Cover
Cover - USD ($) | 12 Months Ended | ||
May 30, 2020 | Jul. 20, 2020 | Nov. 30, 2019 | |
Entity Interactive Data Current | Yes | ||
Entity Shell Company | false | ||
Entity Address, Address Line One | 3320 Woodrow Wilson Ave | ||
Entity Address, City or Town | Jackson | ||
Entity Address, State or Province | MS | ||
Entity Address, Postal Zip Code | 39209 | ||
City Area Code | 601 | ||
Local Phone Number | 948-6813 | ||
Entity File Number | 001-38695 | ||
Entity Tax Identification Number | 64-0500378 | ||
Entity Incorporation, State or Country Code | DE | ||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Title of 12(b) Security | Common Stock, $0.01 par value per share | ||
Trading Symbol | CALM | ||
Security Exchange Name | NASDAQ | ||
Amendment Flag | false | ||
Document Period End Date | May 30, 2020 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | CAL-MAINE FOODS, INC. | ||
Entity Central Index Key | 0000016160 | ||
Current Fiscal Year End Date | --05-30 | ||
Entity Filer Category | Large Accelerated Filer | ||
ICFR Auditor Attestation Flag | true | ||
Entity Public Float | $ 1,372,892,856 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | Yes | ||
Documents Incorporated by Reference | The information called for by Part III of this Form 10-K is incorporated herein by reference from the registrant’s Definitive Proxy Statement for its 2020 annual meeting of stockholders which will be filed pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this report. | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Common Stock | |||
Entity Common Stock, Shares Outstanding | 43,500,718 | ||
Class A Convertible Common Stock | |||
Entity Common Stock, Shares Outstanding | 4,800,000 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | May 30, 2020 | Jun. 01, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 78,130 | $ 69,247 |
Investment securities available-for-sale | 154,163 | 250,181 |
Receivables: | ||
Trade receivables, net | 84,976 | 57,059 |
Income tax receivable | 9,884 | 9,745 |
Other | 3,515 | 4,956 |
Total receivables | 98,375 | 71,760 |
Inventories | 187,216 | 172,237 |
Prepaid expenses and other current assets | 4,367 | 4,328 |
Total current assets | 522,251 | 567,753 |
Property, plant & equipment, net | 557,375 | 455,347 |
Finance lease right-of-use asset, net | 678 | 947 |
Operating lease right-of-use asset, net | 2,531 | 0 |
Investments in unconsolidated entities | 60,982 | 67,554 |
Goodwill | 35,525 | 35,525 |
Intangible assets, net | 22,816 | 23,762 |
Other long-term assets | 4,536 | 5,390 |
Total assets | 1,206,694 | 1,156,278 |
Current liabilities: | ||
Trade accounts payable | 55,904 | 39,210 |
Accrued wages and benefits | 23,277 | 22,914 |
Accrued expenses and other liabilities | 13,001 | 11,087 |
Current maturities of long-term debt | 0 | 1,500 |
Current portion of finance lease obligation | 205 | 196 |
Current portion of operating lease obligation | 796 | 0 |
Current portion of finance lease obligation | 93,183 | 74,907 |
Long-term finance lease obligation | 652 | 858 |
Long-term operating lease obligation | 1,735 | 0 |
Other noncurrent liabilities | 8,681 | 8,110 |
Deferred income taxes | 92,768 | 82,597 |
Total liabilities | 197,019 | 166,472 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Paid-in capital | 60,372 | 56,857 |
Retained earnings | 975,147 | 954,527 |
Accumulated other comprehensive income, net of tax | 79 | 355 |
Common stock in treasury, at cost – 26,287 and 26,366 shares in 2020 and 2019, respectively | (26,674) | (25,866) |
Total Cal-Maine Foods, Inc. stockholders' equity | 1,009,675 | 986,624 |
Noncontrolling interest in consolidated entities | 0 | 3,182 |
Total stockholders’ equity | 1,009,675 | 989,806 |
Total liabilities and stockholders' equity | 1,206,694 | 1,156,278 |
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) - $ / shares | May 30, 2020 | Jun. 01, 2019 |
Common stock, shares outstanding (in shares) | 48,774,000 | |
Common stock in treasury (in shares) | 26,287,000 | 26,366,000 |
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) | 120,000,000 | 120,000,000 |
Common stock, shares outstanding (in shares) | 43,974,000 | 43,894,000 |
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 | ||
May 30, 2020 | Jun. 01, 2019 | Jun. 02, 2018 | |
Income Statement [Abstract] | |||
Net sales | $ 1,351,609 | $ 1,361,188 | $ 1,502,932 |
Cost of sales | 1,172,021 | 1,138,329 | 1,141,886 |
Gross profit | 179,588 | 222,859 | 361,046 |
Selling, general and administrative | 176,237 | 174,795 | 179,316 |
Legal settlement expense | 2,000 | 2,250 | 80,750 |
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal | 82 | 33 | 473 |
Operating income | 1,269 | 45,781 | 100,507 |
Other income (expense): | |||
Interest expense | (498) | (644) | (265) |
Interest income | 4,962 | 7,978 | 3,697 |
Patronage dividends | 10,096 | 10,482 | 8,286 |
Equity in income of unconsolidated entities | 534 | 4,775 | 3,517 |
Other, net | 3,696 | 2,432 | 1,595 |
Total other income | 18,790 | 25,024 | 16,830 |
Income before income taxes | 20,059 | 70,805 | 117,337 |
Income tax expense (benefit) | 1,731 | 15,743 | (8,859) |
Net income | 18,328 | 55,062 | 126,196 |
Less: Net income (loss) attributable to noncontrolling interest | (63) | 833 | 264 |
Net income attributable to Cal-Maine Foods, Inc. | $ 18,391 | $ 54,229 | $ 125,932 |
Earnings Per Share [Abstract] | |||
Basic (in dollars per share) | $ 0.38 | $ 1.12 | $ 2.60 |
Diluted (in dollars per share) | $ 0.38 | $ 1.12 | $ 2.60 |
Weighted average shares outstanding: | |||
Basic (in shares) | 48,467 | 48,467 | 48,353 |
Diluted (in shares) | 48,584 | 48,589 | 48,468 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
May 30, 2020 | Jun. 01, 2019 | Jun. 02, 2018 | |
Statement of Comprehensive Income [Abstract] | |||
Net income | $ 18,328 | $ 55,062 | $ 126,196 |
Other comprehensive income, before tax: | |||
Unrealized holding gain (loss) available-for-sale securities, net of reclassification adjustments | 59 | 1,719 | (1,151) |
(Increase) decrease in accumulated post-retirement benefits obligation, net of reclassification adjustments | (445) | (349) | 249 |
Other comprehensive income (loss), before tax | (386) | 1,370 | (902) |
Income tax expense (benefit) related to items of other comprehensive income (loss) | (110) | 322 | (370) |
Other comprehensive income (loss), net of tax | (276) | 1,048 | (532) |
Comprehensive income | 18,052 | 56,110 | 125,664 |
Less: comprehensive income (loss) attributable to the noncontrolling interest | (63) | 833 | 264 |
Comprehensive income attributable to Cal-Maine Foods, Inc. | $ 18,115 | $ 55,277 | $ 125,400 |
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 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] | ||||||||
Restricted stock grant, 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 | ||||||
Dividends | (17,093) | (17,093) | ||||||
Net income | 126,196 | 125,932 | 264 | |||||
Other comprehensive income (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 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Restricted stock grant, net of forfeitures | 0 | $ 85 | (85) | |||||
Issuance of restricted stock from treasury, net of forfeitures (in shares) | (87) | |||||||
Purchase of company stock - shares withheld to satisfy withholding obligation in connection with the vesting of restricted stock | (985) | $ (985) | ||||||
Purchase of company stock - shares withheld to satisfy withholding obligation in connection with the vesting of restricted stock (in shares) | 23 | |||||||
Restricted stock compensation expense | 3,619 | 3,619 | ||||||
Dividends | (24,620) | (24,620) | ||||||
Net income | 55,062 | 54,229 | 833 | |||||
Other comprehensive income (loss), net of tax | 1,048 | 1,048 | ||||||
Balance at Jun. 01, 2019 | 989,806 | $ (25,866) | 56,857 | 954,527 | 355 | 3,182 | $ 703 | $ 48 |
Balance (in shares) at Jun. 01, 2019 | 26,366 | 70,261 | 4,800 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Restricted stock grant, net of forfeitures | 0 | $ 102 | (102) | |||||
Purchase of company stock - shares withheld to satisfy withholding obligation in connection with the vesting of restricted stock | (910) | (910) | ||||||
Restricted stock compensation expense | 3,617 | 3,617 | ||||||
Distributions to noncontrolling interest partners | (755) | |||||||
Acquisition of noncontrolling interest in Texas Egg Products, LLC | (135) | 2,229 | (2,364) | |||||
Dividends | 0 | |||||||
Net income | 18,328 | 18,391 | (63) | |||||
Other comprehensive income (loss), net of tax | (276) | (276) | ||||||
Balance at May. 30, 2020 | $ 1,009,675 | $ (26,674) | $ 60,372 | $ 975,147 | $ 79 | $ 0 | $ 703 | $ 48 |
Balance (in shares) at May. 30, 2020 | 26,366 | 70,261 | 4,800 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
May 30, 2020 | Jun. 01, 2019 | Jun. 02, 2018 | |
Cash flows from operating activities: | |||
Net income | $ 18,328 | $ 55,062 | $ 126,196 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 58,103 | 54,650 | 54,026 |
Deferred income taxes | 10,281 | 6,123 | (33,809) |
Equity in income of affiliates | (534) | (4,775) | (3,517) |
Loss on disposal of property, plant and equipment | 82 | 33 | 473 |
Stock compensation expense, net of amounts paid | 3,617 | 3,619 | 3,467 |
Unrealized losses on investments | 744 | 0 | 0 |
Gains on sales of investments | (611) | 0 | 0 |
Purchases of equity securities | (275) | 0 | 0 |
Sales of equity securities | 1,212 | 0 | 0 |
Amortization of investments | 316 | 962 | 1,680 |
Other | (248) | 23 | 71 |
Change in operating assets and liabilities, net of effects from acquisitions: | |||
(Increase) decrease in receivables and other assets | (28,300) | 16,011 | 31,402 |
Increase in inventories | (9,704) | (2,285) | (7,952) |
(Increase) decrease in accounts payable, accrued expenses and other liabilities | 17,679 | (14,338) | 28,378 |
Net cash provided by operating activities | 73,609 | 115,085 | 200,415 |
Cash flows from investing activities: | |||
Purchases of investments | (107,234) | (176,951) | (275,287) |
Sales of investments | 204,277 | 209,806 | 127,664 |
Acquisition of businesses, net of cash acquired | (44,650) | (17,889) | 0 |
Investment in unconsolidated entities | 0 | (4,273) | (4,100) |
Distributions from unconsolidated entities | 7,114 | 7,904 | 6,581 |
Purchases of property, plant and equipment | (124,178) | (67,989) | (19,671) |
Net proceeds from disposal of property, plant and equipment | 3,306 | 1,575 | 963 |
Net cash used in investing activities | (61,365) | (47,817) | (163,850) |
Cash flows from financing activities: | |||
Principal payments on long-term debt | (1,500) | (3,754) | (4,849) |
Contributions from (distributions to) to noncontrolling interest partners | 755 | 0 | (279) |
Purchase of common stock by treasury | (910) | (985) | (1,128) |
Payments of dividends | 0 | (41,713) | 0 |
Net cash used in financing activities | (3,361) | (46,452) | (5,698) |
Increase in cash and cash equivalents | 8,883 | 20,816 | 30,867 |
Cash and cash equivalents at beginning of year | 69,247 | 48,431 | 17,564 |
Cash and cash equivalents at end of year | 78,130 | 69,247 | 48,431 |
Supplemental information: | |||
Income taxes paid (refunds received) | (8,443) | 36,312 | (45,101) |
Interest paid (net of amount capitalized) | 498 | 644 | 265 |
Asset Impairment Charges | 2,919 | 0 | 0 |
Finance Lease, Principal Payments | (196) | 0 | 0 |
Non-Cash Change In Operating Lease Liability | $ 871 | $ 0 | $ 0 |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
