights and Privileges of Capital Stock-Capital Structure Consists of Common Stock and Class A Common Stock | 12 Months Ended |
Jun. 02, 2018 | |
Stockholders' Equity Note [Abstract] | |
Description of Rights and Privileges of Capital Stock-Capital Structure Consists of Common Stock and Class A Common Stock | Description of Rights and Privileges of Capital Stock—Capital Structure Consists of Common Stock and Class A Common Stock The Company has two classes of capital stock: Common Stock and Class A Common Stock. Except as otherwise required by law or the Company's certificate of incorporation, 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 holders of Common Stock and Class A Common Stock are not entitled to preemptive or subscription rights. 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 is declared and paid to Common Stock concurrently. Each share of Class A Common Stock is convertible, at the option of its holder, into one share of Common Stock at any time. Prior to amendments to the Company’s certificate of incorporation approved at a special stockholders’ meeting on July 20, 2018, the Class A Common Stock could only be issued to Fred R. Adams, Jr., the Company’s Founder and Chairman Emeritus, and members of his immediate family, defined as his spouse, his natural children, his sons-in-law and his grandchildren. In the event any share of Class A Common Stock, by operation of law or otherwise was, or was deemed to be owned by any person other than Mr. Adams or a member of his immediate family, the Class A Common Stock would automatically convert into Common Stock, whereby the voting power of such stock would be reduced from ten votes per share to one vote per share. Also, shares of Class A Common Stock would 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 were transferred, by any means, to any person other than Mr. Adams or a member of his immediate family. As further described in Note 17, at a special meeting on July 20, 2018, the Company’s stockholders approved amendments to the Company’s certificate of incorporation to change the restrictions on who may hold Class A Common Stock, add certain other provisions and make certain ancillary changes. |
Fair Value Measures
Fair Value Measures | 12 Months Ended |
Jun. 02, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measures | 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, accounts receivable, and accounts payable: The carrying amount approximates fair value due to the short maturity of these instruments. Long-term debt: The carrying value of the Company’s long-term debt is at its stated value. We have not elected to carry our long-term debt at fair value. Fair values for debt are based on quoted market prices or published forward interest rate curves, which are level 2 inputs. Estimated fair values are management’s estimates, which is a level 3 input; however, when there is no readily available market data, the estimated fair values may not represent the amounts that could be realized in a current transaction, and the fair values could change significantly. The fair value of the Company’s debt is sensitive to changes in the general level of U.S. interest rates. Under its current policies, the Company does not use interest rate derivative instruments to manage exposure to interest rate changes. A one percent (1%) decrease in interest rates would increase the net fair value of the Company’s debt by $65,000 at June 2, 2018 . The fair value and carrying value of the Company’s long-term debt were as follows (in thousands): June 2, 2018 June 3, 2017 Carrying Value Fair Value Carrying Value Fair Value 5.40 – 6.20% Notes payable $ 4,750 $ 4,732 $ 9,250 $ 9,295 Long-term leases 1,340 1,171 1,689 1,520 $ 6,090 $ 5,903 $ 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 our financial assets and liabilities that are required to be measured at fair value on a recurring basis as of June 2, 2018 and June 3, 2017 (in thousands): June 2, 2018 Quoted Prices in Active Significant Markets for Other Significant Identical Observable Unobservable Instruments Inputs Inputs Total (Level 1) (Level 2) (Level 3) Balance Assets US government and agency obligations $ — $ 23,817 $ — $ 23,817 Municipal bonds — 20,666 — 20,666 Certificates of deposits — 2,507 — 2,507 Commercial paper — 17,920 — 17,920 Corporate bonds — 214,083 — 214,083 Variable rate demand notes — 600 — 600 Asset backed securities — 2,993 — 2,993 Mutual funds 3,071 — — 3,071 Total assets measured at fair value $ 3,071 $ 282,586 $ — $ 285,657 June 3, 2017 Quoted Prices in Active Significant Markets for Other Significant Identical Observable Unobservable Instruments Inputs Inputs Total (Level 1) (Level 2) (Level 3) Balance Assets US government and agency obligations $ — $ 20,216 $ — $ 20,216 Municipal bonds — 36,873 — 36,873 Corporate bonds — 75,790 — 75,790 Foreign government obligations — — — — 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 Our investment securities – available-for-sale classified as level 2 consist of securities 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. |
Investment Securities
Investment Securities | 12 Months Ended |
Jun. 02, 2018 | |
Investments, Debt and Equity Securities [Abstract] | |
Investment Securities | Investment Securities Investment securities consisted of the following (in thousands): June 2, 2018 Gains in Losses in Accumulated Accumulated Other Other Estimated Amortized Comprehensive Comprehensive Fair Cost Income Income Value US government and agency obligations $ 23,991 $ — $ 174 $ 23,817 Municipal bonds 20,697 — 31 20,666 Certificates of deposit 2,510 — 3 2,507 Commercial paper 17,926 — 6 17,920 Corporate bonds 215,273 — 1,190 214,083 Variable rate demand notes 600 — — 600 Asset backed securities 3,010 — 17 2,993 Total current investment securities $ 284,007 $ — $ 1,421 $ 282,586 Mutual funds 2,037 1,034 — 3,071 Total noncurrent investment securities $ 2,037 $ 1,034 — $ 3,071 June 3, 2017 Gains in Losses in Accumulated Accumulated Other Other Estimated Amortized Comprehensive Comprehensive Fair Cost Income Income 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 the sales and maturities of available-for-sale securities were $127.7 million , $248.2 million , and $285.9 million during fiscal 2018 , 2017 , and 2016 , respectively. Gross realized gains on those sales and maturities during fiscal 2018 , 2017 , and 2016 were $25,000 , $231,000 , and $131,000 , respectively. Gross realized losses on those sales and maturities during fiscal 2018 , 2017 , and 2016 were $83,000 , $7,000 , and $110,000 , 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 fiscal 2018 , 2017 , and 2016 were as follows (in thousands): June 2, 2018 June 3, 2017 May 28, 2016 Current Investments $ (1,083 ) $ (54 ) $ 22 Noncurrent Investments 316 164 (31 ) Total unrealized holding gains (losses) $ (767 ) $ 110 $ (9 ) Actual maturities may differ from contractual maturities because some borrowers have the right to call or prepay obligations with or without call or prepayment penalties. Contractual maturities of investment securities at June 2, 2018 , are as follows (in thousands): Estimated Fair Value Within one year $ 111,676 1-3 years 170,910 $ 282,586 |
Quarterly Financial Data
Quarterly Financial Data | 12 Months Ended |
Jun. 02, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Data | Quarterly Financial Data: (unaudited, amount in thousands, except per share data): Fiscal Year 2018 First Second Third Fourth Quarter Quarter Quarter Quarter Net sales $ 262,845 $ 361,172 $ 435,820 $ 443,095 Gross profit 17,336 82,396 120,098 141,216 Net income (loss) attributable to Cal-Maine Foods, Inc. (15,993 ) (26,136 ) 96,294 71,767 Net income (loss) per share: Basic $ (0.33 ) $ (0.54 ) $ 1.99 $ 1.48 Diluted $ (0.33 ) $ (0.54 ) $ 1.99 $ 1.48 During the Company's second quarter of fiscal 2018, we recorded $80.8 million legal settlement of several large direct action purchasers' antitrust claims against the Company. Also during the second quarter of fiscal 2018, the Tax Cuts and Jobs Act of 2017 was enacted. This resulted in an initial revaluation of our deferred tax liabilities during the second quarter which favorably impacted our results by $35.0 million . In the fourth quarter of fiscal 2018, we completed our analysis of the Act and recorded additional tax benefit of $8.0 million . Fiscal Year 2017 First Second Third Fourth Quarter Quarter Quarter Quarter Net sales $ 239,845 $ 253,544 $ 306,540 $ 274,584 Gross profit (9,569 ) 3,948 39,165 12,006 Net income (loss) attributable to Cal-Maine Foods, Inc. (30,936 ) (23,010 ) 4,139 (24,471 ) Net income (loss) per share: Basic $ (0.64 ) $ (0.48 ) $ 0.09 $ (0.51 ) Diluted $ (0.64 ) $ (0.48 ) $ 0.09 $ (0.51 ) During the Company's fourth quarter of fiscal 2017, we elected to carry back fiscal 2017 net operating losses to recover taxes paid in fiscal 2015, which affects the comparability between quarters. The net operating loss carryback resulted in a $4.1 million decrease in the income tax benefit, as the carryback reduced prior year taxable income and as a result reduced the benefit of prior year domestic manufacturers deductions, a portion of which were therefore reversed in the fourth quarter of fiscal 2017. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Jun. 02, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Revolving Credit Facility. On July 10, 2018, we entered into a $100.0 million Senior Secured Revolving Credit Facility (the “Revolving Credit Facility”) with a five -year term. The credit agreement for the Revolving Credit Facility includes an accordion feature permitting the Company, with the consent of the administrative agent, to increase the revolving commitments in the aggregate up to $125.0 million . As of July 20, 2018, no amounts were borrowed under the facility. The interest rate is based, at the Company’s election, on either the Eurodollar Rate plus the Applicable Margin or the Base Rate plus the Applicable Margin. The “Eurodollar Rate” means the reserve adjusted rate at which Eurodollar deposits in the London interbank market for an interest period of one, two, three, six or twelve months (as selected by the Company) are quoted. The “Base Rate” means a fluctuating rate per annum equal to the highest of (a) the federal funds rate plus 0.50% per annum, (b) the prime rate of interest established by the administrative agent, and (c) the Eurodollar Rate for an interest period of one month plus 1% per annum, subject to certain interest rate floors. The “Applicable Margin” means 0.00% to 0.75% per annum for Base Rate Loans and 1.00% to 1.75% per annum for Eurodollar Rate Loans, in each case depending upon the average outstanding balance at the quarterly pricing date. The Company will pay a commitment fee of 0.20% on the unused portion of the facility. The Revolving Credit Facility is guaranteed by all the current and future wholly-owned direct and indirect domestic subsidiaries of the Company, and is secured by a first-priority perfected security interest in substantially all of the Company’s and the guarantors’ accounts, payment intangibles, instruments (including promissory notes), chattel paper, inventory (including farm products) and deposit accounts maintained with the administrative agent. The credit agreement for the Revolving Credit Facility contains customary covenants, including restrictions on the incurrence of liens, incurrence of additional debt, sales of assets and other fundamental corporate changes and investments. The credit agreement requires maintenance of two financial covenants (i) a minimum working capital ratio of 2.00 to 1.00 and (ii) an annual limit on capital expenditures of $100.0 million . Additionally, the credit agreement requires that Fred R. Adams Jr., his spouse, natural children, sons-in-law or grandchildren, or any trust, guardianship, conservatorship or custodianship for the primary benefit of any of the foregoing, or any family limited partnership, similar limited liability company or other entity that 100% of the voting control of such entity is held by any of the foregoing, shall maintain at least 50% of the Company’s voting stock. Failure to satisfy any of these covenants will constitute a default under the terms of the credit agreement. Further, dividends are restricted to the Company’s current dividend policy of one-third of the Company’s net income computed in accordance with generally accepted accounting principles. The Company is allowed to repurchase up to $75.0 million of its capital stock in any year provided there is no default under the credit agreement and the Company has availability of at least $20.0 million under the facility. The credit agreement also includes customary events of default and customary remedies upon the occurrence of an event of default, including acceleration of the amounts due and foreclosure of the collateral. Amendments to the Company’s Certificate of Incorporation. At a special meeting on July 20, 2018, the Company’s stockholders approved amendments to the Company’s certificate of incorporation. The Company’s amended and restated certificate of incorporation, reflecting the amendments approved by the stockholders, is included as an exhibit to this report, and the description of the amendments below is qualified by reference to such exhibit. Pursuant to the amendments, the term “immediate family member” was expanded to include the estates of each of the persons included as “immediate family members.” In addition, the amendments added a number of arrangements and entities that will be permitted to receive and hold shares of Class A Common Stock, with ten votes per share, without such shares converting into shares of Common Stock, with one vote per share (“Permitted Transferees”). The Permitted Transferees include arrangements and entities such as revocable trusts and limited liability companies that could hold Class A Common Stock for the benefit of immediate family members and which have a specified relationship with another Permitted Transferee or immediate family member. Accordingly, the amendments were designed to permit immediate family members to hold Class A Common Stock indirectly through common estate planning vehicles but not to change or expand the group or class of individuals who may beneficially own Class A Common Stock, with ten votes per share, under the certificate of incorporation prior to the amendments. In addition, the amendments added the following provisions to the Company’s certificate of incorporation: • a sunset provision pursuant to which all of the outstanding Class A Common Stock will automatically convert into Common Stock if either: (a) less than 4,300,000 shares of Class A Common Stock, in the aggregate, are beneficially owned by immediate family members and/or Permitted Transferees, or (b) if less than 4,600,000 shares of Class A Common Stock and Common Stock, in the aggregate, are beneficially owned by immediate family members and/or Permitted Transferees; • a provision that once shares of Class A Common Stock are converted into Common Stock, the shares of Class A Common Stock will be retired and may not be reissued; and • provisions providing or clarifying that the Class A Common Stock and Common Stock will be treated identically with respect to consideration in a merger or tender offer, dividends or other distributions (except pro rata subdivisions, combinations, stock splits or dividends, where the Class A Common Stock would continue to have ten votes per share, rather than one vote per share like Common Stock), and distribution rights in the event of dissolution. The amendments also made certain ancillary changes to update certain provisions of the certificate of incorporation that were out-of-date or obsolete and to correct a typographical error. Agreement Regarding Common Stock (and Registration Rights). On June 4, 2018, the Company’s Board of Directors authorized the Company to enter into an Agreement Regarding Common Stock (including the Registration Rights exhibit thereto) with Jean Reed Adams (the spouse of Fred R. Adams, Jr., the Company’s Founder and Chairman Emeritus) and Mr. Adams’ four daughters, to be joined by certain Permitted Transferees thereof (collectively, the “Stockholder Parties”). A copy of the Agreement Regarding Common Stock is included as Exhibit 10.1 to this report, and the description of the agreement below is qualified by reference to such exhibit. The Agreement Regarding Common Stock relates to the approximately 12 million shares of Common Stock expected to be held by the Stockholder Parties (together, the “Subject Shares”) after completion of certain anticipated transfers of shares of the Company’s Common Stock and Class A Common Stock.. Pursuant to the Agreement Regarding Common Stock, the Stockholder Parties agree to cooperate with the Company in any proposed transfer of the Subject Shares and to ensure that all appropriate securities filings and reports are timely made. The agreement provides that if any Stockholder Party intends to sell any of the Subject Shares, such party must give the Company a right of first refusal to purchase all or any of such shares. The price payable by the Company to purchase shares pursuant to the exercise of the right of first refusal will reflect a 6% discount to the then-current market price based on the 20 business-day volume weighted average price. If the Company does not exercise its right of first refusal and purchase the shares offered, such Stockholder Party will, subject to the approval of a special committee of independent directors of the Board of Directors (“Special Committee”), be permitted to sell the shares not purchased by the Company pursuant to a Company registration statement, Rule 144 under the Securities Act of 1933, or another manner of sale agreed to by the Company. Pursuant to the agreement, if the Company receives a right of first refusal notice, the Special Committee would review and approve or disapprove any share repurchase pursuant to the Company’s right of first refusal and any matter related thereto, including (i) the number of shares, if any, to be purchased by the Company; and (ii) the amount of debt, if any, to be incurred by the Company in connection with any repurchase. The agreement provides specified registration rights to the Stockholder Parties for the sale of their shares of Company Common Stock after the death of Mr. Adams. The stockholders requesting registration and the Company will each pay 50% of the costs of the Company related to the sale of shares, provided that if the Company determines to participate in any offering, it will pay 100% of the costs. The selling stockholders will pay any fees of underwriters relating to the sale of their shares, and the Company will pay the fees of underwriters relating to sales of any shares by the Company. The Stockholder Parties may include Subject Shares in any offering pursuant to the registration rights only so long as immediate family members and Permitted Transferees, as defined in the Company’s certificate of incorporation, will continue to own shares that have at least a majority of the Company’s voting power. The Agreement Regarding Common Stock terminates with respect to all Stockholder Parties immediately upon such time as Stockholder Parties, collectively, no longer own shares that have at least a majority of the Company’s voting power. The agreement may terminate earlier as to a particular Stockholder Party under certain circumstances as set forth in the Agreement Regarding Common Stock. In connection with the negotiations relating to the amendments to the Company’s certificate of incorporation, the conservatorship established to manage Mr. Adams’ affairs, of which Mrs. Adams and Mr. Baker are co-conservators, agreed to pay for the costs of the Special Committee relating to the amendments, the Agreement Regarding Common Stock and related matters, including fees of counsel and the financial adviser to the Special Committee, up to $750,000 . |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts | 12 Months Ended |
Jun. 02, 2018 | |
Valuation and Qualifying Accounts [Abstract] | |