May 30, 2020 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Summary of Significant Accounting Policies Nature of Operations Cal-Maine Foods, Inc. (“we,” “us,” “our,” or the “Company”) is primarily engaged in the production, grading, packing and sale of fresh shell eggs, including cage-free, organic and nutritionally-enhanced eggs. The Company, which is headquartered in Jackson, Mississippi, is the largest producer and distributor of fresh shell eggs in the United States and sells the majority of its shell eggs in states across the southwestern, southeastern, mid-western and mid-Atlantic regions of the United States. Principles of Consolidation The consolidated financial statements include the accounts of all wholly-owned subsidiaries, as well as majority-owned subsidiaries over which we exercise control. All significant intercompany transactions and accounts have been eliminated in consolidation. Fiscal Year The Company’s fiscal year-end is on the Saturday closest to May 31. Each of the year-to-date periods ended May 30, 2020, June 1, 2019, and June 2, 2018 included 52 weeks. Use of Estimates The preparation of the consolidated financial statements in conformity with generally accepted accounting principles ("GAAP") in the United States of America 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. The severity, magnitude and duration, as well as the economic consequences of the COVID-19 pandemic, are uncertain, rapidly changing and difficult to predict. Therefore, our accounting estimates and assumptions may change over time in response to COVID-19 and may change materially in future periods. 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. The Company routinely maintains 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 to which funds are moved, and zero-balance disbursement account for funding 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 May 30, 2020, and June 1, 2019, checks outstanding in excess of related book cash balances totaled $11.2 million and $6.2 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 debt 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. We classified these securities as current, because the amounts invested are available for current operations. Available-for-sale securities are carried at fair value, with unrealized gains and losses reported as a separate component of stockholders' equity. The cost basis for realized gains and losses on available-for-sale securities is determined on the specific identification method. Investments in mutual funds are classified as “Other long-term assets” in the Company’s Consolidated Balance Sheets. Gains and losses are recognized in other income (expenses) as Other, net in the Company's Consolidated Statements of Income. Trade Receivables We record trade receivables at net realizable value, which includes an allowance for doubtful accounts to reflect any loss anticipated on the trade receivable balances and charged to the provision for doubtful accounts. At May 30, 2020 and June 1, 2019, the recorded allowance for doubtful accounts were $744 thousand and $206 thousand, respectively. 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 May 30, 2020 and June 1, 2019 one customers accounted for approximately 29.5% and 29.6% 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 chicks, 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. Leases The Company determines if an arrangement is a lease at inception of the arrangement and classifies it as an operating lease or finance lease. We recognize the right to use an underlying asset for the lease term as a right-of-use ("ROU") asset on our balance sheet. A lease liability is recorded to represent our obligation to make lease payments over the term of the lease. These assets and liabilities are included in our Consolidated Balance Sheet in Finance lease right-of-use asset, Operating lease right-of-use asset, Current portion of finance lease obligation, Current portion of operating lease obligation, Long-term finance lease obligation, and Long-term operating lease obligation. The Company records ROU assets and lease obligations based on the discounted future minimum lease payments over the term of the lease. When the rate implicit in the lease is not easily determinable, the Company’s incremental borrowing rate is used to calculate the present value of the future lease payments. The Company elected not to recognize ROU assets and lease obligations for leases with an initial term of 12 months or less. Lease expense for operating leases is recognized on a straight-line basis over the lease term. Nature of Leases The company leases certain office spaces, trucks, processing machines, and equipment to support our operations under cancelable and non-cancelable contracts. Corporate and Field Offices We lease office space for administrative employees at some of our farms. These contracts are typically structured with initial non-cancelable terms of three Trucks We assumed several non-cancelable operating leases for trucks from a prior acquisition. The initial terms on these leases ranged from five Processing machines and other equipment We lease a processing machine through a finance lease arrangement assumed in an acquisition. The lease contains a purchase option at the end of the term that we intend to exercise. The company leases various pieces of equipment such as forklifts, pallet jacks, and other items in support of operations. These leases are cancelable and non-cancelable with remaining terms ranging from one month to five years. Investments in Unconsolidated Entities 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. 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. 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. 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. 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 is completed upon satisfaction of the performance obligation to the customer, which typically occurs within days of the Company and customer agreeing upon the order. See Note 1 4 , Revenue Recognition , for further discussion of the policy. The Company believes the performance obligation is met upon delivery and acceptance of the product by our customers. Costs to deliver product to customers are included in selling, general and administrative expenses in the accompanying Consolidated Statements of Income. 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. Advertising Costs The Company expensed advertising costs as incurred of $6.0 million, $7.3 million, and $6.3 million in fiscal 2020, 2019, and 2018, 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 income 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 1 6 - Stock Compensation Plans for more information. Business Combinations 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. Loss 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. New Accounting Pronouncements and Policies 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 new standard establishes a ROU model that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the statement of income. The effective date for the new standard, for the Company, was June 2, 2019 and the Company adopted the new standard on that date. The Company elected a modified retrospective transition approach, applying the new standard to all leases existing at the date of initial application. An entity may choose to use either its effective date or the beginning of the earliest comparative period presented in the financial statements as its date of initial application. We used June 2, 2019 as the date of initial application. If an entity chooses the second option, the transition requirements for existing leases apply to leases entered into between the date of initial application and the effective date. The entity must recast its comparative period financial statements and provide the disclosures required by the new standard for the comparative periods. Because the Company chose the first option, the Company has not recast its comparative period financial statements. In connection with adopting the new standard, the Company reclassified its presentation of finance lease obligations and property in the financial statements for all periods presented. The new standard provides a number of optional practical expedients in transition. The Company elected practical expedients which permit us not to reassess under the new standard our prior conclusions about lease identification, lease classification and initial direct costs. The new standard provides practical expedients for an entity’s initial and ongoing accounting. We elected the short-term lease recognition exemption for all leases that qualify. For the leases that qualify, we do not recognize ROU assets or lease liabilities, and this includes not recognizing ROU assets or lease liabilities for existing short-term leases of those assets in transition. We also elected the practical expedient to not separate lease and non-lease components for all of our leases. Implementation of the new standard did not have a material effect on our financial statements. In January 2017, the FASB issued ASU 2017-04, Intangibles – Goodwill and Other (Topic 350): 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 elected to early adopt the standard effective for our annual impairment tests in fiscal 2020, which did not have an impact on our financial statements. In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which modifies the measurement of expected credit losses of certain financial instruments and changes the loss impairment methodology. The guidance is effective for annual reporting periods and interim periods within those annual reporting periods beginning after December 15, 2019, our fiscal 2021. Early adoption is permitted for annual reporting periods and interim periods within those annual reporting periods beginning after December 15, 2018, our fiscal 2020. The application of the guidance requires various transition methods depending on the specific amendment. We do not expect the adoption of this guidance will have a material impact on our consolidated financial statements. In August 2018, the FASB issued ASU 2018-15, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40) Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract, which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. This standard will be effective for interim and annual reporting periods beginning after December 15, 2019, our fiscal 2021. Early adoption is permitted. The application of the guidance requires various transition methods depending on the specific amendment 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 August 2018, the FASB issued ASU 2018-14, Compensation – Retirement Benefits – Defined Benefit Plans – General (Subtopic 715-20) Disclosure Framework – Changes to the Disclosure Requirements for Defined Benefit Plans, which modifies the disclosure requirements for employers that sponsor defined benefit pension or other postretirement benefit plans. The guidance removes disclosures that are no longer considered cost beneficial and adds new, as well as clarifies certain other, disclosure requirements. This standard will be effective in fiscal years after December 15, 2020, our fiscal 2021, with the option to early adopt at any time prior to the effective date, and it will require adoption on a retrospective basis. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements. No other new accounting pronouncement issued or effective during the fiscal year had or is expected to have a material impact on our Consolidated Financial Statements. Reclassification Certain reclassifications were made to the fiscal 2019 financial statements to conform to the fiscal 2020 financial statement presentation. These reclassifications had no effect on income. |
Acquisition
Acquisition | 12 Months Ended |
May 30, 2020 | |
Business Combinations [Abstract] | |
Acquisition | Acquisitions Effective on October 20, 2019, the Company acquired certain assets of Mahard Egg Farm ("Mahard"), relating to its commercial shell egg production, processing, distribution and sales for $45.5 million. The acquired assets include facilities with current capacity for approximately 3.9 million laying hens and permitted capacity for up to 8.0 million laying hens, a feed mill, pullet raising facilities and related production facilities located in Chillicothe, Texas, and Nebo, Oklahoma, a distribution warehouse located in Gordonville, Texas and an equity interest in Texas Egg Products, LLC ("TEP"). As a result of the acquisition, the Company acquired a 21.1% equity interest in TEP which brought our total ownership to 93.2%. The acquired operations of Mahard are included in the accompanying financial statements as of October 20, 2019. Acquisition related costs incurred during the period were immaterial to the financial statements. The following table summarizes the aggregate purchase price allocation for Mahard (in thousands): Inventory $ 5,276 Property, plant and equipment 38,433 Customer list and non-compete agreement 2,000 Liabilities assumed (194) Total purchase price 45,515 Effective March 28, 2020, the Company acquired from Feathercrest Farms, Inc. the remaining 6.8% interest in our majority-owned subsidiary TEP for $135 thousand. |
Investment Securities
Investment Securities | 12 Months Ended |
May 30, 2020 | |
Investments, Debt and Equity Securities [Abstract] | |
Investment Securities | Investment Securities The following presents the Company’s investment securities as of May 30, 2020 and June 1, 2019 (in thousands): May 30, 2020 Amortized Cost Unrealized Gains Unrealized Losses Estimated Fair Value Municipal bonds $ 16,093 $ 86 $ — $ 16,179 Commercial paper 6,965 17 — 6,982 Corporate bonds 125,594 1,274 — 126,868 Certificates of deposits 1,492 — — 1,492 Asset backed securities 2,629 13 — 2,642 Total current investment securities $ 152,773 $ 1,390 $ — $ 154,163 Mutual funds $ 2,005 $ 744 $ — $ 2,749 Total noncurrent investment securities $ 2,005 $ 744 $ — $ 2,749 June 1, 2019 Amortized Cost Unrealized Gains Unrealized Losses Estimated Fair Value US government and agency obligations $ 30,896 $ 78 $ — $ 30,974 Municipal bonds 50,220 133 — 50,353 Commercial paper 9,953 — 8 9,945 Corporate bonds 147,068 94 — 147,162 Certificates of deposits 6,149 — 1 6,148 Asset backed securities 5,589 10 — 5,599 Total current investment securities $ 249,875 $ 315 $ 9 $ 250,181 Mutual funds $ 2,331 $ 1,026 $ — $ 3,357 Total noncurrent investment securities $ 2,331 $ 1,026 $ — $ 3,357 Available-for-sale Proceeds from the sales and maturities of available-for-sale securities were $204.3 million, $209.7 million, and $127.6 million during fiscal 2020, 2019, and 2018, respectively. Gross realized gains on those sales and maturities during fiscal 2020, 2019, and 2018 were $278,000, $9,000, and $25,000, respectively. Gross realized losses on those sales and maturities during fiscal 2020, 2019, and 2018 were $6,000, $33,000, and $83,000, respectively. For purposes of determining gross realized gains and losses, the cost of securities sold is based on the specific identification method. 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 May 30, 2020, are as follows (in thousands): Estimated Fair Value Within one year $ 88,381 1-5 years 65,782 Total $ 154,163 Noncurrent The mutual funds are classified as “Other long-term assets” in the Company’s Consolidated Balance Sheets. Gains and losses are recognized in other income (expenses) as Other, net in the Company's Consolidated Statements of Income. |
Fair Value Measures
Fair Value Measures | 12 Months Ended |
May 30, 2020 | |
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, including: ◦ Quoted prices for similar assets or liabilities in active markets ◦ Quoted prices for identical or similar assets in non-active markets ◦ Inputs other than quoted prices that are observable for the asset or liability ◦ Inputs derived principally from or corroborated by other observable market data • 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 and lease obligations: The carrying value of the Company’s long-term debt and lease obligations is at its stated value which approximates fair value. Assets and Liabilities Measured at Fair Value on a Recurring Basis In accordance with the fair value hierarchy described above, the following table shows the fair value of our financial assets and liabilities that are required to be measured at fair value on a recurring basis as of May 30, 2020 and June 1, 2019 (in thousands): May 30, 2020 Level 1 Level 2 Level 3 Balance Assets Municipal bonds $ — $ 16,179 $ — $ 16,179 Commercial paper — 6,982 — 6,982 Corporate bonds — 126,868 — 126,868 Certificates of deposits — 1,492 — 1,492 Asset backed securities — 2,642 — 2,642 Mutual funds 2,749 — — 2,749 Total assets measured at fair value $ 2,749 $ 154,163 $ — $ 156,912 June 1, 2019 Level 1 Level 2 Level 3 Balance Assets US government and agency obligations $ — $ 30,974 $ — $ 30,974 Municipal bonds — 50,353 — 50,353 Commercial paper — 9,945 — 9,945 Corporate bonds — 147,162 — 147,162 Certificates of deposits — 6,148 — 6,148 Asset backed securities — 5,599 — 5,599 Mutual funds 3,357 — — 3,357 Total assets measured at fair value $ 3,357 $ 250,181 $ — $ 253,538 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. |
Inventories
Inventories | 12 Months Ended |
May 30, 2020 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories consisted of the following (in thousands): May 30, 2020 June 1, 2019 Flocks, net of amortization $ 110,198 $ 105,536 Eggs and egg products 18,487 14,318 Feed and supplies 58,531 52,383 $ 187,216 $ 172,237 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 May 30, 2020, consisted of approximately 10.7 million pullets and breeders and 40.1 million layers. The Company expensed amortization and mortality associated with the flocks to cost of sales as follows (in thousands): May 30, 2020 June 1, 2019 June 2, 2018 Amortization 133,379 119,658 117,774 Mortality 5,823 5,161 4,438 Total flock costs charged to cost of sales 139,202 124,819 122,212 |
Property, Plant And Equipment
Property, Plant And Equipment | 12 Months Ended |
May 30, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment consisted of the following (in thousands): May 30, 2020 June 1, 2019 Land and improvements $ 91,865 $ 93,046 Buildings and improvements 393,195 370,451 Machinery and equipment 531,545 494,937 Construction-in-progress 126,061 52,551 1,142,666 1,010,985 Less: accumulated depreciation 585,291 555,638 $ 557,375 $ 455,347 Depreciation expense was $54.5 million, $51.7 million and $51.1 million in fiscal years 2020, 2019 and 2018, 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 “(Gain) loss on disposal of fixed assets.” 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 2020, 2019, and 2018 did not have a material effect on the Company's consolidated financial statements. Included in cost of sales for fiscal 2020 is a non-cash impairment loss on fixed assets of $2.9 million related to decommissioning some older, less efficient production facilities as the Company continues to invest in new facilities to meet the increasing demand for specialty eggs and reduce production costs. |
Investment in Unconsolidated En
Investment in Unconsolidated Entities | 12 Months Ended |
May 30, 2020 | |
Investments in and Advances to Affiliates, Schedule of Investments [Abstract] | |
Investment in Unconsolidated Entities | Investment in Unconsolidated Entities The Company has several investments in unconsolidated entities that are accounted for using the equity method of accounting. Red River Valley Egg Farm, LLC ("Red River") operates a cage-free shell egg production complex near Bogota, Texas. Specialty Eggs, LLC ("Specialty Eggs") owns the Egg-Land's Best franchise for most of Georgia and South Carolina, as well as a portion of western North Carolina and eastern Alabama. Southwest Specialty Eggs, LLC ("Southwest Specialty Eggs") owns the Egg-Land's Best franchise for Arizona, southern California and Clark County, Nevada (including Las Vegas). As of May 30, 2020, the Company owns 50% in Red River, Specialty Eggs, and Southwest Specialty Eggs. Equity method investments are included in “Investments in unconsolidated entities” in the accompanying Consolidated Balance Sheets and totaled $54.7 million and $60.7 million at May 30, 2020 and June 1, 2019, respectively. Equity in income of unconsolidated entities of $534 thousand, $4.8 million, and $3.5 million from these entities has been included in the Consolidated Statements of Income for fiscal 2020, 2019, and 2018, respectively. The condensed consolidated financial information for the Company's unconsolidated joint ventures was as follows (in thousands): For the fiscal year ended May 30, 2020 June 1, 2019 June 2, 2018 Net sales $ 188,922 $ 112,396 $ 107,705 Net income 1,064 9,490 7,071 Total assets 113,513 128,470 134,056 Total liabilities 4,655 7,600 5,859 Total equity 108,858 120,870 128,197 The Company is a member of Eggland’s Best, Inc. (“EB”), which is a cooperative. At May 30, 2020 and June 1, 2019, “Investments in unconsolidated entities” as shown on the Company’s Consolidated Balance Sheet includes the cost of the Company’s investment in EB plus any qualified written allocations. The Company cannot exert significant influence over EB’s operating and financial activities; therefore, the Company accounts for this investment using the cost method. The carrying value of this investment at May 30, 2020 and June 1, 2019 was $2.0 million and $2.6 million, respectively. The following relates to the Company’s transactions with these unconsolidated affiliates (in thousands): For the fiscal year ended May 30, 2020 June 1, 2019 June 2, 2018 Sales to unconsolidated entities $ 54,559 $ 58,093 $ 59,295 Purchases from unconsolidated entities 71,475 81,685 81,043 Dividends from unconsolidated entities 7,106 8,300 4,664 May 30, 2020 June 1, 2019 Accounts receivable from unconsolidated entities 4,935 $ 4,307 Accounts payable to unconsolidated entities 5,706 3,324 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
May 30, 2020 | |
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 Water Total other Goodwill rights relationships agreements rights Trademark intangibles Balance June 2, 2018 $ 35,525 $ 21,583 $ 3,582 $ 86 $ 720 $ 336 $ 26,307 Additions — — — 250 — — 250 Amortization — (1,628) (1,078) (39) — (50) (2,795) Balance June 1, 2019 35,525 19,955 2,504 297 720 286 23,762 Additions — — 1,000 1,000 — — 2,000 Amortization — (1,628) (1,150) (118) — (50) (2,946) Balance May 30, 2020 $ 35,525 $ 18,327 $ 2,354 $ 1,179 $ 720 $ 236 $ 22,816 For the Other Intangibles listed above, the gross carrying amounts and accumulated amortization are as follows (in thousands): May 30, 2020 June 1, 2019 Gross carrying Accumulated Gross carrying Accumulated amount amortization amount amortization Other intangible assets: Franchise rights $ 29,284 $ (10,957) $ 29,284 $ (9,329) Customer relationships 20,544 (18,190) 19,544 (17,040) Non-compete agreements 1,450 (271) 450 (153) Right of use intangible 191 (191) 191 (191) Water rights * 720 — 720 — Trademark 400 (164) 400 (114) Total $ 52,589 $ (29,773) $ 50,589 $ (26,827) * 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 2020, 2019, and 2018 totaled $2.9 million, $2.8 million, and $2.8 million, respectively. The following table presents the total estimated amortization of intangible assets for the five succeeding years (in thousands): For fiscal period Estimated amortization expense 2021 $ 2,503 2022 2,199 2023 2,199 2024 2,170 2025 2,041 Thereafter 10,984 Total $ 22,096 |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
May 30, 2020 | |
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 $17.8 million, $18.1 million, and $16.1 million in fiscal years 2020, 2019, and 2018, respectively. The liability recorded for incurred but not reported claims was $1.7 million and $1.1 million as of May 30, 2020 and June 1, 2019, respectively. 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 $3.8 million, $3.7 million, and $3.3 million in fiscal years 2020, 2019, and 2018, respectively. The Company did not make direct contributions of the Company’s common stock in fiscal years 2020, 2019, or 2018. 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 sells 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 $150,000, $129,000, and $110,000 in fiscal years 2020, 2019, and 2018, respectively. The liability recorded related to these agreements was $1.4 million and $1.5 million at May 30, 2020 and June 1, 2019, respectively. 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 $266,000, $267,000, and $298,000 in fiscal 2020, 2019, and 2018, respectively. Payments made under the plan were $1.2 million and $84,000 in fiscal 2020 and 2019, respectively. The liability recorded related to this plan was $2.7 million and $3.4 million at May 30, 2020 and June 1, 2019, respectively. Deferred compensation expense for both plans totaled $621,000, $377,000 and $693,000 in fiscal 2020, 2019, and 2018, 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 $3.4 million at May 30, 2020 and $2.9 million June 1, 2019. The remaining disclosures associated with ASC 715 are immaterial to the Company’s financial statements. |
Credit Facilities and Long-Term
Credit Facilities and Long-Term Debt | 12 Months Ended |
May 30, 2020 | |
Debt Disclosure [Abstract] | |
Credit Facilities and Long-Term Debt | Credit Facilities and Long-Term Debt As of June 1, 2019, the Company had a $1.5 million outstanding note payable. During the second quarter of fiscal 2020, the Company retired all outstanding long-term debt, and as of May 30, 2020, had no outstanding long-term debt. For the fiscal years ending 2020, 2019 and 2018, interest, net of amount capitalized, was $498 thousand, $644 thousand, and $265 thousand, respectively. No interest was capitalized during fiscal 2020 and 2019. $217 thousand of interest was capitalized for construction of certain facilities during fiscal 2018. On July 10, 2018, we entered into a $100.0 million Senior Secured Revolving Credit Facility (the “Revolving Credit Facility”) with a five 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 0.5% 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 1.00% per annum, subject to certain interest rate floors. The “Applicable Margin” means 0% 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 0.2% 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, and 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 $150.0 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 for the Revolving Credit Facility 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. |
Accrued Dividends Payable And D
Accrued Dividends Payable And Dividends per Common Share | 12 Months Ended |
May 30, 2020 | |
Earnings Per Share Reconciliation [Abstract] | |
Accrued Dividends Payable And Dividends Per Common Share | Accrued Dividends Payable and Dividends per Common Share We accrue dividends at the end of each quarter according to the Company’s dividend policy adopted by its Board of Directors. The Company pays a dividend to shareholders of its Common Stock and Class A Common Stock on a quarterly basis for each quarter for which the Company reports net income attributable to Cal-Maine Foods, Inc. computed in accordance with GAAP in an amount equal to one-third (1/3) of such quarterly income. Dividends are paid to shareholders of record as of the 60th day following the last day of such quarter, except for the fourth fiscal quarter. For the fourth quarter, the Company pays dividends to shareholders of record on the 65th day after the quarter end. Dividends are payable on the 15th day following the record date. Following a quarter for which the Company does not report net income attributable to Cal-Maine Foods, Inc., the Company will not pay a dividend for a subsequent profitable quarter until the Company is profitable on a cumulative basis computed from the date of the last quarter for which a dividend was paid. At the end of the fourth quarter of fiscal 2020, the amount of cumulative losses to be recovered before payment of a dividend was $1.4 million. On our consolidated statement of income, we determine dividends per common share in accordance with the computation in the following table (in thousands, except per share data): 13 Weeks Ended 52 Weeks Ended May 30, 2020 June 1, 2019 May 30, 2020 June 1, 2019 Net income (loss) attributable to Cal-Maine Foods, Inc. $ 60,463 $ (19,761) $ 18,391 $ 54,229 Cumulative losses to be recovered prior to payment of divided at beginning of period (61,833) — (19,761) — Net income (loss) attributable to Cal-Maine Foods, Inc. available for dividend $ — $ — $ — $ 54,229 1/3 of net income attributable to Cal-Maine Foods, Inc. available for dividend $ — Common stock outstanding (shares) 43,974 Class A common stock outstanding (shares) 4,800 Total common stock outstanding (shares) 48,774 Dividends per common share* $ — $ — $ — $ 0.506 |