Schedule II - Valuation and Qualifying Accounts Disclosure | SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS Years ended June 2, 2018 , June 3, 2017 , and May 28, 2016 ( in thousands ) Balance at Charged to Balance at Beginning of Cost and Write-off End of Description Period Expense of Accounts Period Year ended June 2, 2018 Allowance for doubtful accounts $ 386 $ 10 $ 128 $ 268 Year ended June 3, 2017 Allowance for doubtful accounts $ 727 $ (176 ) $ 165 $ 386 Year ended May 28, 2016 Allowance for doubtful accounts $ 513 $ 225 $ 11 $ 727 |
Significant Accounting Polici26
Significant Accounting Policies (Policy) | 12 Months Ended |
Jun. 02, 2018 | |
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”). All significant intercompany transactions and accounts have been eliminated in consolidation. |
Fiscal Year | Fiscal Year The Company’s fiscal year-end is on the Saturday nearest May 31, which was June 2, 2018 (52 weeks), June 3, 2017 (53 weeks), and May 28, 2016 (52 weeks) for the most recent three fiscal years. |
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 June 2, 2018 and routinely throughout these years, the Company maintained cash balances with certain financial institutions in excess of federally insured amounts. The Company has not experienced any loss 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 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. |
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 losses, net of tax, of $294,000 at June 2, 2018 , compared with unrealized gains, net of tax, of $473,000 at June 3, 2017 , both of 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 June 2, 2018 and June 3, 2017 , we had $282.6 million and $138.5 million , respectively, of current investment securities available-for-sale consisting of commercial paper, U.S. government obligations, government agency bonds, certificates of deposit, variable rate demand notes, 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 $80.7 million at June 2, 2018 and $61.3 million at June 3, 2017 . They are presented net of an allowance for doubtful accounts of $268,000 at June 2, 2018 and $386,000 at June 3, 2017 . 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 aged, generally 100% for amounts aged more than 60 days. Collateral is generally not required. Credit losses have consistently been within management’s expectations. |
Inventories | Inventories Inventories of eggs, feed, supplies and flocks are valued principally at the lower of cost (first-in, first-out method) or net realizable value. 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. They are amortized over their estimated useful lives of 5 to 15 years. The gross cost and accumulated amortization of intangible assets are removed when the recorded amounts are fully amortized and the asset is no longer in use or the contract has expired. |
Goodwill | Goodwill Goodwill represents the excess of the purchase price over the fair value of the identifiable net assets acquired. Goodwill is evaluated for impairment annually by first performing a qualitative assessment to determine whether a quantitative goodwill test is necessary. After assessing the totality of events or circumstances, if we determine it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then we perform additional quantitative tests to determine the magnitude of any impairment. |
Accrued Self Insurance | 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 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, 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. |
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 Operations and totaled $53.2 million , $53.3 million , and $49.6 million in fiscal years 2018 , 2017 , and 2016 , 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 and inducement offers are presented as a net amount in ‘‘Net sales.’’ |
Advertising Costs | Advertising Costs The Company expensed advertising costs as incurred of $6.3 million , $12.1 million , and $10.3 million in fiscal 2018 , 2017 , and 2016 , 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 statement of operations based on their fair values. ASC 718 requires the benefits of tax deductions in excess of recognized compensation cost to be reported as a financing cash flow. See Note 10: Stock Compensation Plans for more information. |
Net Income (Loss) per Common Share | Net Income (Loss) per Common Share Basic net income per share is based on the weighted average common and Class A shares outstanding. Diluted net income per share includes any dilutive effects of stock options outstanding and unvested restricted shares. Basic net income per share was calculated by dividing net income by the weighted-average number of common and Class A shares outstanding during the period. Diluted net income per share was calculated by dividing net income by the weighted-average number of common shares outstanding during the period plus the dilutive effects of stock options and unvested restricted shares. |
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 Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update No. 2014-09, Revenue from Contracts with Customers (ASU 2014-09). The standard provides companies with a single model for use in accounting for revenue arising from contracts with customers and supersedes current revenue recognition guidance, including industry-specific revenue guidance. The core principle of the model is to recognize revenue when control of the goods or services transfers to the customer in an amount that reflects the consideration that is expected to be received for those goods or services. In August 2015, FASB issued ASU 2015-14 which deferred the effective date of ASU 2014-09 until annual reporting periods beginning after December 15, 2017. 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 adopted the new standard on June 3, 2018 utilizing the full retrospective method. The Company’s assessment efforts included an evaluation of certain revenue contracts with customers and related sales incentives. The Company’s adoption of ASU 2014-09 will not have a material impact on the results of operations or financial position. In February 2016, the FASB issued ASU 2016-02, Leases . The purpose of the standard is to improve transparency and comparability related to the accounting and reporting of leasing arrangements. The guidance will require balance sheet recognition for assets and liabilities associated with rights and obligations created by leases with terms greater than twelve months. ASU 2016-02 is effective for annual reporting periods beginning after December 15, 2018, and interim periods within those annual periods. Early adoption is permitted. Based on the findings to date, the Company does not expect ASU 2016-02 to have a material impact on the results of operations or financial position; however, the Company’s assessment is not complete. In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment , which removes step 2 from the goodwill impairment test. As a result, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting units' fair value. The guidance is effective for annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2019, our fiscal 2021. Early adoption is permitted for annual or interim goodwill impairment tests performed on testing dates after January 1, 2017, and the prospective transition method should be applied. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements. In February 2018, the FASB issued ASU 2018-02, Income Statement - Reporting Comprehensive Income, which allows for reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act. ASU 2018-02 is effective for annual reporting periods beginning after December 15, 2018, and interim periods within those annual periods. Early adoption is permitted. The company early adopted ASU 2018-02 in the fourth quarter of fiscal 2018 and reclassified $33,000 from accumulated other comprehensive income to retained earnings as a result of ASU 2018-02. |
Reclassification | Reclassification Certain prior period amounts have been reclassified to conform with current presentation. Such reclassifications had no impact on previously reported net income or shareholders' equity. |
Significant Accounting Polici27
Significant Accounting Policies (Tables) | 12 Months Ended |
Jun. 02, 2018 | |
Accounting Policies [Abstract] | |
Schedule of Dividends | 13 Weeks Ended 14 Weeks Ended 52 Weeks Ended 53 Weeks Ended June 2, 2018 June 3, 2017 June 2, 2018 June 3, 2017 Net income (loss) attributable to Cal-Maine Foods, inc. $ 71,767 $ (24,471 ) $ 125,932 $ (74,278 ) Cumulative losses to be recovered prior to payment of dividend at beginning of the period (20,488 ) (50,182 ) (74,653 ) (375 ) Net income (loss) attributable to Cal-Maine Foods, Inc. available for dividend $ 51,279 $ (74,653 ) $ 51,279 $ (74,653 ) 1/3 of net income attributable to Cal-Maine Foods, Inc. 17,093 Common stock outstanding (shares) 43,831 Class A common stock outstanding (shares) 4,800 Total common stock outstanding (shares) 48,631 Dividends per common share* $ 0.351 $ — $ 0.351 $ — *Dividends per common share = 1/3 of Net income (loss) attributable to Cal-Maine Foods, Inc. available for dividend ÷ Total common stock outstanding (shares). |
Schedule of Computations of Earnings Per Share | The computations of basic net income per share and diluted net income per share are as follows (in thousands): June 2, 2018 June 3, 2017 May 28, 2016 Net income (loss) attributable to Cal-Maine Foods, Inc. $ 125,932 $ (74,278 ) $ 316,041 Basic weighted-average common shares (including Class A) 48,353 48,362 48,195 Effect of dilutive securities: Common stock options and restricted stock 115 — 170 Dilutive potential common shares 48,468 48,362 48,365 Net income (loss) per common share: Basic $ 2.60 $ (1.54 ) $ 6.56 Diluted $ 2.60 $ (1.54 ) $ 6.53 |
Acquisition (Tables)
Acquisition (Tables) | 12 Months Ended |
Jun. 02, 2018 | |
Business Combinations [Abstract] | |
Allocation of Purchase Price | The following table summarizes the aggregate purchase price allocation for Foodonics and Happy Hen (in thousands): Inventory $ 8,278 Property, plant and equipment 49,849 Intangible assets 26,400 Liabilities assumed (2,034 ) Total identifiable net assets 82,493 Goodwill 6,329 Purchase price 88,822 Deferred purchase price (3,000 ) Cash consideration paid $ 85,822 |
Investment In Affiliates (Table