Equity
Equity | 12 Months Ended |
May 30, 2020 | |
Stockholders' Equity Note [Abstract] | |
Equity | Equity 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. Holders of capital stock have the right of cumulative voting in the election of directors. The Common Stock and Class A Common Stock have equal liquidation rights and the same dividend rights. In the case of any dividend payable in stock, 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. The Company’s Second Restated Certificate of Incorporation (“Restated Charter”) identifies family members of Mr. Adams (“Immediate Family Members”) and arrangements and entities that are 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. Each Permitted Transferee must have a relationship, specifically defined in the Restated Charter, with another Permitted Transferee or an Immediate Family Member. A share of Class A Common Stock transferred to a person other than a Permitted Transferee would automatically convert into Common Stock with one vote per share. Additionally, the Restated Charter includes a sunset provision pursuant to which all of the outstanding Class A Common Stock will automatically convert to Common Stock if: (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. |
Net Income per Common Share
Net Income per Common Share | 12 Months Ended |
May 30, 2020 | |
Earnings Per Share [Abstract] | |
Net Income per Common Share | Net Income per Common ShareBasic net income per share attributable to Cal-Maine is based on the weighted average Common Stock and Class A Common Stock outstanding. Diluted net income per share attributable to Cal-Maine is based on weighted-average common shares outstanding during the relevant period adjusted for the dilutive effect of share-based awards. The following table provides a reconciliation of the numerators and denominators used to determine basic and diluted net income per common share attributable to Cal-Maine (amounts in thousands, except per share data): May 30, 2020 June 1, 2019 June 2, 2018 Numerator Net income $ 18,328 $ 55,062 $ 126,196 Less: Net income (loss) attributable to noncontrolling interest (63) 833 264 Net income attributable to Cal-Maine Foods, Inc. $ 18,391 $ 54,229 $ 125,932 Denominator Weighted-average common shares outstanding, basic 48,467 48,467 48,353 Effect of dilutive securities of restricted shares 117 122 115 Weighted-average common shares outstanding, diluted 48,584 48,589 48,468 Net income (loss) per common share attributable to Cal-Maine Foods, Inc. Basic $ 0.38 $ 1.12 $ 2.60 Diluted $ 0.38 $ 1.12 $ 2.60 |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
May 30, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition Satisfaction of Performance Obligation The vast majority of the Company’s revenue is derived from agreements with customers based on the customer placing an order for products. Pricing for the most part is determined when the Company and the customer agree upon the specific order, which establishes the contract for that order. Revenues are recognized in an amount that reflects the net consideration we expect to receive in exchange for the goods. Our shell eggs are sold at prices related to independently quoted wholesale market prices or formulas related to our costs of production. The Company’s sales predominantly contain a single performance obligation. We recognize revenue upon satisfaction of the performance obligation with the customer which typically occurs within days of the Company and the customer agreeing upon the order. Costs to deliver product to customers are included in selling, general and administrative expenses in the accompanying Consolidated Statements of Income and totaled $52.2 million, $53.6 million, and $53.2 million in fiscal years 2020, 2019, and 2018, respectively. Returns and Refunds Some of our contracts include a guaranteed sale clause, pursuant to which we credit the customer’s account for product that the customer is unable to sell before expiration. The Company records an estimate of returns and refunds by using historical return data and comparing to current period sales and accounts receivable. The allowance is recorded as a reduction in sales with a corresponding reduction in trade accounts receivable. 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.’’ Disaggregation of Revenue The following table provides revenue disaggregated by product category (in thousands): 13 Weeks Ended 52 Weeks Ended May 30, 2020 June 1, 2019 May 30, 2020 June 1, 2019 Conventional shell egg sales $ 311,380 $ 150,860 $ 830,278 $ 810,306 Specialty shell egg sales 133,347 119,892 485,465 504,169 Egg products 7,204 8,852 31,414 41,508 Other 1,402 968 4,452 5,205 $ 453,333 $ 280,572 $ 1,351,609 $ 1,361,188 Contract Costs The Company can incur costs to obtain or fulfill a contract with a customer. The amortization period of these costs is less than one year; therefore, they are expensed as incurred. Contract Balances The Company receives payment from customers based on specified terms that are generally less than 30 days from delivery. There are rarely contract assets or liabilities related to performance under the contract. Concentration of Credit Risks |
Leases
Leases | 12 Months Ended |
May 30, 2020 | |
Leases [Abstract] | |
Leases | Leases Expenses related to operating leases, amortization of finance lease ROU assets and finance lease interest are included in Cost of sales, Selling general and administrative expense, and Interest income, net in the Consolidated Statements of Income. The Company’s lease cost consists of the following (in thousands): 13 Weeks Ended May 30, 2020 52 Weeks Ended May 30, 2020 Operating Lease cost $ 236 $ 871 Finance Lease cost Amortization of right-of-use asset $ 38 $ 115 Interest on lease obligations $ 10 $ 43 Short term lease cost $ 959 $ 3,608 Future minimum lease payments under non-cancelable leases are as follows (in thousands): As of May 30, 2020 Operating Leases Finance Leases 2021 $ 930 $ 239 2022 806 239 2023 539 239 2024 380 218 2025 130 — Thereafter 32 — Total 2,817 935 Less imputed interest (286) (78) Total $ 2,531 $ 857 The weighted-average remaining lease term and discount rate for lease liabilities included in our Condensed Consolidated Balance Sheet are as follows: As of May 30, 2020 Operating Leases Finance Leases Weighted-average remaining lease term (years) 3.5 3.5 Weighted-average discount rate 5.9 % 4.9 % |
Leases | Leases Expenses related to operating leases, amortization of finance lease ROU assets and finance lease interest are included in Cost of sales, Selling general and administrative expense, and Interest income, net in the Consolidated Statements of Income. The Company’s lease cost consists of the following (in thousands): 13 Weeks Ended May 30, 2020 52 Weeks Ended May 30, 2020 Operating Lease cost $ 236 $ 871 Finance Lease cost Amortization of right-of-use asset $ 38 $ 115 Interest on lease obligations $ 10 $ 43 Short term lease cost $ 959 $ 3,608 Future minimum lease payments under non-cancelable leases are as follows (in thousands): As of May 30, 2020 Operating Leases Finance Leases 2021 $ 930 $ 239 2022 806 239 2023 539 239 2024 380 218 2025 130 — Thereafter 32 — Total 2,817 935 Less imputed interest (286) (78) Total $ 2,531 $ 857 The weighted-average remaining lease term and discount rate for lease liabilities included in our Condensed Consolidated Balance Sheet are as follows: As of May 30, 2020 Operating Leases Finance Leases Weighted-average remaining lease term (years) 3.5 3.5 Weighted-average discount rate 5.9 % 4.9 % |
Stock Compensation Plans
Stock Compensation Plans | 12 Months Ended |
May 30, 2020 | |
Share-based Payment Arrangement [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). The only outstanding awards under the 2012 Plan are restricted stock awards. The restricted stock vests three years from the grant date, or upon death or disability, change in control, or retirement (subject to certain requirements). The restricted stock contains 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 $6.3 million at May 30, 2020 and $6.0 million June 1, 2019. The unrecognized compensation expense will be amortized to stock compensation expense over a period of 2.08 years. The Company recognized stock compensation expense of $3.6 million, $3.6 million, and $3.5 million for equity awards in fiscal 2020, 2019, and 2018, respectively. A summary of our equity award activity and related information for our restricted stock is as follows: Number of Shares Weighted Average Grant Date Fair Value Outstanding, June 2, 2018 241,290 $ 42.30 Granted 94,189 42.68 Vested (79,918) 48.84 Forfeited (7,149) 44.00 Outstanding, June 1, 2019 248,412 $ 43.20 Granted 104,566 38.25 Vested (77,801) 43.00 Forfeited (2,131) 43.20 Outstanding, May 30, 2020 273,046 $ 41.36 |
Income Taxes
Income Taxes | 12 Months Ended |
May 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Income tax expense (benefit) consisted of the following: Fiscal year ended May 30, 2020 June 1, 2019 June 2, 2018 Current: Federal $ (6,750) $ 8,160 $ 18,560 State (1,800) 1,460 6,390 (8,550) 9,620 24,950 Deferred: Federal 8,872 4,843 11,038 Enacted rate change — — (42,973) State 1,409 1,280 (1,874) 10,281 6,123 (33,809) $ 1,731 $ 15,743 $ (8,859) Significant components of the Company’s deferred tax liabilities and assets were as follows: May 30, 2020 June 1, 2019 Deferred tax liabilities: Property, plant and equipment $ 60,645 $ 49,275 Inventories 28,075 27,750 Investment in affiliates 8,099 7,609 Other comprehensive income 214 324 Other 5,002 2,596 Total deferred tax liabilities 102,035 87,554 Deferred tax assets: Accrued expenses 3,376 2,170 State operating loss carryforwards 792 133 Other 5,099 2,654 Total deferred tax assets 9,267 4,957 Net deferred tax liabilities $ 92,768 $ 82,597 The differences between income tax expense (benefit) at the Company’s effective income tax rate and income tax expense at the statutory federal income tax rate were as follows: Fiscal year end May 30, 2020 June 1, 2019 June 2, 2018 Statutory federal income tax $ 4,226 $ 14,694 $ 34,105 State income taxes, net (309) 2,164 3,200 Domestic manufacturers deduction — — (2,545) Enacted rate change — — (42,973) Tax exempt interest income (111) (197) (101) Benefit of net operating loss carryback provision (2,357) — — Other, net 282 (918) (545) $ 1,731 $ 15,743 $ (8,859) On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act ("the CARES Act") was enacted. The CARES Act contains several income tax provisions, as well as other measures, that are intended to assist businesses impacted by the economic effects of the COVID-19 pandemic. The most significant provision of the CARES Act that will materially affect our accounting for income taxes includes a five-year carryback allowance for taxable net operating losses generated in tax years 2018 through 2020, our fiscal years 2019 through 2021. Previously, the Tax Cut and Jobs Act, enacted on December 22, 2017, disallowed the carrying back of taxable net operating losses to offset prior years’ taxable income. Our financial statements for the fiscal year ended May 30, 2020 were materially affected by the changes enacted by the CARES Act. U.S. GAAP requires that the effects from changes in tax laws be recognized in the period in which the new legislation is enacted, which for the CARES Act is the Company’s fourth quarter of fiscal 2020. As a result of the applicable accounting guidance and the provisions enacted by the CARES Act, our income tax provision for the fourth quarter of fiscal 2020 reflects the carryback of taxable net operating losses generated during periods in which the statutory federal income tax rate was 21% to periods in which the statutory federal income tax rate was 35%. Due to the difference in statutory rates, we recorded a $3.0 million discrete income tax benefit related to the carryback provisions during the thirteen weeks ended May 30, 2020. Because the net operating losses were carried back to years in which we initially reduced our taxable income using the Domestic Production Activities Deduction, we recorded a partially offsetting $684 thousand discrete income tax expense during the thirteen weeks ended May 30, 2020 to account for the reduced taxable income. The Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The Company measures the tax benefits recognized based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution. We are under audit by the Internal Revenue Service (IRS) for the fiscal years 2013 through 2015. Although we are subject to income tax in many jurisdictions within the U.S., we are currently not under audit by any state and local tax authorities. As of May 30, 2020, the IRS has proposed adjustments related to the Company’s research and development credits claimed during the years under audit. Management is currently evaluating those proposed adjustments and does not anticipate the adjustments would result in a material change to its consolidated financial statements. However, the Company believes it is reasonably possible that a decrease of up to $453 thousand in previously recognized tax benefits related to research and development credits may be necessary within the coming year. 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. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