Investment In Affiliates (Tables) | 12 Months Ended |
Jun. 02, 2018 | |
Investments in and Advances to Affiliates, Schedule of Investments [Abstract] | |
Summary of Condensed Consolidated Financial Information for Unconsolidated Joint Ventures | The condensed consolidated financial information for the Company's unconsolidated joint ventures was as follows: For the fiscal year ended June 2, 2018 June 3, 2017 May 28, 2016 Net sales 137,612 86,072 91,320 Net income 7,071 2,804 10,090 Total assets 134,056 131,871 100,700 Total liabilities 5,859 6,543 5,697 Total equity 128,197 125,328 95,003 |
Schedule of Transactions With Unconsolidated Affiliates | The following relates to the Company’s transactions with these unconsolidated affiliates (in thousands): For the fiscal year ended June 2, 2018 June 3, 2017 May 28, 2016 Sales to affiliates $ 59,295 $ 59,073 $ 61,094 Purchases from affiliates 81,043 73,713 79,419 Dividends from affiliates 4,664 6,581 4,550 June 2, 2018 June 3, 2017 Accounts receivable from affiliates $ 4,603 $ 4,643 Accounts payable to affiliates 3,525 3,617 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Jun. 02, 2018 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories consisted of the following (in thousands): June 2, 2018 June 3, 2017 Flocks, net of accumulated amortization $ 96,594 $ 98,059 Eggs 17,313 14,911 Feed and supplies 54,737 47,722 $ 168,644 $ 160,692 |
Schedule of Cost of Sales Amortization and Mortality | The Company expensed amortization and mortality associated with the flocks to cost of sales as follows (in thousands): June 2, 2018 June 3, 2017 May 28, 2016 Amortization $ 117,774 $ 118,859 $ 106,459 Mortality 4,438 5,213 3,665 Total flock costs charge to cost of sales $ 122,212 $ 124,072 $ 110,124 |
Goodwill and Other Intangible31
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Jun. 02, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary Of 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 Trademark intangibles Balance May 28, 2016 $ 29,196 $ 397 $ 3,685 $ 28 $ 128 $ 720 $ — $ 4,958 Additions 6,329 24,000 1,900 100 — — 400 26,400 Amortization — (1,183 ) (925 ) (24 ) (62 ) — (15 ) (2,209 ) Balance June 3, 2017 35,525 23,214 4,660 104 66 720 385 29,149 Amortization — (1,631 ) (1,078 ) (18 ) (66 ) — (49 ) (2,842 ) Balance June 2, 2018 $ 35,525 $ 21,583 $ 3,582 $ 86 $ — $ 720 $ 336 $ 26,307 |
Schedule Of Other Intangibles | For the Other Intangibles listed above, the gross carrying amounts and accumulated amortization are as follows (in thousands): June 2, 2018 June 3, 2017 Gross carrying Accumulated Gross carrying Accumulated amount amortization amount amortization Other intangible assets: Franchise rights $ 29,284 $ (7,701 ) $ 29,284 $ (6,070 ) Customer relationships 19,544 (15,962 ) 19,544 (14,884 ) Non-compete agreements 200 (114 ) 200 (96 ) Right of use intangible 191 (191 ) 191 (125 ) Water rights * 720 — 720 — Trademark 400 (64 ) 400 (15 ) Total $ 50,339 $ (24,032 ) $ 50,339 $ (21,190 ) * Water rights are an indefinite life intangible asset. |
Schedule Of Estimated Amortization Of Intangible Assets | The following table represents the total estimated amortization of intangible assets for the five succeeding years (in thousands): For fiscal period Estimated amortization expense 2019 $ 2,766 2020 2,766 2021 2,228 2022 1,924 2023 1,924 Thereafter 13,979 Total $ 25,587 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Jun. 02, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule Of Property, Plant And Equipment | Property, plant and equipment consisted of the following (in thousands): June 2, June 3, Land and improvements $ 90,757 $ 87,276 Buildings and improvements 360,030 342,933 Machinery and equipment 478,997 460,218 Construction-in-progress 9,307 36,752 939,091 927,179 Less: accumulated depreciation 513,707 468,995 $ 425,384 $ 458,184 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Jun. 02, 2018 | |
Leases [Abstract] | |
Schedule Of Future Minimum Operating Lease Payments | Future minimum payments under non-cancelable operating leases that have initial or remaining non-cancelable terms in excess of one year at June 2, 2018 are as follows (in thousands): 2019 $ 865 2020 531 2021 487 2022 380 2023 206 Thereafter 17 Total minimum lease payments $ 2,486 |
Credit Facilities and Long-Te34
Credit Facilities and Long-Term Debt (Tables) | 12 Months Ended |
Jun. 02, 2018 | |
Debt Disclosure [Abstract] | |
Schedule Of Long-term Debt Instruments | Long-term debt consisted of the following (in thousands except interest rate and installment data): June 2, June 3, Note payable at 6.20%, due in monthly principal installments of $250,000, plus interest, maturing in fiscal 2020 $ 4,500 $ 7,500 Note payable at 5.40%, due in monthly principal installments of $125,000, plus interest, maturing in fiscal 2019 250 1,750 Capital lease obligations 1,340 1,689 Total debt 6,090 10,939 Less: current maturities 3,536 4,826 Long-term debt, less current maturities $ 2,554 $ 6,113 |
Schedule Of Maturities Of Long-term Debt | The aggregate annual fiscal year maturities of long-term debt at June 2, 2018 are as follows (in thousands): 2019 $ 3,536 2020 1,696 2021 205 2022 215 2023 224 Thereafter 214 $ 6,090 |
Stock Compensation Plans (Table
Stock Compensation Plans (Tables) | 12 Months Ended |
Jun. 02, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of Equity Award Activity | 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, May 28, 2016 288,900 $ 35.97 Granted 86,215 43.00 Vested (121,148 ) 26.90 Forfeited (6,232 ) 39.66 Outstanding, June 3, 2017 247,735 $ 35.97 Granted 88,965 43.81 Vested (85,990 ) 36.76 Forfeited (9,420 ) 42.43 Outstanding, June 2, 2018 241,290 $ 42.30 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jun. 02, 2018 | |
Income Tax Disclosure [Abstract] | |
Tax Expense by Jurisdiction | Income tax expense (benefit) consisted of the following: Fiscal year ended June 2, June 3, May 28, Current: Federal $ 18,560 $ (48,030 ) $ 132,250 State 6,390 (6,670 ) 17,560 24,950 (54,700 ) 149,810 Deferred: Federal 11,038 13,076 17,096 Enacted rate change (42,973 ) — — State (1,874 ) 1,757 2,296 (33,809 ) 14,833 19,392 $ (8,859 ) $ (39,867 ) $ 169,202 |
Deferred Tax Assets and Liabilities | Significant components of the Company’s deferred tax liabilities and assets were as follows: June 2, June 3, Deferred tax liabilities: Property, plant and equipment $ 47,899 $ 68,830 Inventories 25,494 38,270 Investment in affiliates 7,996 8,563 Other comprehensive income — 290 Other 1,616 4,656 Total deferred tax liabilities 83,005 120,609 Deferred tax assets: Accrued expenses 3,013 4,308 State operating loss carryforwards 566 — Other comprehensive loss 95 — Other 3,276 6,019 Total deferred tax assets 6,950 10,327 Net deferred tax liabilities $ 76,055 $ 110,282 |
Reconciliation of Effective Tax Expense | The differences between income tax expense (benefit) at the Company’s effective income tax rate and income tax expense at the statutory federal income tax rate were as follows: Fiscal year end June 2, June 3, May 28, Statutory federal income tax (benefit) $ 34,105 $ (39,950 ) $ 169,835 State income tax (benefit) 3,200 (3,193 ) 12,906 Domestic manufacturers deduction (2,545 ) 4,095 (13,332 ) Enacted rate change (42,973 ) — — Tax exempt interest income (101 ) (206 ) (233 ) Other, net (545 ) (613 ) 26 $ (8,859 ) $ (39,867 ) $ 169,202 |
Fair Value Measures (Tables)
Fair Value Measures (Tables) | 12 Months Ended |
Jun. 02, 2018 | |
Fair Value Disclosures [Abstract] | |
Schedule Of Fair Value And Carrying Value Of Borrowings Under Credit Facilities And Long-Term Debt | The fair value and carrying value of the Company’s long-term debt were as follows (in thousands): June 2, 2018 June 3, 2017 Carrying Value Fair Value Carrying Value Fair Value 5.40 – 6.20% Notes payable $ 4,750 $ 4,732 $ 9,250 $ 9,295 Long-term leases 1,340 1,171 1,689 1,520 $ 6,090 $ 5,903 $ 10,939 $ 10,815 |
Schedule Of Assets 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 June 2, 2018 and June 3, 2017 (in thousands): June 2, 2018 Quoted Prices in Active Significant Markets for Other Significant Identical Observable Unobservable Instruments Inputs Inputs Total (Level 1) (Level 2) (Level 3) Balance Assets US government and agency obligations $ — $ 23,817 $ — $ 23,817 Municipal bonds — 20,666 — 20,666 Certificates of deposits — 2,507 — 2,507 Commercial paper — 17,920 — 17,920 Corporate bonds — 214,083 — 214,083 Variable rate demand notes — 600 — 600 Asset backed securities — 2,993 — 2,993 Mutual funds 3,071 — — 3,071 Total assets measured at fair value $ 3,071 $ 282,586 $ — $ 285,657 June 3, 2017 Quoted Prices in Active Significant Markets for Other Significant Identical Observable Unobservable Instruments Inputs Inputs Total (Level 1) (Level 2) (Level 3) Balance Assets US government and agency obligations $ — $ 20,216 $ — $ 20,216 Municipal bonds — 36,873 — 36,873 Corporate bonds — 75,790 — 75,790 Foreign government obligations — — — — 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) | 12 Months Ended |
Jun. 02, 2018 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule Of Investment Securities | Investment securities consisted of the following (in thousands): June 2, 2018 Gains in Losses in Accumulated Accumulated Other Other Estimated Amortized Comprehensive Comprehensive Fair Cost Income Income Value US government and agency obligations $ 23,991 $ — $ 174 $ 23,817 Municipal bonds 20,697 — 31 20,666 Certificates of deposit 2,510 — 3 2,507 Commercial paper 17,926 — 6 17,920 Corporate bonds 215,273 — 1,190 214,083 Variable rate demand notes 600 — — 600 Asset backed securities 3,010 — 17 2,993 Total current investment securities $ 284,007 $ — $ 1,421 $ 282,586 Mutual funds 2,037 1,034 — 3,071 Total noncurrent investment securities $ 2,037 $ 1,034 — $ 3,071 June 3, 2017 Gains in Losses in Accumulated Accumulated Other Other Estimated Amortized Comprehensive Comprehensive Fair Cost Income Income 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 |
Unrealized Holding Gain (Loss) on Investments | Unrealized holding gains and (losses), net of taxes, for fiscal 2018 , 2017 , and 2016 were as follows (in thousands): June 2, 2018 June 3, 2017 May 28, 2016 Current Investments $ (1,083 ) $ (54 ) $ 22 Noncurrent Investments 316 164 (31 ) Total unrealized holding gains (losses) $ (767 ) $ 110 $ (9 ) |
Schedule Of Contractual Maturities Of Investment Securities | Contractual maturities of investment securities at June 2, 2018 , are as follows (in thousands): Estimated Fair Value Within one year $ 111,676 1-3 years 170,910 $ 282,586 |
Quarterly Financial Data (Table
Quarterly Financial Data (Tables) | 12 Months Ended |
Jun. 02, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule Of Quarterly Financial Data | Fiscal Year 2017 First Second Third Fourth Quarter Quarter Quarter Quarter Net sales $ 239,845 $ 253,544 $ 306,540 $ 274,584 Gross profit (9,569 ) 3,948 39,165 12,006 Net income (loss) attributable to Cal-Maine Foods, Inc. (30,936 ) (23,010 ) 4,139 (24,471 ) Net income (loss) per share: Basic $ (0.64 ) $ (0.48 ) $ 0.09 $ (0.51 ) Diluted $ (0.64 ) $ (0.48 ) $ 0.09 $ (0.51 ) Fiscal Year 2018 First Second Third Fourth Quarter Quarter Quarter Quarter Net sales $ 262,845 $ 361,172 $ 435,820 $ 443,095 Gross profit 17,336 82,396 120,098 141,216 Net income (loss) attributable to Cal-Maine Foods, Inc. (15,993 ) (26,136 ) 96,294 71,767 Net income (loss) per share: Basic $ (0.33 ) $ (0.54 ) $ 1.99 $ 1.48 Diluted $ (0.33 ) $ (0.54 ) $ 1.99 $ 1.48 |
Significant Accounting Polici40
Significant Accounting Policies (Narrative) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Jun. 02, 2018 | Jun. 02, 2018 | Jun. 03, 2017 | May 28, 2016 | |
Significant Accounting Policies [Line Items] | ||||
Checks outstanding in excess of related book cash balances | $ 400,000 | $ 2,022,000 | ||
Available-for-sale securities unrealized lossed included in AOCI | $ (294,000) | (294,000) | 473,000 | |
Investment securities available-for-sale, current | 282,586,000 | 282,586,000 | 138,462,000 | |
Investment securities available-for-sale, non-current | 3,100,000 | 3,100,000 | 2,500,000 | |
Trade receivables | 80,731,000 | 80,731,000 | 61,261,000 | |
Allowance for doubtful accounts | 268,000 | $ 268,000 | 386,000 | |
Percentage of bad debts recognized at sixty days past due | 100.00% | |||
Threshold period past due for bad debt | 60 days | |||
Growing period | 154 days | |||
Percentage of net income loss used to compute accrued dividends | 33.33% | |||
Dividends paid to shareholder of record number of days after quarter | 60 days | |||
Dividends paid to shareholder of record number of days after yearend | 65 days | |||
Number of days after record dividends payable | 15 days | |||
Dividends payable | 17,093,000 | $ 17,093,000 | 0 | |
Delivery costs | 53,200,000 | 53,300,000 | $ 49,600,000 | |
Advertising expense | 6,300,000 | $ 12,100,000 | $ 10,300,000 | |
Reclassification of stranded tax effects from change in tax rates | $ 0 | |||
Two Affiliated Customers | Sales Revenue, Net | ||||
Significant Accounting Policies [Line Items] | ||||
Concentration risk, percentage | 33.20% | 28.90% | 28.90% | |
Two Affiliated Customers | Accounts Receivable | ||||
Significant Accounting Policies [Line Items] | ||||
Concentration risk, percentage | 33.00% | 28.00% | ||
Minimum | ||||
Significant Accounting Policies [Line Items] | ||||
Flock cost amortization period | 1 year | |||
Intangible assets estimated useful life | 5 years | |||
Minimum | Buildings and improvements | ||||
Significant Accounting Policies [Line Items] | ||||
Property, plant and equipment useful life | 15 years | |||
Minimum | Machinery and equipment | ||||
Significant Accounting Policies [Line Items] | ||||
Property, plant and equipment useful life | 3 years | |||
Maximum | ||||
Significant Accounting Policies [Line Items] | ||||
Flock cost amortization period | 2 years | |||
Intangible assets estimated useful life | 15 years | |||
Maximum | Buildings and improvements | ||||
Significant Accounting Policies [Line Items] | ||||
Property, plant and equipment useful life | 25 years | |||
Maximum | Machinery and equipment | ||||
Significant Accounting Policies [Line Items] | ||||
Property, plant and equipment useful life | 12 years | |||
Restricted Stock | ||||
Significant Accounting Policies [Line Items] | ||||
Antidilutive securities excluded from computation of net income per common share (in shares) | 131,292 | |||
Accumulated Other Comprehensive Income (Loss) | ||||
Significant Accounting Policies [Line Items] | ||||
Reclassification of stranded tax effects from change in tax rates | (33,000) | $ (33,000) | ||
Retained Earnings | ||||
Significant Accounting Policies [Line Items] | ||||
Reclassification of stranded tax effects from change in tax rates | $ 33,000 | $ 33,000 |
Significant Accounting Polici41
Significant Accounting Policies (Schedule of Dividends) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Jun. 02, 2018 | Mar. 03, 2018 | Dec. 02, 2017 | Sep. 02, 2017 | Jun. 03, 2017 | Feb. 25, 2017 | Nov. 26, 2016 | Aug. 27, 2016 | Jun. 02, 2018 | Jun. 03, 2017 | May 28, 2016 | |
Dividends Payable [Line Items] | |||||||||||
Net income (loss) attributable to Cal-Maine Foods, Inc. | $ 71,767 | $ 96,294 | $ (26,136) | $ (15,993) | $ (24,471) | $ 4,139 | $ (23,010) | $ (30,936) | $ 125,932 | $ (74,278) | $ 316,041 |
Cumulative losses to be recovered prior to payment of dividend at beginning of the period | (20,488) | (50,182) | (74,653) | (375) | |||||||
Net income (loss) attributable to Cal-Maine Foods, Inc. available for dividend | 51,279 | $ (74,653) | $ 51,279 | $ (74,653) | |||||||
Percentage of net income loss used to compute accrued dividends | 33.33% | ||||||||||
1/3 of net income attributable to Cal-Maine Foods, Inc. | $ 17,093 | ||||||||||
Common stock, shares outstanding (in shares) | 48,631 | 48,631 | |||||||||
Dividends per common share (in dollars per share) | $ 0.351 | $ 0 | $ 351 | $ 0 | |||||||
Common Stock | |||||||||||
Dividends Payable [Line Items] | |||||||||||
Common stock, shares outstanding (in shares) | 43,831 | 43,777 | 43,831 | 43,777 | |||||||
Class A Convertible Common Stock | |||||||||||
Dividends Payable [Line Items] | |||||||||||
Common stock, shares outstanding (in shares) | 4,800 | 4,800 | 4,800 | 4,800 |
Significant Accounting Polici42
Significant Accounting Policies (Schedule Of Computations Of Earnings Per Share) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Jun. 02, 2018 | Mar. 03, 2018 | Dec. 02, 2017 | Sep. 02, 2017 | Jun. 03, 2017 | Feb. 25, 2017 | Nov. 26, 2016 | Aug. 27, 2016 | Jun. 02, 2018 | Jun. 03, 2017 | May 28, 2016 | |
Accounting Policies [Abstract] | |||||||||||
Net income (loss) attributable to Cal-Maine Foods, Inc. | $ 71,767 | $ 96,294 | $ (26,136) | $ (15,993) | $ (24,471) | $ 4,139 | $ (23,010) | $ (30,936) | $ 125,932 | $ (74,278) | $ 316,041 |
Basic weighted-average common shares (including Class A) (in shares) | 48,353 | 48,362 | 48,195 | ||||||||
Effect of dilutive securities: | |||||||||||
Common stock options and restricted stock (in shares) | 115 | 0 | 170 | ||||||||
Dilutive potential common shares (in shares) | 48,468 | 48,362 | 48,365 | ||||||||
Net income (loss) per common share: | |||||||||||
Basic (in dollars per share) | $ 1.48 | $ 1.99 | $ (0.54) | $ (0.33) | $ (0.51) | $ 0.09 | $ (0.48) | $ (0.64) | $ 2.60 | $ (1.54) | $ 6.56 |
Diluted (in dollars per share) | $ 1.48 | $ 1.99 | $ (0.54) | $ (0.33) | $ (0.51) | $ 0.09 | $ (0.48) | $ (0.64) | $ 2.60 | $ (1.54) | $ 6.53 |
Acquisition (Narrative) (Detail
Acquisition (Narrative) (Details) - USD ($) $ in Thousands | Feb. 18, 2017 | Oct. 16, 2016 | Feb. 18, 2017 |
Business Acquisition [Line Items] | |||
Cash consideration paid | $ 85,822 | ||
Deferred purchase price | $ (3,000) | ||
Foodonics International, Inc | |||
Business Acquisition [Line Items] | |||
Cash consideration paid | $ 68,600 | ||
Deferred purchase price | $ (3,000) | ||
Happy Hen Egg Farms, Inc | |||
Business Acquisition [Line Items] | |||
Cash consideration paid | $ 17,200 |
Acquisition (Allocation of Purc
Acquisition (Allocation of Purchase Price) (Details) - USD ($) $ in Thousands | 4 Months Ended | |||
Feb. 18, 2017 | Jun. 02, 2018 | Jun. 03, 2017 | May 28, 2016 | |
Business Combinations [Abstract] | ||||
Inventory | $ 8,278 | |||
Property, plant and equipment | 49,849 | |||
Intangible assets | 26,400 | |||
Liabilities assumed | (2,034) | |||
Total identifiable net assets | 82,493 | |||
Goodwill | 6,329 | $ 35,525 | $ 35,525 | $ 29,196 |
Purchase price | 88,822 | |||
Deferred purchase price | (3,000) | |||
Cash consideration paid | $ 85,822 |
Investment In Affiliates (Narra
Investment In Affiliates (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 02, 2018 | Jun. 03, 2017 | May 28, 2016 | |
Investments in and Advances to Affiliates [Line Items] | |||
Investments in affiliates, recorded using the equity method of accounting | $ 64,200 | $ 62,800 | |
Equity in income of affiliates | $ 3,517 | 1,390 | $ 5,016 |
Red River Valley Egg Farm, LLC | |||
Investments in and Advances to Affiliates [Line Items] | |||
Ownership percentage | 50.00% | ||
Specialty Eggs LLC | |||
Investments in and Advances to Affiliates [Line Items] | |||
Ownership percentage | 50.00% | ||
Southwest Specialty Eggs, LLC | |||
Investments in and Advances to Affiliates [Line Items] | |||
Ownership percentage | 50.00% | ||
Dallas Reinsurance, Co., LTD | |||
Investments in and Advances to Affiliates [Line Items] | |||
Ownership percentage | 50.00% | ||
Egg-Land's Best, Inc. | |||
Investments in and Advances to Affiliates [Line Items] | |||
Carrying value of cost method investment | $ 2,600 | $ 2,900 |
Investment In Affiliates (Sched
Investment In Affiliates (Schedule Of Transactions With Unconsolidated Affiliates) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 02, 2018 | Jun. 03, 2017 | May 28, 2016 | |
Corporate Joint Venture | |||
Related Party Transaction [Line Items] | |||
Net sales | $ 137,612 | $ 86,072 | $ 91,320 |
Net income | 7,071 | 2,804 | 10,090 |
Total assets | 134,056 | 131,871 | 100,700 |
Total liabilities | 5,859 | 6,543 | 5,697 |
Total equity | 128,197 | 125,328 | 95,003 |
Affiliated Entity | |||
Related Party Transaction [Line Items] | |||
Sales to affiliates | 59,295 | 59,073 | 61,094 |
Purchases from affiliates | 81,043 | 73,713 | 79,419 |