May 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | Commitments and Contingencies Financial Instruments The Company maintained standby letters of credit ("LOC") totaling $4.3 million at May 30, 2020, which were issued under the Company's Revolving Credit Facility. 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. State of Texas v. Cal-Maine Foods, Inc. d/b/a Wharton; and Wharton County Foods, LLC On April 23, 2020, the Company and Wharton County Foods, LLC (“WCF”) were named as defendants in State of Texas v. Cal-Maine Foods, Inc. d/b/a Wharton; and Wharton County Foods, LLC, Cause No. 2020-25427, in the District Court of Harris County, Texas. The State of Texas (“the State”) has asserted claims based on the Company’s and WCF’s alleged violation of the Texas Deceptive Trade Practices—Consumer Protection Act, Tex. Bus. & Com. Code §§ 17.41-17.63 (“DTPA”). The State claims that the Company and WCF offered shell eggs at excessive or exorbitant prices during the COVID-19 state of emergency and made misleading statements about shell egg prices. The State seeks temporary and permanent injunctions against the Company and WCF to prevent further alleged violations of the DTPA, along with over $100,000 in damages. The Company and WCF have filed initial responsive pleadings and will soon file a motion to dismiss. Management believes the risk of material loss related to this matter to be remote. Bell et al. v. Cal-Maine Foods et al. On April 30, 2020, the Company was named as one of several defendants in Bell et al. v. Cal-Maine Foods et al., Case No. 1:20-cv-461, in the Western District of Texas, Austin Division. The defendants include numerous grocery stores, retailers, producers, and farms. Plaintiffs assert that defendants violated the DTPA by allegedly demanding exorbitant or excessive prices for eggs during the state of emergency. Plaintiffs request certification of a class of all consumers who purchased eggs in Texas sold, distributed, produced, or handled by any of the defendants during the COVID-19 state of emergency. Plaintiffs seek to enjoin the Company and other defendants from selling eggs at a price more than 10% greater than the price of eggs prior to the declaration of emergency and damages in the amount of $10,000 per violation, or $250,000 for each violation impacting anyone over 65 years old. This case is in the early stages, and no responsive pleading has been filed at this point. Management believes the risk of material loss related to this matter to be remote. Fraser et al. v. Cal-Maine Foods, Inc. et al. On April 20, 2020, the Company was named as one of several defendants in Fraser et al. v. Cal-Maine Foods, Inc. et al., Case No. 3:20-cv-2733, in the Northern District of California. The defendants include numerous grocery stores, retailers, producers, and farms. Plaintiffs allege that defendants violated the California Unfair Competition Law, Cal. Bus. & Prof. Code § 17200 et seq. (“UCL”), by unjustifiably raising the price of eggs by more than 10% during the declared state of emergency. Plaintiffs request class certification of all consumers who purchased eggs in California sold, distributed, produced, or handled by any of the defendants during the COVID-19 state of emergency. Plaintiffs seek to enjoin the Company and other defendants from selling eggs at a price more than 10% greater than the price of eggs prior to the declaration of emergency along with over $5,000,000 in damages. This case is in the early stages, and no responsive pleading has been filed at this point. Management believes the risk of material loss related to this matter to be remote. Kraft Foods Global, Inc. et al. v. United Egg Producers, Inc. et al. As previously reported, 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 Company settled all of these cases, except for the claims of certain plaintiffs who sought substantial damages allegedly arising from the purchase of egg products (as opposed to shell eggs). These remaining plaintiffs are Kraft Food Global, Inc., General Mills, Inc., and Nestle USA, Inc. (the “Egg Products Plaintiffs”) and The Kellogg Company. On September 13, 2019, the case with the Egg Products Plaintiffs was remanded from a multi-district litigation proceeding in the United States District Court for the Eastern District of Pennsylvania, In re Processed Egg Products Antitrust Litigation, MDL No. 2002, to the United States District Court for the Northern District of Illinois, Kraft Foods Global, Inc. et al. v. United Egg Producers, Inc. et al., Case No. 1:11-cv-8808, for trial. The Egg Products Plaintiffs allege that the Company and other defendants violated Section 1 of the Sherman Act, 15. U.S.C. § 1, by agreeing to limit the production of eggs and thereby illegally to raise the prices that plaintiffs paid for processed egg products. In particular, the Egg Products Plaintiffs are attacking certain features of the United Egg Producers animal-welfare guidelines and program used by the Company and many other egg producers. The Egg Products Plaintiffs seek to enjoin the Company and other defendants from engaging in antitrust violations and seek treble money damages. No schedule has yet been entered by the court, but it appears likely that the case will be tried during 2021. In addition, on October 24, 2019, the Company entered into a confidential settlement agreement with The Kellogg Company dismissing all claims against the Company for an amount that does not have a material impact on the Company’s financial condition or results of operations. On November 11, 2019, a stipulation for dismissal was filed with the court, but the court has not yet entered a judgment on the filing. The Company intends to continue to defend the remaining case with the Egg Products Plaintiffs as vigorously as possible based on defenses which the Company believes are meritorious and provable. Adjustments, if any, which might result from the resolution of this remaining matter with the Egg Products Plaintiffs have not been reflected in the financial statements. While management believes that there is still a reasonable possibility of a material adverse outcome from the case with the Egg Products Plaintiffs, at the present time, it is not possible to estimate the amount of monetary exposure, if any, to the Company due to a range of factors, including the following among others: the matter is in the early stages of preparing for trial following remand; any trial will be before a different judge and jury in a different court than prior related cases; there are significant factual issues to be resolved; and there are requests for damages other than compensatory damages ( i.e. , injunction and treble money damages). State of Oklahoma Watershed Pollution Litigation On June 18, 2005, the State of Oklahoma filed suit, in the United States District Court for the Northern District of Oklahoma, against Cal-Maine Foods, Inc. and Tyson Foods, Inc. and affiliates, Cobb-Vantress, Inc., Cargill, Inc. and its affiliate, George’s, Inc. and its affiliate, Peterson Farms, Inc. and Simmons Foods, Inc. The State of Oklahoma claims that through the disposal of chicken litter the defendants have polluted the Illinois River Watershed. This watershed provides water to eastern Oklahoma. The complaint seeks injunctive relief and monetary damages, but the claim for monetary damages has been dismissed by the court. Cal-Maine Foods, Inc. discontinued operations in the watershed. Accordingly, we do not anticipate that Cal-Maine Foods, Inc. will be materially affected by the request for injunctive relief unless the court orders substantial affirmative remediation. Since the litigation began, Cal-Maine Foods, Inc. purchased 100% of the membership interests of Benton County Foods, LLC, which is an ongoing commercial shell egg operation within the Illinois River Watershed. Benton County Foods, LLC is not a defendant in the litigation. The trial in the case began in September 2009 and concluded in February 2010. The case was tried 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. |
Related Party Transaction (Note
Related Party Transaction (Notes) | 12 Months Ended |
May 30, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transaction | Related Party TransactionAt a special meeting on July 20, 2018, the Company’s stockholders approved amendments to the Company’s certificate of incorporation in order to facilitate estate planning for the Company's founder and Chairman Emeritus, Mr. Fred R. Adams, Jr. The Company incurred legal and other fees in conjunction with these amendments. In connection with the negotiations relating to these amendments, Mr. Adams, through a conservatorship of which Mrs. Jean Reed Adams (the spouse of Mr. Adams) and Mr. Adolphus B. Baker (our Chief Executive Officer and Chairman of the Board) at the time were co-conservators, reimbursed the Company $750,000 of these fees in fiscal 2019. |
Quarterly Financial Data
Quarterly Financial Data | 12 Months Ended |
May 30, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Data | Quarterly Financial Data: (unaudited, amount in thousands, except per share data): Fiscal Year 2020 First Quarter Second Quarter Third Quarter Fourth Quarter Net sales $ 241,166 $ 311,522 $ 345,588 $ 453,333 Gross profit (loss) (21,125) 29,375 49,828 121,510 Operating income (loss) (63,470) (16,565) 5,212 76,092 Net income (loss) (45,721) (10,186) 13,771 60,464 Net income (loss) attributable to Cal-Maine Foods, Inc. (45,760) (10,061) 13,749 60,463 Net income (loss) per share attributable to Cal-Maine Foods, Inc.: Basic $ (0.94) $ (0.21) $ 0.28 $ 1.25 Diluted $ (0.94) $ (0.21) $ 0.28 $ 1.24 Fiscal Year 2019 First Quarter Second Quarter Third Quarter Fourth Quarter Net sales $ 340,583 $ 356,040 $ 383,993 $ 280,572 Gross profit 57,128 70,535 82,441 12,755 Operating income (loss) 12,677 25,334 38,190 (30,420) Net income (loss) 12,743 22,006 39,865 (19,552) Net income (loss) attributable to Cal-Maine Foods, Inc. 12,406 21,807 39,777 (19,761) Net income (loss) per share attributable to Cal-Maine Foods, Inc.: Basic $ 0.26 $ 0.45 $ 0.82 $ (0.41) Diluted $ 0.26 $ 0.45 $ 0.82 $ (0.41) |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts | 12 Months Ended |
May 30, 2020 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
Schedule II - Valuation and Qualifying Accounts Disclosure | SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS Years ended May 30, 2020 , June 1, 2019 , and June 2, 2018 ( in thousands ) Description Balance at Beginning of Period Charged to Cost and Expense Write-off of Accounts Balance at End of Period Year ended May 30, 2020 Allowance for doubtful accounts $ 206 $ 550 $ 13 $ 743 Year ended June 1, 2019 Allowance for doubtful accounts $ 268 $ 42 $ 104 $ 206 Year ended June 2, 2018 Allowance for doubtful accounts $ 386 $ 10 $ 128 $ 268 |
Significant Accounting Polici_2
Significant Accounting Policies (Policy) | 12 Months Ended |
May 30, 2020 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of all wholly-owned subsidiaries, as well as majority-owned subsidiaries over which we exercise control. 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 closest to May 31. Each of the year-to-date periods ended May 30, 2020, June 1, 2019, and June 2, 2018 included 52 weeks. |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with generally accepted accounting principles ("GAAP") in the United States of America 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. The severity, magnitude and duration, as well as the economic consequences of the COVID-19 pandemic, are uncertain, rapidly changing and difficult to predict. Therefore, our accounting estimates and assumptions may change over time in response to COVID-19 and may change materially in future periods. |
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. The Company routinely maintains 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. |
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 debt 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. We classified these securities as current, because the amounts invested are available for current operations. Available-for-sale securities are carried at fair value, with unrealized gains and losses reported as a separate component of stockholders' equity. The cost basis for realized gains and losses on available-for-sale securities is determined on the specific identification method. Investments in mutual funds are classified as “Other long-term assets” in the Company’s Consolidated Balance Sheets. Gains and losses are recognized in other income (expenses) as Other, net in the Company's Consolidated Statements of Income. |
Trade Receivables | Trade Receivables We record trade receivables at net realizable value, which includes an allowance for doubtful accounts to reflect any loss anticipated on the trade receivable balances and charged to the provision for doubtful accounts. At May 30, 2020 and June 1, 2019, the recorded allowance for doubtful accounts were $744 thousand and $206 thousand, respectively. 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 chicks, 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. |
Leases | Leases The Company determines if an arrangement is a lease at inception of the arrangement and classifies it as an operating lease or finance lease. We recognize the right to use an underlying asset for the lease term as a right-of-use ("ROU") asset on our balance sheet. A lease liability is recorded to represent our obligation to make lease payments over the term of the lease. These assets and liabilities are included in our Consolidated Balance Sheet in Finance lease right-of-use asset, Operating lease right-of-use asset, Current portion of finance lease obligation, Current portion of operating lease obligation, Long-term finance lease obligation, and Long-term operating lease obligation. The Company records ROU assets and lease obligations based on the discounted future minimum lease payments over the term of the lease. When the rate implicit in the lease is not easily determinable, the Company’s incremental borrowing rate is used to calculate the present value of the future lease payments. The Company elected not to recognize ROU assets and lease obligations for leases with an initial term of 12 months or less. Lease expense for operating leases is recognized on a straight-line basis over the lease term. Nature of Leases The company leases certain office spaces, trucks, processing machines, and equipment to support our operations under cancelable and non-cancelable contracts. Corporate and Field Offices We lease office space for administrative employees at some of our farms. These contracts are typically structured with initial non-cancelable terms of three Trucks We assumed several non-cancelable operating leases for trucks from a prior acquisition. The initial terms on these leases ranged from five Processing machines and other equipment We lease a processing machine through a finance lease arrangement assumed in an acquisition. The lease contains a purchase option at the end of the term that we intend to exercise. The company leases various pieces of equipment such as forklifts, pallet jacks, and other items in support of operations. These leases are cancelable and non-cancelable with remaining terms ranging from one month to five years. |
Investments in Unconsolidated Entities | Investments in Unconsolidated Entities 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. |
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. |
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. |
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. |
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 Revenue recognition is completed upon satisfaction of the performance obligation to the customer, which typically occurs within days of the Company and customer agreeing upon the order. See Note 1 4 , Revenue Recognition , for further discussion of the policy. The Company believes the performance obligation is met upon delivery and acceptance of the product by our customers. Costs to deliver product to customers are included in selling, general and administrative expenses in the accompanying Consolidated Statements of Income. 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. |
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 income 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 1 6 - Stock Compensation Plans for more information. |
Business Combinations | Business CombinationsThe 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. |
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. |
New Accounting Pronouncements and Policies | New Accounting Pronouncements and Policies 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 new standard establishes a ROU model that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the statement of income. The effective date for the new standard, for the Company, was June 2, 2019 and the Company adopted the new standard on that date. The Company elected a modified retrospective transition approach, applying the new standard to all leases existing at the date of initial application. An entity may choose to use either its effective date or the beginning of the earliest comparative period presented in the financial statements as its date of initial application. We used June 2, 2019 as the date of initial application. If an entity chooses the second option, the transition requirements for existing leases apply to leases entered into between the date of initial application and the effective date. The entity must recast its comparative period financial statements and provide the disclosures required by the new standard for the comparative periods. Because the Company chose the first option, the Company has not recast its comparative period financial statements. In connection with adopting the new standard, the Company reclassified its presentation of finance lease obligations and property in the financial statements for all periods presented. The new standard provides a number of optional practical expedients in transition. The Company elected practical expedients which permit us not to reassess under the new standard our prior conclusions about lease identification, lease classification and initial direct costs. The new standard provides practical expedients for an entity’s initial and ongoing accounting. We elected the short-term lease recognition exemption for all leases that qualify. For the leases that qualify, we do not recognize ROU assets or lease liabilities, and this includes not recognizing ROU assets or lease liabilities for existing short-term leases of those assets in transition. We also elected the practical expedient to not separate lease and non-lease components for all of our leases. Implementation of the new standard did not have a material effect on our financial statements. In January 2017, the FASB issued ASU 2017-04, Intangibles – Goodwill and Other (Topic 350): 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 elected to early adopt the standard effective for our annual impairment tests in fiscal 2020, which did not have an impact on our financial statements. In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which modifies the measurement of expected credit losses of certain financial instruments and changes the loss impairment methodology. The guidance is effective for annual reporting periods and interim periods within those annual reporting periods beginning after December 15, 2019, our fiscal 2021. Early adoption is permitted for annual reporting periods and interim periods within those annual reporting periods beginning after December 15, 2018, our fiscal 2020. The application of the guidance requires various transition methods depending on the specific amendment. We do not expect the adoption of this guidance will have a material impact on our consolidated financial statements. In August 2018, the FASB issued ASU 2018-15, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40) Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract, which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. This standard will be effective for interim and annual reporting periods beginning after December 15, 2019, our fiscal 2021. Early adoption is permitted. The application of the guidance requires various transition methods depending on the specific amendment 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 August 2018, the FASB issued ASU 2018-14, Compensation – Retirement Benefits – Defined Benefit Plans – General (Subtopic 715-20) Disclosure Framework – Changes to the Disclosure Requirements for Defined Benefit Plans, which modifies the disclosure requirements for employers that sponsor defined benefit pension or other postretirement benefit plans. The guidance removes disclosures that are no longer considered cost beneficial and adds new, as well as clarifies certain other, disclosure requirements. This standard will be effective in fiscal years after December 15, 2020, our fiscal 2021, with the option to early adopt at any time prior to the effective date, and it will require adoption on a retrospective basis. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements. |
Reclassification | Reclassification Certain reclassifications were made to the fiscal 2019 financial statements to conform to the fiscal 2020 financial statement presentation. These reclassifications had no effect on income. |
Accrued Dividends Payable and Dividends per Common Share | Accrued Dividends Payable and Dividends per Common ShareWe accrue dividends at the end of each quarter according to the Company’s dividend policy adopted by its Board of Directors. The Company pays a dividend to shareholders of its Common Stock and Class A Common Stock on a quarterly basis for each quarter for which the Company reports net income attributable to Cal-Maine Foods, Inc. computed in accordance with GAAP in an amount equal to one-third (1/3) of such quarterly income. Dividends are paid to shareholders of record as of the 60th day following the last day of such quarter, except for the fourth fiscal quarter. For the fourth quarter, the Company pays dividends to shareholders of record on the 65th day after the quarter end. Dividends are payable on the 15th day following the record date. Following a quarter for which the Company does not report net income attributable to Cal-Maine Foods, Inc., the Company will not pay a dividend for a subsequent profitable quarter until the Company is profitable on a cumulative basis computed from the date of the last quarter for which a dividend was paid. |
Net Income (Loss) per Common Share | Net Income per Common ShareBasic net income per share attributable to Cal-Maine is based on the weighted average Common Stock and Class A Common Stock outstanding. Diluted net income per share attributable to Cal-Maine is based on weighted-average common shares outstanding during the relevant period adjusted for the dilutive effect of share-based awards. |
Acquisition (Tables)
Acquisition (Tables) | 12 Months Ended |
May 30, 2020 | |
Business Combinations [Abstract] | |
Allocation of Purchase Price | Inventory $ 5,276 Property, plant and equipment 38,433 Customer list and non-compete agreement 2,000 Liabilities assumed (194) Total purchase price 45,515 |
Investment Securities (Tables)
Investment Securities (Tables) | 12 Months Ended |
May 30, 2020 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule Of Investment Securities | May 30, 2020 Amortized Cost Unrealized Gains Unrealized Losses Estimated Fair Value Municipal bonds $ 16,093 $ 86 $ — $ 16,179 Commercial paper 6,965 17 — 6,982 Corporate bonds 125,594 1,274 — 126,868 Certificates of deposits 1,492 — — 1,492 Asset backed securities 2,629 13 — 2,642 Total current investment securities $ 152,773 $ 1,390 $ — $ 154,163 Mutual funds $ 2,005 $ 744 $ — $ 2,749 Total noncurrent investment securities $ 2,005 $ 744 $ — $ 2,749 June 1, 2019 Amortized Cost Unrealized Gains Unrealized Losses Estimated Fair Value US government and agency obligations $ 30,896 $ 78 $ — $ 30,974 Municipal bonds 50,220 133 — 50,353 Commercial paper 9,953 — 8 9,945 Corporate bonds 147,068 94 — 147,162 Certificates of deposits 6,149 — 1 6,148 Asset backed securities 5,589 10 — 5,599 Total current investment securities $ 249,875 $ 315 $ 9 $ 250,181 Mutual funds $ 2,331 $ 1,026 $ — $ 3,357 Total noncurrent investment securities $ 2,331 $ 1,026 $ — $ 3,357 |
Schedule Of Contractual Maturities Of Investment Securities | Contractual maturities of investment securities at May 30, 2020, are as follows (in thousands): Estimated Fair Value Within one year $ 88,381 1-5 years 65,782 Total $ 154,163 |
Fair Value Measures (Tables)
Fair Value Measures (Tables) | 12 Months Ended |
May 30, 2020 | |
Fair Value Disclosures [Abstract] | |
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 May 30, 2020 and June 1, 2019 (in thousands): May 30, 2020 Level 1 Level 2 Level 3 Balance Assets Municipal bonds $ — $ 16,179 $ — $ 16,179 Commercial paper — 6,982 — 6,982 Corporate bonds — 126,868 — 126,868 Certificates of deposits — 1,492 — 1,492 Asset backed securities — 2,642 — 2,642 Mutual funds 2,749 — — 2,749 Total assets measured at fair value $ 2,749 $ 154,163 $ — $ 156,912 June 1, 2019 Level 1 Level 2 Level 3 Balance Assets US government and agency obligations $ — $ 30,974 $ — $ 30,974 Municipal bonds — 50,353 — 50,353 Commercial paper — 9,945 — 9,945 Corporate bonds — 147,162 — 147,162 Certificates of deposits — 6,148 — 6,148 Asset backed securities — 5,599 — 5,599 Mutual funds 3,357 — — 3,357 Total assets measured at fair value $ 3,357 $ 250,181 $ — $ 253,538 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
May 30, 2020 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories consisted of the following (in thousands): May 30, 2020 June 1, 2019 Flocks, net of amortization $ 110,198 $ 105,536 Eggs and egg products 18,487 14,318 Feed and supplies 58,531 52,383 $ 187,216 $ 172,237 |