Dividends from affiliates | 4,664 | 6,581 | $ 4,550 |
Accounts receivable from affiliates | 4,603 | 4,643 | |
Accounts payable to affiliates | $ 3,525 | $ 3,617 |
Inventories (Schedule Of Invent
Inventories (Schedule Of Inventories) (Details) - USD ($) $ in Thousands | Jun. 02, 2018 | Jun. 03, 2017 |
Inventory Disclosure [Abstract] | ||
Flocks, net of accumulated amortization | $ 96,594 | $ 98,059 |
Eggs | 17,313 | 14,911 |
Feed and supplies | 54,737 | 47,722 |
Total inventories | $ 168,644 | $ 160,692 |
Inventories (Narrative) (Detail
Inventories (Narrative) (Details) pullet_and_breeder in Millions, layer in Millions | Jun. 02, 2018layerpullet_and_breeder |
Inventory Disclosure [Abstract] | |
Pullets and breeders | pullet_and_breeder | 9.6 |
Layers | layer | 36.3 |
Inventories (Schedule Of Cost O
Inventories (Schedule Of Cost Of Sales Amortization And Mortality) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 02, 2018 | Jun. 03, 2017 | May 28, 2016 | |
Inventory Disclosure [Abstract] | |||
Amortization | $ 117,774 | $ 118,859 | $ 106,459 |
Mortality | 4,438 | 5,213 | 3,665 |
Total flock costs charge to cost of sales | $ 122,212 | $ 124,072 | $ 110,124 |
Goodwill and Other Intangible50
Goodwill and Other Intangible Assets (Schedule of Goodwill and Other Intangible Assets) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 02, 2018 | Jun. 03, 2017 | May 28, 2016 | |
Goodwill [Roll Forward] | |||
Goodwill, Balance | $ 35,525 | $ 29,196 | |
Goodwill, Additions | 6,329 | ||
Goodwill, Balance | 35,525 | 35,525 | $ 29,196 |
Finite-lived Intangible Assets [Roll Forward] | |||
Other intangibles, Amortization | (2,842) | (2,209) | (2,600) |
Other Intangibles, Finite-Lived, Balance | 25,587 | ||
Intangible Assets (Excluding Goodwill) [Roll Forward] | |||
Other intangibles, Balance | 29,149 | 4,958 | |
Other intangibles, Additions | 26,400 | ||
Other intangibles, Balance | 26,307 | 29,149 | 4,958 |
Water Rights | |||
Indefinite-lived Intangible Assets [Roll Forward] | |||
Other Intangibles, Indefinite-Lived, Balance | 720 | 720 | |
Other Intangibles, Indefinite-Lived, Additions | 0 | ||
Other Intangibles, Indefinite-Lived, Balance | 720 | 720 | 720 |
Franchise rights | |||
Finite-lived Intangible Assets [Roll Forward] | |||
Other Intangibles, Finite-Lived, Balance | 23,214 | 397 | |
Other Intangibles, Finite-Lived, Additions | 24,000 | ||
Other intangibles, Amortization | (1,631) | (1,183) | |
Other Intangibles, Finite-Lived, Balance | 21,583 | 23,214 | 397 |
Customer relationships | |||
Finite-lived Intangible Assets [Roll Forward] | |||
Other Intangibles, Finite-Lived, Balance | 4,660 | 3,685 | |
Other Intangibles, Finite-Lived, Additions | 1,900 | ||
Other intangibles, Amortization | (1,078) | (925) | |
Other Intangibles, Finite-Lived, Balance | 3,582 | 4,660 | 3,685 |
Non-compete agreements | |||
Finite-lived Intangible Assets [Roll Forward] | |||
Other Intangibles, Finite-Lived, Balance | 104 | 28 | |
Other Intangibles, Finite-Lived, Additions | 100 | ||
Other intangibles, Amortization | (18) | (24) | |
Other Intangibles, Finite-Lived, Balance | 86 | 104 | 28 |
Right of use intangible | |||
Finite-lived Intangible Assets [Roll Forward] | |||
Other Intangibles, Finite-Lived, Balance | 66 | 128 | |
Other Intangibles, Finite-Lived, Additions | 0 | ||
Other intangibles, Amortization | (66) | (62) | |
Other Intangibles, Finite-Lived, Balance | 0 | 66 | 128 |
Trademark | |||
Finite-lived Intangible Assets [Roll Forward] | |||
Other Intangibles, Finite-Lived, Balance | 385 | 0 | |
Other Intangibles, Finite-Lived, Additions | 400 | ||
Other intangibles, Amortization | (49) | (15) | |
Other Intangibles, Finite-Lived, Balance | $ 336 | $ 385 | $ 0 |
Goodwill and Other Intangible51
Goodwill and Other Intangible Assets (Schedule of Other Intangibles) (Details) - USD ($) $ in Thousands | Jun. 02, 2018 | Jun. 03, 2017 | May 28, 2016 |
Schedule of Finite-Lived And Indefinite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount | $ 50,339 | $ 50,339 | |
Accumulated amortization | (24,032) | (21,190) | |
Franchise rights | |||
Schedule of Finite-Lived And Indefinite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount, finite-lived | 29,284 | 29,284 | |
Accumulated amortization | (7,701) | (6,070) | |
Customer relationships | |||
Schedule of Finite-Lived And Indefinite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount, finite-lived | 19,544 | 19,544 | |
Accumulated amortization | (15,962) | (14,884) | |
Non-compete agreements | |||
Schedule of Finite-Lived And Indefinite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount, finite-lived | 200 | 200 | |
Accumulated amortization | (114) | (96) | |
Right of use intangible | |||
Schedule of Finite-Lived And Indefinite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount, finite-lived | 191 | 191 | |
Accumulated amortization | (191) | (125) | |
Trademark | |||
Schedule of Finite-Lived And Indefinite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount, finite-lived | 400 | 400 | |
Accumulated amortization | (64) | (15) | |
Water Rights | |||
Schedule of Finite-Lived And Indefinite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount, indefinite-lived | $ 720 | $ 720 | $ 720 |
Goodwill and Other Intangible52
Goodwill and Other Intangible Assets (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 02, 2018 | Jun. 03, 2017 | May 28, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Aggregate amortization expense for intangible assets | $ 2,842 | $ 2,209 | $ 2,600 |
Goodwill and Other Intangible53
Goodwill and Other Intangible Assets (Schedule of Estimated Amortization Of Intangible Assets) (Details) $ in Thousands | Jun. 02, 2018USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2,018 | $ 2,766 |
2,019 | 2,766 |
2,020 | 2,228 |
2,021 | 1,924 |
2,022 | 1,924 |
Thereafter | 13,979 |
Total | $ 25,587 |
Property, Plant and Equipment54
Property, Plant and Equipment (Schedule of Property, Plant and Equipment) (Details) - USD ($) $ in Thousands | Jun. 02, 2018 | Jun. 03, 2017 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment gross | $ 939,091 | $ 927,179 |
Less: accumulated depreciation | 513,707 | 468,995 |
Property, plant and equipment, less accumulated depreciation | 425,384 | 458,184 |
Land and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment gross | 90,757 | 87,276 |
Buildings and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment gross | 360,030 | 342,933 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment gross | 478,997 | 460,218 |
Construction-in-progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment gross | $ 9,307 | $ 36,752 |
Property, Plant and Equipment55
Property, Plant and Equipment (Narrative) (Details) $ in Millions | 3 Months Ended | 12 Months Ended | |||
Feb. 27, 2016property | Nov. 28, 2015property | Jun. 02, 2018USD ($) | Jun. 03, 2017USD ($) | May 28, 2016USD ($) | |
Property, Plant and Equipment [Line Items] | |||||
Depreciation expense | $ | $ 51.1 | $ 48.8 | $ 41.4 | ||
Florida | |||||
Property, Plant and Equipment [Line Items] | |||||
Number of pullet houses destroyed | 2 | ||||
Shady Dale Georgia | |||||
Property, Plant and Equipment [Line Items] | |||||
Number of pullet houses destroyed | 2 |
Leases (Schedule of Future Mini
Leases (Schedule of Future Minimum Operating Lease Payments) (Details) $ in Thousands | Jun. 02, 2018USD ($) |
Leases [Abstract] | |
2,019 | $ 865 |
2,020 | 531 |
2,021 | 487 |
2,022 | 380 |
2,023 | 206 |
Thereafter | 17 |
Total minimum lease payments | $ 2,486 |
Leases (Narrative) (Details)
Leases (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 02, 2018 | Jun. 03, 2017 | May 28, 2016 | |
Leases [Abstract] | |||
Vehicle rent included in rent expense | $ 578 | $ 475 | $ 190 |
Rent expense | $ 3,200 | $ 3,500 | $ 3,900 |
Credit Facilities and Long-Te58
Credit Facilities and Long-Term Debt (Schedule of Long-term Debt Instruments) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 02, 2018 | Jun. 03, 2017 | |
Debt Instrument [Line Items] | ||
Total debt | $ 6,090 | $ 10,939 |
Less: current maturities | 3,536 | 4,826 |
Long-term debt, less current maturities | 2,554 | 6,113 |
Note payable at 6.20% | ||
Debt Instrument [Line Items] | ||
Total debt | $ 4,500 | $ 7,500 |
Interest rate | 6.20% | |
Principal installment | $ 250 | |
Note payable at 6.35% | ||
Debt Instrument [Line Items] | ||
Interest rate | 6.35% | |
Principal installment | $ 100 | |
Note payable at 5.40% | ||
Debt Instrument [Line Items] | ||
Total debt | $ 250 | $ 1,750 |
Interest rate | 5.40% | |
Principal installment | $ 125 | |
Note payable at 6.40% | ||
Debt Instrument [Line Items] | ||
Interest rate | 6.40% | |
Principal installment | $ 35 | |
Capital lease obligations | ||
Debt Instrument [Line Items] | ||
Total debt | $ 1,340 | $ 1,689 |
Credit Facilities and Long-Te59
Credit Facilities and Long-Term Debt (Schedule of Maturities of Long-term Debt) (Details) - USD ($) $ in Thousands | Jun. 02, 2018 | Jun. 03, 2017 |
Debt Disclosure [Abstract] | ||
2,018 | $ 3,536 | |
2,019 | 1,696 | |
2,020 | 205 | |
2,021 | 215 | |
2,022 | 224 | |
Thereafter | 214 | |
Total debt | $ 6,090 | $ 10,939 |
Credit Facilities and Long-Te60
Credit Facilities and Long-Term Debt (Narrative) (Details) - USD ($) | Jul. 10, 2018 | Jun. 02, 2018 | Jun. 03, 2017 | May 28, 2016 |
Debt Instrument [Line Items] | ||||
Interest costs incurred | $ 265,000 | $ 318,000 | $ 1,100,000 | |
Interest costs capitalized | $ 217,000 | $ 1,100,000 | $ 1,100,000 | |
Loan Agreements | ||||
Debt Instrument [Line Items] | ||||
Restrictive covenants, minimum working capital ratio | 1.25 | |||
Restrictive covenants, minimum tangible net worth | $ 90,000,000 | |||
Restrictive covenants, cumulative net income percentage | 45.00% | |||
Restrictive covenants, maximum dividends as a percentage of prior year net income | 33.33% | |||
Restrictive covenants, funded debt to total | 55.00% | |||
Restrictive covenants, minimum current ratio | 1.25 | |||
Debt Agreements | ||||
Debt Instrument [Line Items] | ||||
Restrictive covenants, minimum voting ownership percentage | 50.00% | |||
Line of Credit | Subsequent Event | Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Restrictive covenants, minimum voting ownership percentage | 50.00% | |||