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): May 30, 2020 June 1, 2019 June 2, 2018 Amortization 133,379 119,658 117,774 Mortality 5,823 5,161 4,438 Total flock costs charged to cost of sales 139,202 124,819 122,212 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
May 30, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule Of Property, Plant And Equipment | Property, plant and equipment consisted of the following (in thousands): May 30, 2020 June 1, 2019 Land and improvements $ 91,865 $ 93,046 Buildings and improvements 393,195 370,451 Machinery and equipment 531,545 494,937 Construction-in-progress 126,061 52,551 1,142,666 1,010,985 Less: accumulated depreciation 585,291 555,638 $ 557,375 $ 455,347 |
Investment in Unconsolidated _2
Investment in Unconsolidated Entities (Tables) | 12 Months Ended |
May 30, 2020 | |
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 (in thousands): For the fiscal year ended May 30, 2020 June 1, 2019 June 2, 2018 Net sales $ 188,922 $ 112,396 $ 107,705 Net income 1,064 9,490 7,071 Total assets 113,513 128,470 134,056 Total liabilities 4,655 7,600 5,859 Total equity 108,858 120,870 128,197 |
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 May 30, 2020 June 1, 2019 June 2, 2018 Sales to unconsolidated entities $ 54,559 $ 58,093 $ 59,295 Purchases from unconsolidated entities 71,475 81,685 81,043 Dividends from unconsolidated entities 7,106 8,300 4,664 May 30, 2020 June 1, 2019 Accounts receivable from unconsolidated entities 4,935 $ 4,307 Accounts payable to unconsolidated entities 5,706 3,324 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
May 30, 2020 | |
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 Water Total other Goodwill rights relationships agreements rights Trademark intangibles Balance June 2, 2018 $ 35,525 $ 21,583 $ 3,582 $ 86 $ 720 $ 336 $ 26,307 Additions — — — 250 — — 250 Amortization — (1,628) (1,078) (39) — (50) (2,795) Balance June 1, 2019 35,525 19,955 2,504 297 720 286 23,762 Additions — — 1,000 1,000 — — 2,000 Amortization — (1,628) (1,150) (118) — (50) (2,946) Balance May 30, 2020 $ 35,525 $ 18,327 $ 2,354 $ 1,179 $ 720 $ 236 $ 22,816 |
Schedule Of Other Intangibles | For the Other Intangibles listed above, the gross carrying amounts and accumulated amortization are as follows (in thousands): May 30, 2020 June 1, 2019 Gross carrying Accumulated Gross carrying Accumulated amount amortization amount amortization Other intangible assets: Franchise rights $ 29,284 $ (10,957) $ 29,284 $ (9,329) Customer relationships 20,544 (18,190) 19,544 (17,040) Non-compete agreements 1,450 (271) 450 (153) Right of use intangible 191 (191) 191 (191) Water rights * 720 — 720 — Trademark 400 (164) 400 (114) Total $ 52,589 $ (29,773) $ 50,589 $ (26,827) * Water rights are an indefinite life intangible asset. |
Schedule Of Estimated Amortization Of Intangible Assets | The following table presents the total estimated amortization of intangible assets for the five succeeding years (in thousands): For fiscal period Estimated amortization expense 2021 $ 2,503 2022 2,199 2023 2,199 2024 2,170 2025 2,041 Thereafter 10,984 Total $ 22,096 |
Accrued Dividends Payable And_2
Accrued Dividends Payable And Dividends per Common Share (Tables) | 12 Months Ended |
May 30, 2020 | |
Earnings Per Share Reconciliation [Abstract] | |
Schedule of Dividends | On our consolidated statement of income, we determine dividends per common share in accordance with the computation in the following table (in thousands, except per share data): 13 Weeks Ended 52 Weeks Ended May 30, 2020 June 1, 2019 May 30, 2020 June 1, 2019 Net income (loss) attributable to Cal-Maine Foods, Inc. $ 60,463 $ (19,761) $ 18,391 $ 54,229 Cumulative losses to be recovered prior to payment of divided at beginning of period (61,833) — (19,761) — Net income (loss) attributable to Cal-Maine Foods, Inc. available for dividend $ — $ — $ — $ 54,229 1/3 of net income attributable to Cal-Maine Foods, Inc. available for dividend $ — Common stock outstanding (shares) 43,974 Class A common stock outstanding (shares) 4,800 Total common stock outstanding (shares) 48,774 Dividends per common share* $ — $ — $ — $ 0.506 |
Net Income per Common Share (Ta
Net Income per Common Share (Tables) | 12 Months Ended |
May 30, 2020 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Net Income Per Share | The following table provides a reconciliation of the numerators and denominators used to determine basic and diluted net income per common share attributable to Cal-Maine (amounts in thousands, except per share data): May 30, 2020 June 1, 2019 June 2, 2018 Numerator Net income $ 18,328 $ 55,062 $ 126,196 Less: Net income (loss) attributable to noncontrolling interest (63) 833 264 Net income attributable to Cal-Maine Foods, Inc. $ 18,391 $ 54,229 $ 125,932 Denominator Weighted-average common shares outstanding, basic 48,467 48,467 48,353 Effect of dilutive securities of restricted shares 117 122 115 Weighted-average common shares outstanding, diluted 48,584 48,589 48,468 Net income (loss) per common share attributable to Cal-Maine Foods, Inc. Basic $ 0.38 $ 1.12 $ 2.60 Diluted $ 0.38 $ 1.12 $ 2.60 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
May 30, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following table provides revenue disaggregated by product category (in thousands): 13 Weeks Ended 52 Weeks Ended May 30, 2020 June 1, 2019 May 30, 2020 June 1, 2019 Conventional shell egg sales $ 311,380 $ 150,860 $ 830,278 $ 810,306 Specialty shell egg sales 133,347 119,892 485,465 504,169 Egg products 7,204 8,852 31,414 41,508 Other 1,402 968 4,452 5,205 $ 453,333 $ 280,572 $ 1,351,609 $ 1,361,188 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
May 30, 2020 | |
Leases [Abstract] | |
Schedule of Lease Cost and Weighted Average Information | The Company’s lease cost consists of the following (in thousands): 13 Weeks Ended May 30, 2020 52 Weeks Ended May 30, 2020 Operating Lease cost $ 236 $ 871 Finance Lease cost Amortization of right-of-use asset $ 38 $ 115 Interest on lease obligations $ 10 $ 43 Short term lease cost $ 959 $ 3,608 The weighted-average remaining lease term and discount rate for lease liabilities included in our Condensed Consolidated Balance Sheet are as follows: As of May 30, 2020 Operating Leases Finance Leases Weighted-average remaining lease term (years) 3.5 3.5 Weighted-average discount rate 5.9 % 4.9 % |
Schedule of Future Minimum Lease Payments, Operating | Future minimum lease payments under non-cancelable leases are as follows (in thousands): As of May 30, 2020 Operating Leases Finance Leases 2021 $ 930 $ 239 2022 806 239 2023 539 239 2024 380 218 2025 130 — Thereafter 32 — Total 2,817 935 Less imputed interest (286) (78) Total $ 2,531 $ 857 |
Schedule of Future Minimum Lease Payments, Finance | Future minimum lease payments under non-cancelable leases are as follows (in thousands): As of May 30, 2020 Operating Leases Finance Leases 2021 $ 930 $ 239 2022 806 239 2023 539 239 2024 380 218 2025 130 — Thereafter 32 — Total 2,817 935 Less imputed interest (286) (78) Total $ 2,531 $ 857 |
Stock Compensation Plans (Table
Stock Compensation Plans (Tables) | 12 Months Ended |
May 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Equity Award Activity | A summary of our equity award activity and related information for our restricted stock is as follows: Number of Shares Weighted Average Grant Date Fair Value Outstanding, June 2, 2018 241,290 $ 42.30 Granted 94,189 42.68 Vested (79,918) 48.84 Forfeited (7,149) 44.00 Outstanding, June 1, 2019 248,412 $ 43.20 Granted 104,566 38.25 Vested (77,801) 43.00 Forfeited (2,131) 43.20 Outstanding, May 30, 2020 273,046 $ 41.36 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
May 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Tax Expense by Jurisdiction | Income tax expense (benefit) consisted of the following: Fiscal year ended May 30, 2020 June 1, 2019 June 2, 2018 Current: Federal $ (6,750) $ 8,160 $ 18,560 State (1,800) 1,460 6,390 (8,550) 9,620 24,950 Deferred: Federal 8,872 4,843 11,038 Enacted rate change — — (42,973) State 1,409 1,280 (1,874) 10,281 6,123 (33,809) $ 1,731 $ 15,743 $ (8,859) |
Deferred Tax Assets and Liabilities | Significant components of the Company’s deferred tax liabilities and assets were as follows: May 30, 2020 June 1, 2019 Deferred tax liabilities: Property, plant and equipment $ 60,645 $ 49,275 Inventories 28,075 27,750 Investment in affiliates 8,099 7,609 Other comprehensive income 214 324 Other 5,002 2,596 Total deferred tax liabilities 102,035 87,554 Deferred tax assets: Accrued expenses 3,376 2,170 State operating loss carryforwards 792 133 Other 5,099 2,654 Total deferred tax assets 9,267 4,957 Net deferred tax liabilities $ 92,768 $ 82,597 |
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 May 30, 2020 June 1, 2019 June 2, 2018 Statutory federal income tax $ 4,226 $ 14,694 $ 34,105 State income taxes, net (309) 2,164 3,200 Domestic manufacturers deduction — — (2,545) Enacted rate change — — (42,973) Tax exempt interest income (111) (197) (101) Benefit of net operating loss carryback provision (2,357) — — Other, net 282 (918) (545) $ 1,731 $ 15,743 $ (8,859) |
Quarterly Financial Data (Table
Quarterly Financial Data (Tables) | 12 Months Ended |
May 30, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule Of Quarterly Financial Data | Fiscal Year 2020 First Quarter Second Quarter Third Quarter Fourth Quarter Net sales $ 241,166 $ 311,522 $ 345,588 $ 453,333 Gross profit (loss) (21,125) 29,375 49,828 121,510 Operating income (loss) (63,470) (16,565) 5,212 76,092 Net income (loss) (45,721) (10,186) 13,771 60,464 Net income (loss) attributable to Cal-Maine Foods, Inc. (45,760) (10,061) 13,749 60,463 Net income (loss) per share attributable to Cal-Maine Foods, Inc.: Basic $ (0.94) $ (0.21) $ 0.28 $ 1.25 Diluted $ (0.94) $ (0.21) $ 0.28 $ 1.24 Fiscal Year 2019 First Quarter Second Quarter Third Quarter Fourth Quarter Net sales $ 340,583 $ 356,040 $ 383,993 $ 280,572 Gross profit 57,128 70,535 82,441 12,755 Operating income (loss) 12,677 25,334 38,190 (30,420) Net income (loss) 12,743 22,006 39,865 (19,552) Net income (loss) attributable to Cal-Maine Foods, Inc. 12,406 21,807 39,777 (19,761) Net income (loss) per share attributable to Cal-Maine Foods, Inc.: Basic $ 0.26 $ 0.45 $ 0.82 $ (0.41) Diluted $ 0.26 $ 0.45 $ 0.82 $ (0.41) |
Significant Accounting Polici_3
Significant Accounting Policies (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
May 30, 2020 | Jun. 01, 2019 | Jun. 02, 2018 | |
Significant Accounting Policies [Line Items] | |||
Checks outstanding in excess of related book cash balances | $ 11,200 | $ 6,200 | |
Allowance for doubtful accounts | 744 | 206 | |
Delivery costs | 52,200 | 53,600 | $ 53,200 |
Advertising expense | $ 6,000 | $ 7,300 | $ 6,300 |
Two Affiliated Customers | Sales Revenue, Net | |||
Significant Accounting Policies [Line Items] | |||
Concentration risk, percentage | 32.10% | 33.70% | 33.20% |
Two Affiliated Customers | Accounts Receivable | |||
Significant Accounting Policies [Line Items] | |||
Concentration risk, percentage | 29.50% | 29.60% | |
Minimum | |||
Significant Accounting Policies [Line Items] | |||
Finance lease, remaining terms | 1 month | ||
Intangible assets estimated useful life | 5 years | ||
Maximum | |||
Significant Accounting Policies [Line Items] | |||
Finance lease, remaining terms | 5 years | ||
Intangible assets estimated useful life | 15 years | ||
Buildings and improvements | Minimum | |||
Significant Accounting Policies [Line Items] | |||
Property, plant and equipment useful life | 15 years | ||
Buildings and improvements | Maximum | |||
Significant Accounting Policies [Line Items] | |||
Property, plant and equipment useful life | 25 years | ||
Machinery and equipment | Minimum | |||
Significant Accounting Policies [Line Items] | |||
Property, plant and equipment useful life | 3 years | ||
Machinery and equipment | Maximum | |||
Significant Accounting Policies [Line Items] | |||
Property, plant and equipment useful life | 12 years | ||
Building | Minimum | |||
Significant Accounting Policies [Line Items] | |||
Initial operating lease terms | 3 years | ||
Building | Maximum | |||
Significant Accounting Policies [Line Items] | |||
Initial operating lease terms | 10 years | ||
Trucks | Minimum | |||
Significant Accounting Policies [Line Items] | |||
Initial operating lease terms | 5 years | ||
Trucks | Maximum | |||
Significant Accounting Policies [Line Items] | |||
Initial operating lease terms | 7 years |
Acquisition (Narrative) (Detail
Acquisition (Narrative) (Details) - Mahard Egg Farm $ in Thousands, layer in Millions | Mar. 28, 2020USD ($) | Oct. 20, 2019USD ($)layer |
Business Acquisition [Line Items] | ||
Business combination, consideration transferred | $ | $ 135 | $ 45,500 |
Number of laying hens acquired | 3.9 | |
Business Combination Number of Layers Permitted Capacity | 8 | |
Business Acquisition, Percentage of Voting Interests Acquired | 6.80% | 93.20% |
Texas Egg Products, LLC | ||
Business Acquisition [Line Items] | ||
Business Acquisition, Percentage of Voting Interests Acquired | 21.10% |
Acquisition (Allocation of Purc
Acquisition (Allocation of Purchase Price) (Details) - Mahard Egg Farm - USD ($) $ in Thousands | Oct. 20, 2019 | Feb. 18, 2017 |
Business Acquisition [Line Items] | ||
Inventory | $ 5,276 | |
Property, plant and equipment | $ 38,433 | |