Maximum borrowing capacity | $ 100,000,000 |
Employee Benefit Plans (Narrati
Employee Benefit Plans (Narrative) (Details) - USD ($) | 12 Months Ended | ||
Jun. 02, 2018 | Jun. 03, 2017 | May 28, 2016 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Medical claim, maximum per occurrence | $ 225,000 | ||
Medical plan expense | 16,100,000 | $ 14,000,000 | $ 11,800,000 |
Liability recorded for incurred but not reported claims | $ 1,100,000 | 900,000 | |
Deferred compensation agreement, amount of years required for payment | 65 years | ||
Payments made under plan | $ 110,000 | 110,000 | 102,000 |
Liability related to deferred compensation agreements | 1,500,000 | 1,600,000 | |
Deferred compensation expense | 693,000 | 616,000 | 347,000 |
Postretirement expense liability | 2,300,000 | ||
2006 Plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Payments made under plan | 42,000 | 147,000 | |
Liability related to deferred compensation agreements | 3,100,000 | 2,500,000 | |
Awards issued under deferred compensation plan | $ 298,000 | $ 290,000 | $ 284,000 |
KSOP | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Company matching contribution percentage | 3.00% | 3.00% | 3.00% |
Company cash contribution | $ 3,300,000 | $ 3,200,000 | $ 2,900,000 |
Stock Compensation Plans (Narra
Stock Compensation Plans (Narrative) (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | |||
Jan. 31, 2017 | Jun. 02, 2018 | Jun. 03, 2017 | May 28, 2016 | Oct. 05, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Restricted stock units granted from treasury (in shares) | 88,965 | 86,215 | |||
Stock based compensation expense (benefit) | $ 3.5 | $ 3.4 | $ 1.7 | ||
2012 Omnibus Long-Term Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Incentive plan shares authorized (in shares) | 1,000,000 | ||||
Shares available for future issuance (in shares) | 423,092 | ||||
Restricted stock units granted from treasury (in shares) | 88,965 | ||||
Vesting period | 3 years | ||||
Unrecognized compensation expense | $ 5.9 | ||||
Weighted average period of unrecognized compensation expense | 2 years 1 month 6 days |
Stock Compensation Plans (Summa
Stock Compensation Plans (Summary of Equity Award Activity) (Details) - $ / shares | 12 Months Ended | |
Jun. 02, 2018 | Jun. 03, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward] | ||
Number of Shares, Outstanding, Beginning Balance (in shares) | 247,735 | 288,900 |
Number of Shares, Granted (in shares) | 88,965 | 86,215 |
Number of Shares, Vested (in shares) | (85,990) | (121,148) |
Number of Shares, Forfeited (in shares) | (9,420) | (6,232) |
Number of Shares, Outstanding, Ending Balance (in shares) | 241,290 | 247,735 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||
Weighted Average Grant Date Fair Value, Outstanding, Beginning Balance (in dollars per share) | $ 35.97 | $ 35.97 |
Weighted Average Grant Date Fair Value, Granted (in dollars per share) | 43.81 | 43 |
Weighted Average Grant Date Fair Value, Vested (in dollars per share) | 36.76 | 26.90 |
Weighted Average Grant Date Fair Value, Forfeited (in dollars per share) | 42.43 | 39.66 |
Weighted Average Grant Date Fair Value, Outstanding, Ending Balance (in dollars per share) | $ 42.30 | $ 35.97 |
Income Taxes (Tax Expense by Ju
Income Taxes (Tax Expense by Jurisdiction) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 02, 2018 | Jun. 03, 2017 | May 28, 2016 | |
Current: | |||
Current income tax expense (benefit): Federal | $ 18,560 | $ (48,030) | $ 132,250 |
Current income tax expense (benefit): State | 6,390 | (6,670) | 17,560 |
Current income tax expense (benefit): Total | 24,950 | (54,700) | 149,810 |
Deferred: | |||
Deferred income tax expense (benefit): Federal | 11,038 | 13,076 | 17,096 |
Deferred income tax expense (benefit): Enacted rate change | (42,973) | 0 | 0 |
Deferred income tax expense (benefit): State | (1,874) | 1,757 | 2,296 |
Deferred income tax expense (benefit): Total | (33,809) | 14,833 | 19,392 |
Income tax expense (benefit) | $ (8,859) | $ (39,867) | $ 169,202 |
Income Taxes (Deferred Tax Asse
Income Taxes (Deferred Tax Assets and Liabilities) (Details) - USD ($) $ in Thousands | Jun. 02, 2018 | Jun. 03, 2017 |
Deferred tax liabilities: | ||
Property, plant and equipment | $ 47,899 | $ 68,830 |
Inventories | 25,494 | 38,270 |
Investment in affiliates | 7,996 | 8,563 |
Other comprehensive income | 0 | 290 |
Other | 1,616 | 4,656 |
Total deferred tax liabilities | 83,005 | 120,609 |
Deferred tax assets: | ||
Accrued expenses | 3,013 | 4,308 |
State operating loss carryforwards | 566 | 0 |
Other comprehensive loss | 95 | 0 |
Other | 3,276 | 6,019 |
Total deferred tax assets | 6,950 | 10,327 |
Net deferred tax liabilities | $ 76,055 | $ 110,282 |
Income Taxes (Reconciliation of
Income Taxes (Reconciliation of Effective Tax Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Jun. 03, 2017 | Jun. 02, 2018 | Jun. 03, 2017 | May 28, 2016 | |
Income Tax Disclosure [Abstract] | ||||
Statutory federal income tax (benefit) | $ 34,105 | $ (39,950) | $ 169,835 | |
State income tax (benefit) | 3,200 | (3,193) | 12,906 | |
Domestic manufacturers deduction | $ (4,100) | (2,545) | 4,095 | (13,332) |
Enacted rate change | (42,973) | 0 | 0 | |
Tax exempt interest income | (101) | (206) | (233) | |
Other, net | (545) | (613) | 26 | |
Income tax expense (benefit) | $ (8,859) | $ (39,867) | $ 169,202 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Jun. 02, 2018 | Jun. 02, 2018 | Jun. 03, 2017 | May 28, 2016 | |
Income Tax Disclosure [Abstract] | ||||
Tax benefit recorded from tax reform | $ 8,000 | $ 43,000 | ||
Federal and state income taxes paid | 2,100 | $ 3,700 | $ 167,200 | |
Federal and state income taxes refunded | 47,200 | 17,600 | $ 320 | |
Significant unrecognized tax benefits | $ 0 | $ 0 | $ 0 |
Contingencies (Narrative) (Deta
Contingencies (Narrative) (Details) - USD ($) $ in Millions | Dec. 29, 2017 | Dec. 02, 2017 | Jun. 02, 2018 |
Commitments and Contingencies Disclosure [Abstract] | |||
Standby letters of credit | $ 4.2 | ||
Amount of settlement announced prior to all claims being dismissed | $ 80.8 | $ 80.8 |
Description of Rights and Pri69
Description of Rights and Privileges of Capital Stock-Capital Structure Consists of Common Stock and Class A Common Stock (Details) | Jun. 02, 2018sharesclassvote |
Schedule of Stockholders Equity [Line Items] | |
Number of classes of capital stock | class | 2 |
Common Stock | |
Schedule of Stockholders Equity [Line Items] | |
Number of votes per share of stock | 1 |
Number of votes per share of stock converted from Class A | shares | 1 |
Class A Convertible Common Stock | |
Schedule of Stockholders Equity [Line Items] | |
Number of votes per share of stock | 10 |
Fair Value Measures (Narrative)
Fair Value Measures (Narrative) (Details) $ in Thousands | Jun. 02, 2018USD ($) |
Fair Value Disclosures [Abstract] | |
Adverse effect on fair value of debt from 1% change in interest rate | $ 65 |
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 ($) $ in Thousands | Jun. 02, 2018 | Jun. 03, 2017 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt, Carrying Value | $ 6,090 | $ 10,939 |
Long-term debt, Fair Value | 5,903 | 10,815 |
5.40 – 6.40% Notes payable | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt, Carrying Value | 4,750 | 9,250 |
Long-term debt, Fair Value | 4,732 | 9,295 |
Long-term leases | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt, Carrying Value | 1,340 | 1,689 |
Long-term debt, Fair Value | $ 1,171 | $ 1,520 |
Minimum | 5.40 – 6.40% Notes payable | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Interest rate | 5.40% | |
Maximum | 5.40 – 6.40% Notes payable | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Interest rate | 6.40% |
Fair Value Measures (Schedule72
Fair Value Measures (Schedule of Assets Measured at Fair Value on A Recurring Basis) (Details) - USD ($) $ in Thousands | Jun. 02, 2018 | Jun. 03, 2017 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | $ 285,657 | $ 140,921 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 3,071 | 2,459 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 282,586 | 138,462 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
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] | ||
Assets measured at fair value | 23,817 | 20,216 |
US government and agency obligations | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 0 | 0 |
US government and agency obligations | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 23,817 | 20,216 |
US government and agency obligations | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 0 | 0 |
Municipal bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 20,666 | 36,873 |
Municipal bonds | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 0 | 0 |
Municipal bonds | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 20,666 | 36,873 |
Municipal bonds | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 0 | 0 |
Certificates of deposits | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 2,507 | |
Certificates of deposits | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 0 | |
Certificates of deposits | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 2,507 | |
Certificates of deposits | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 0 | |
Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 17,920 | |
Commercial paper | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 0 | |
Commercial paper | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 17,920 | |
Commercial paper | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 0 | |
Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 214,083 | 75,790 |
Corporate bonds | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 0 | 0 |
Corporate bonds | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 214,083 | 75,790 |
Corporate bonds | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 0 | 0 |
Foreign government obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 0 | |
Foreign government obligations | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 0 | |
Foreign government obligations | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 0 | |
Foreign government obligations | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 0 | |
Variable rate demand notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 600 | |
Variable rate demand notes | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 0 | |
Variable rate demand notes | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 600 | |
Variable rate demand notes | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 0 | |
Asset backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 2,993 | 5,583 |
Asset backed securities | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 0 | 0 |
Asset backed securities | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 2,993 | 5,583 |
Asset backed securities | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 0 | 0 |
Mutual funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 3,071 | 2,459 |
Mutual funds | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 3,071 | 2,459 |
Mutual funds | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 0 | 0 |
Mutual funds | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | $ 0 | $ 0 |
Investment Securities (Schedule
Investment Securities (Schedule of Investment Securities) (Details) - USD ($) $ in Thousands | Jun. 02, 2018 | Jun. 03, 2017 |
Current Investments | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | $ 284,007 | $ 138,450 |
Gains in Accumulated Other Comprehensive Income | 0 | 55 |
Losses in Accumulated Other Comprehensive Income | 1,421 | 43 |
Estimated Fair Value | 282,586 | 138,462 |
Noncurrent Investments | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 2,037 | 1,706 |
Gains in Accumulated Other Comprehensive Income | 1,034 | 753 |
Losses in Accumulated Other Comprehensive Income | 0 | 0 |
Estimated Fair Value | 3,071 | 2,459 |
US government and agency obligations | Current Investments | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 23,991 | 20,259 |
Gains in Accumulated Other Comprehensive Income | 0 | 0 |
Losses in Accumulated Other Comprehensive Income | 174 | 43 |
Estimated Fair Value | 23,817 | 20,216 |
Municipal bonds | Current Investments | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 20,697 | 36,839 |
Gains in Accumulated Other Comprehensive Income | 0 | 34 |
Losses in Accumulated Other Comprehensive Income | 31 | 0 |
Estimated Fair Value | 20,666 | 36,873 |
Certificates of deposits | Current Investments | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 2,510 | |
Gains in Accumulated Other Comprehensive Income | 0 | |
Losses in Accumulated Other Comprehensive Income | 3 | |
Estimated Fair Value | 2,507 | |
Commercial paper | Current Investments | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 17,926 | |
Gains in Accumulated Other Comprehensive Income | 0 | |
Losses in Accumulated Other Comprehensive Income | 6 | |
Estimated Fair Value | 17,920 | |
Corporate bonds | Current Investments | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 215,273 | 75,769 |
Gains in Accumulated Other Comprehensive Income | 0 | 21 |
Losses in Accumulated Other Comprehensive Income | 1,190 | 0 |
Estimated Fair Value | 214,083 | 75,790 |
Variable rate demand notes | Current Investments | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 600 | |
Gains in Accumulated Other Comprehensive Income | 0 | |
Losses in Accumulated Other Comprehensive Income | 0 | |
Estimated Fair Value | 600 | |
Asset backed securities | Current Investments | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 3,010 | 5,583 |
Gains in Accumulated Other Comprehensive Income | 0 | 0 |
Losses in Accumulated Other Comprehensive Income | 17 | 0 |
Estimated Fair Value | 2,993 | 5,583 |
Mutual funds | Noncurrent Investments | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 2,037 | 1,706 |
Gains in Accumulated Other Comprehensive Income | 1,034 | 753 |
Losses in Accumulated Other Comprehensive Income | 0 | 0 |
Estimated Fair Value | $ 3,071 | $ 2,459 |
Investment Securities (Narrativ
Investment Securities (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 02, 2018 | Jun. 03, 2017 | May 28, 2016 | |
Investments, Debt and Equity Securities [Abstract] | |||
Proceeds from sale of available-for-sale securities | $ 127,700 | $ 248,200 | $ 285,900 |
Gross realized gains on sales of available-for-sale securities | 25 | 231 | 131 |
Gross realized losses on sales of available-for-sale securities | $ 83 | $ 7 | $ 110 |
Investment Securities (Schedu75
Investment Securities (Schedule of Unrealized Holding Gains (Losses)) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 02, 2018 | Jun. 03, 2017 | May 28, 2016 | |
Schedule of Available-for-sale Securities [Line Items] | |||
Unrealized holding gains (losses), net of tax on available-for-sale securities | $ (767) | $ 110 | $ (9) |
Current Investments | |||
Schedule of Available-for-sale Securities [Line Items] | |||
Unrealized holding gains (losses), net of tax on available-for-sale securities | (1,083) | (54) | 22 |
Noncurrent Investments | |||
Schedule of Available-for-sale Securities [Line Items] | |||
Unrealized holding gains (losses), net of tax on available-for-sale securities | $ 316 | $ 164 | $ (31) |
Investment Securities (Schedu76
Investment Securities (Schedule of Contractual Maturities of Investment Securities) (Details) $ in Thousands | Jun. 02, 2018USD ($) |
Investments, Debt and Equity Securities [Abstract] | |
Within one year | $ 111,676 |
1-3 years | 170,910 |
Total | $ 282,586 |
Quarterly Financial Data (Sched
Quarterly Financial Data (Schedule of Quarterly Financial Data) (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 29, 2017 | Jun. 02, 2018 | Mar. 03, 2018 | Dec. 02, 2017 | Sep. 02, 2017 | Jun. 03, 2017 | Feb. 25, 2017 | Nov. 26, 2016 | Aug. 27, 2016 | Jun. 02, 2018 | Jun. 03, 2017 | May 28, 2016 |
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||
Net sales | $ 443,095 | $ 435,820 | $ 361,172 | $ 262,845 | $ 274,584 | $ 306,540 | $ 253,544 | $ 239,845 | $ 1,502,932 | $ 1,074,513 | $ 1,908,650 | |
Gross profit | 141,216 | 120,098 | 82,396 | 17,336 | 12,006 | 39,165 | 3,948 | (9,569) | 361,046 | 45,550 | 648,074 | |
Net income (loss) attributable to Cal-Maine Foods, Inc. | $ 71,767 | $ 96,294 | $ (26,136) | $ (15,993) | $ (24,471) | $ 4,139 | $ (23,010) | $ (30,936) | $ 125,932 | $ (74,278) | $ 316,041 | |
Net income (loss) per share: | ||||||||||||
Basic (in dollars per share) | $ 1.48 | $ 1.99 | $ (0.54) | $ (0.33) | $ (0.51) | $ 0.09 | $ (0.48) | $ (0.64) | $ 2.60 | $ (1.54) | $ 6.56 | |
Diluted (in dollars per share) | $ 1.48 | $ 1.99 | $ (0.54) | $ (0.33) | $ (0.51) | $ 0.09 | $ (0.48) | $ (0.64) | $ 2.60 | $ (1.54) | $ 6.53 | |
Amount of settlement | $ 80,800 | $ 80,800 | ||||||||||
Tax benefit recorded from tax reform, provisional | $ 35,000 | |||||||||||
Tax benefit recorded from tax reform | $ 8,000 | $ 43,000 | ||||||||||
Domestic manufacturers deduction | $ (4,100) | $ (2,545) | $ 4,095 | $ (13,332) |
Subsequent Events - Revolving C
Subsequent Events - Revolving Credit Facility (Details) - Line of Credit - Revolving Credit Facility - Subsequent Event | Jul. 10, 2018USD ($)covenant | Jul. 20, 2018USD ($) |
Subsequent Event [Line Items] | ||
Maximum borrowing capacity | $ 100,000,000 | |
Debt instrument, term | 5 years | |
Accordion feature, increase limit | $ 125,000,000 | |
Amount borrowed | $ 0 | |
Commitment fee | 0.20% | |
Number of financial covenants | covenant | 2 | |
Annual limit on capital expenditures | $ 100,000,000 | |
Restrictive covenants, minimum voting ownership percentage | 50.00% | |
Maximum repurchase of capital stock, amount | $ 75,000,000 | |
Minimum capacity available | $ 20,000,000 | |
Minimum | ||
Subsequent Event [Line Items] | ||
Restrictive covenants, minimum working capital ratio | 2 | |
Maximum | ||
Subsequent Event [Line Items] | ||
Restrictive covenants, minimum working capital ratio | 1 | |
Federal Funds Effective Swap Rate | ||
Subsequent Event [Line Items] | ||
Basis spread on variable rate | 0.50% | |
Eurodollar | ||
Subsequent Event [Line Items] | ||
Basis spread on variable rate | 1.00% | |
Applicable Margin, Base Rate Loans | Minimum | ||
Subsequent Event [Line Items] | ||
Basis spread on variable rate | 0.00% | |
Applicable Margin, Base Rate Loans | Maximum | ||
Subsequent Event [Line Items] | ||
Basis spread on variable rate | 0.75% | |
Applicable Margin, Eurodollar Rate Loans | Minimum | ||
Subsequent Event [Line Items] | ||
Basis spread on variable rate | 1.00% | |
Applicable Margin, Eurodollar Rate Loans | Maximum | ||
Subsequent Event [Line Items] | ||
Basis spread on variable rate | 1.75% |
Subsequent Events - Amendments
Subsequent Events - Amendments to the Company's Certificate of Incorporation (Details) | Jul. 20, 2018USD ($)shares | Jun. 02, 2018vote |
Subsequent Event | ||
Subsequent Event [Line Items] | ||
Number of shares owned by immediate family members and/or permitted transferee's (in shares) | 4,600,000 | |
Number of shares expected to be held (in shares) | 12,000,000 | |
Percent discount on sale of stock | 6.00% | |
Business-day volume weighted average price, period | 20 days | |
Percent of costs to be paid | 50.00% | |
Percent of costs to be paid, parent participates | 100.00% | |
Maximum fees to be reimbursed to the family | $ | $ 750,000 | |
Class A Convertible Common Stock | ||
Subsequent Event [Line Items] | ||
Number of votes per share of stock | vote | 10 | |
Class A Convertible Common Stock | Subsequent Event | ||
Subsequent Event [Line Items] | ||
Number of shares owned by immediate family members and/or permitted transferee's (in shares) | 4,300,000 | |
Common Stock | ||
Subsequent Event [Line Items] | ||
Number of votes per share of stock | vote | 1 |
Schedule II - Valuation and Q80
Schedule II - Valuation and Qualifying Accounts (Details) - Allowance for doubtful accounts - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 02, 2018 | Jun. 03, 2017 | May 28, 2016 | |
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Period | $ 386 | $ 727 | $ 513 |
Charged to Cost and Expense | 10 | (176) | 225 |
Write-off of Accounts | 128 | 165 | 11 |
Balance at End of Period | $ 268 | $ 386 | $ 727 |