Customer list and non-compete agreement | 2,000 | |
Liabilities assumed | (194) | |
Total purchase price | $ 45,515 |
Investment Securities (Schedule
Investment Securities (Schedule of Investment Securities) (Details) - USD ($) $ in Thousands | May 30, 2020 | Jun. 01, 2019 |
Current Assets [Member] | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | $ 152,773 | $ 249,875 |
Gains in Accumulated Other Comprehensive Income | 1,390 | 315 |
Losses in Accumulated Other Comprehensive Income | 0 | 9 |
Estimated Fair Value | 154,163 | 250,181 |
Noncurrent Assets | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 2,005 | 2,331 |
Gains in Accumulated Other Comprehensive Income | 744 | 1,026 |
Losses in Accumulated Other Comprehensive Income | 0 | 0 |
Estimated Fair Value | 2,749 | 3,357 |
US government and agency obligations | Current Assets [Member] | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 30,896 | |
Gains in Accumulated Other Comprehensive Income | 78 | |
Losses in Accumulated Other Comprehensive Income | 0 | |
Estimated Fair Value | 30,974 | |
Municipal bonds | Current Assets [Member] | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 16,093 | 50,220 |
Gains in Accumulated Other Comprehensive Income | 86 | 133 |
Losses in Accumulated Other Comprehensive Income | 0 | 0 |
Estimated Fair Value | 16,179 | 50,353 |
Commercial paper | Current Assets [Member] | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 1,492 | 6,149 |
Gains in Accumulated Other Comprehensive Income | 0 | 0 |
Losses in Accumulated Other Comprehensive Income | 0 | 1 |
Estimated Fair Value | 1,492 | 6,148 |
Corporate bonds | Current Assets [Member] | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 6,965 | 9,953 |
Gains in Accumulated Other Comprehensive Income | 17 | 0 |
Losses in Accumulated Other Comprehensive Income | 0 | 8 |
Estimated Fair Value | 6,982 | 9,945 |
Certificates of deposits | Current Assets [Member] | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 125,594 | 147,068 |
Gains in Accumulated Other Comprehensive Income | 1,274 | 94 |
Losses in Accumulated Other Comprehensive Income | 0 | 0 |
Estimated Fair Value | 126,868 | 147,162 |
Asset backed securities | Current Assets [Member] | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 2,629 | 5,589 |
Gains in Accumulated Other Comprehensive Income | 13 | 10 |
Losses in Accumulated Other Comprehensive Income | 0 | 0 |
Estimated Fair Value | 2,642 | 5,599 |
Mutual funds | Noncurrent Assets | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 2,005 | 2,331 |
Gains in Accumulated Other Comprehensive Income | 744 | 1,026 |
Losses in Accumulated Other Comprehensive Income | 0 | 0 |
Estimated Fair Value | $ 2,749 | $ 3,357 |
Investment Securities (Narrativ
Investment Securities (Narrative) (Details) - USD ($) | 12 Months Ended | ||
May 30, 2020 | Jun. 01, 2019 | Jun. 02, 2018 | |
Noncurrent Assets | |||
Debt Securities, Available-for-sale [Line Items] | |||
Proceeds from sale of available-for-sale securities | $ 1,200,000 | $ 84,000 | $ 42,000 |
Gross realized gains on sales of available-for-sale securities | 611,000 | 48,000 | 23,000 |
Gross realized losses on sales of available-for-sale securities | 0 | ||
Current Assets [Member] | |||
Debt Securities, Available-for-sale [Line Items] | |||
Proceeds from sale of available-for-sale securities | 204,300,000 | 209,700,000 | 127,600,000 |
Gross realized gains on sales of available-for-sale securities | 278,000 | 9,000 | 25,000 |
Gross realized losses on sales of available-for-sale securities | $ 6,000 | $ 33,000 | $ 83,000 |
Investment Securities (Schedu_2
Investment Securities (Schedule of Contractual Maturities of Investment Securities) (Details) $ in Thousands | May 30, 2020USD ($) |
Investments, Debt and Equity Securities [Abstract] | |
Within one year | $ 88,381 |
1-3 years | 65,782 |
Total | $ 154,163 |
Fair Value Measures (Schedule o
Fair Value Measures (Schedule of Assets Measured at Fair Value on A Recurring Basis) (Details) - USD ($) $ in Thousands | May 30, 2020 | Jun. 01, 2019 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | $ 156,912 | $ 253,538 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 2,749 | 3,357 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 154,163 | 250,181 |
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 | 30,974 | |
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 | |
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 | 30,974 | |
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 | |
Municipal bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 16,179 | 50,353 |
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 | 16,179 | 50,353 |
Municipal bonds | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 0 | 0 |
Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 1,492 | 6,148 |
Commercial paper | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 0 | 0 |
Commercial paper | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 1,492 | 6,148 |
Commercial paper | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 0 | 0 |
Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 6,982 | 9,945 |
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 | 6,982 | 9,945 |
Corporate 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 | 126,868 | 147,162 |
Certificates of deposits | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 0 | 0 |
Certificates of deposits | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 126,868 | 147,162 |
Certificates of deposits | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 0 | 0 |
Asset backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 2,642 | 5,599 |
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 | 2,642 | 5,599 |
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 | 2,749 | 3,357 |
Mutual funds | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 2,749 | 3,357 |
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 |
Inventories (Schedule Of Invent
Inventories (Schedule Of Inventories) (Details) - USD ($) $ in Thousands | May 30, 2020 | Jun. 01, 2019 |
Inventory Disclosure [Abstract] | ||
Flocks, net of amortization | $ 110,198 | $ 105,536 |
Eggs and egg products | 18,487 | 14,318 |
Feed and supplies | 58,531 | 52,383 |
Total inventories | $ 187,216 | $ 172,237 |
Inventories (Narrative) (Detail
Inventories (Narrative) (Details) pullet_and_breeder in Millions, layer in Millions | May 30, 2020pullet_and_breederlayer |
Inventory Disclosure [Abstract] | |
Pullets and breeders | pullet_and_breeder | 10.7 |
Layers | layer | 40.1 |
Inventories (Schedule Of Cost O
Inventories (Schedule Of Cost Of Sales Amortization And Mortality) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
May 30, 2020 | Jun. 01, 2019 | Jun. 02, 2018 | |
Inventory Disclosure [Abstract] | |||
Amortization | $ 133,379 | $ 119,658 | $ 117,774 |
Mortality | 5,823 | 5,161 | 4,438 |
Total flock costs charged to cost of sales | $ 139,202 | $ 124,819 | $ 122,212 |
Property, Plant and Equipment_2
Property, Plant and Equipment (Schedule of Property, Plant and Equipment) (Details) - USD ($) $ in Thousands | May 30, 2020 | Jun. 01, 2019 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment gross | $ 1,142,666 | $ 1,010,985 |
Less: accumulated depreciation | 585,291 | 555,638 |
Property, plant and equipment, less accumulated depreciation | 557,375 | 455,347 |
Land and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment gross | 91,865 | 93,046 |
Buildings and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment gross | 393,195 | 370,451 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment gross | 531,545 | 494,937 |
Construction-in-progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment gross | $ 126,061 | $ 52,551 |
Property, Plant and Equipment_3
Property, Plant and Equipment (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
May 30, 2020 | Jun. 01, 2019 | Jun. 02, 2018 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expense | $ 54,500 | $ 51,700 | $ 51,100 |
Asset Impairment Charges | $ 2,919 | $ 0 | $ 0 |
Investment in Unconsolidated _3
Investment in Unconsolidated Entities (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
May 30, 2020 | Jun. 01, 2019 | Jun. 02, 2018 | |
Investments in and Advances to Affiliates [Line Items] | |||
Investments in affiliates, recorded using the equity method of accounting | $ 54,700 | $ 60,700 | |
Equity in income of unconsolidated entities | $ 534 | 4,775 | $ 3,517 |
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% | ||
Egg-Land's Best, Inc. | |||
Investments in and Advances to Affiliates [Line Items] | |||
Carrying value of cost method investment | $ 2,000 | $ 2,600 |
Investment in Unconsolidated _4
Investment in Unconsolidated Entities (Schedule Of Transactions With Unconsolidated Affiliates) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
May 30, 2020 | Feb. 29, 2020 | Nov. 30, 2019 | Aug. 31, 2019 | Jun. 01, 2019 | Mar. 02, 2019 | Dec. 01, 2018 | Sep. 01, 2018 | May 30, 2020 | Jun. 01, 2019 | Jun. 02, 2018 | Jun. 03, 2017 | |
Related Party Transaction [Line Items] | ||||||||||||
Net sales | $ 453,333 | $ 345,588 | $ 311,522 | $ 241,166 | $ 280,572 | $ 383,993 | $ 356,040 | $ 340,583 | $ 1,351,609 | $ 1,361,188 | $ 1,502,932 | |
Net income | 60,464 | $ 13,771 | $ (10,186) | $ (45,721) | (19,552) | $ 39,865 | $ 22,006 | $ 12,743 | 18,328 | 55,062 | 126,196 | |
Total assets | 1,206,694 | 1,156,278 | 1,206,694 | 1,156,278 | ||||||||
Total liabilities | 197,019 | 166,472 | 197,019 | 166,472 | ||||||||
Total equity | 1,009,675 | 989,806 | 1,009,675 | 989,806 | 955,682 | $ 844,493 | ||||||
Corporate Joint Venture | Equity Method Investment, Nonconsolidated Investee or Group of Investees | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Net sales | 188,922 | 112,396 | 107,705 | |||||||||
Net income | 1,064 | 9,490 | 7,071 | |||||||||
Total assets | 113,513 | 128,470 | 113,513 | 128,470 | 134,056 | |||||||
Total liabilities | 4,655 | 7,600 | 4,655 | 7,600 | 5,859 | |||||||
Total equity | 108,858 | 120,870 | 108,858 | 120,870 | 128,197 | |||||||
Affiliated Entity | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Sales to unconsolidated entities | 54,559 | 58,093 | 59,295 | |||||||||
Purchases from unconsolidated entities | 71,475 | 81,685 | 81,043 | |||||||||
Dividends from unconsolidated entities | 7,106 | 8,300 | 7,106 | 8,300 | $ 4,664 | |||||||
Accounts receivable from unconsolidated entities | 4,935 | 4,307 | 4,935 | 4,307 | ||||||||
Accounts payable to unconsolidated entities | $ 5,706 | $ 3,324 | $ 5,706 | $ 3,324 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets (Schedule of Goodwill and Other Intangible Assets) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
May 30, 2020 | Jun. 01, 2019 | Jun. 02, 2018 | |
Goodwill [Roll Forward] | |||
Goodwill, Balance | $ 35,525 | $ 35,525 | |
Goodwill, Balance | 35,525 | 35,525 | $ 35,525 |
Finite-lived Intangible Assets [Roll Forward] | |||
Other intangibles, Amortization | (2,946) | (2,795) | (2,800) |
Other Intangibles, Finite-Lived, Balance | 22,096 | ||
Intangible Assets (Excluding Goodwill) [Roll Forward] | |||
Other intangibles, Balance | 23,762 | 26,307 | |
Other intangibles, Additions | 2,000 | 250 | |
Other intangibles, Balance | 22,816 | 23,762 | 26,307 |
Water Rights | |||
Indefinite-lived Intangible Assets [Roll Forward] | |||
Other Intangibles, Indefinite-Lived, Balance | 720 | 720 | |
Other Intangibles, Indefinite-Lived, Balance | 720 | 720 | 720 |
Franchise rights | |||
Finite-lived Intangible Assets [Roll Forward] | |||
Other Intangibles, Finite-Lived, Balance | 19,955 | 21,583 | |
Other intangibles, Amortization | (1,628) | (1,628) | |
Other Intangibles, Finite-Lived, Balance | 18,327 | 19,955 | 21,583 |
Customer relationships | |||
Finite-lived Intangible Assets [Roll Forward] | |||
Other Intangibles, Finite-Lived, Balance | 2,504 | 3,582 | |
Other intangibles, Amortization | (1,150) | (1,078) | |
Other Intangibles, Finite-Lived, Additions | 1,000 | ||
Other Intangibles, Finite-Lived, Balance | 2,354 | 2,504 | 3,582 |
Non-compete agreements | |||
Finite-lived Intangible Assets [Roll Forward] | |||
Other Intangibles, Finite-Lived, Balance | 297 | 86 | |
Other intangibles, Amortization | (118) | (39) | |
Other Intangibles, Finite-Lived, Additions | 1,000 | 250 | |
Other Intangibles, Finite-Lived, Balance | 1,179 | 297 | 86 |
Trademark | |||
Finite-lived Intangible Assets [Roll Forward] | |||
Other Intangibles, Finite-Lived, Balance | 286 | 336 | |
Other intangibles, Amortization | (50) | (50) | |
Other Intangibles, Finite-Lived, Balance | $ 236 | $ 286 | $ 336 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets (Schedule of Other Intangibles) (Details) - USD ($) $ in Thousands | May 30, 2020 | Jun. 01, 2019 | Jun. 02, 2018 |
Schedule of Finite-Lived And Indefinite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount | $ 52,589 | $ 50,589 | |
Accumulated amortization | (29,773) | (26,827) | |
Franchise rights | |||
Schedule of Finite-Lived And Indefinite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount, finite-lived | 29,284 | 29,284 | |
Accumulated amortization | (10,957) | (9,329) | |
Customer relationships | |||
Schedule of Finite-Lived And Indefinite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount, finite-lived | 20,544 | 19,544 | |
Accumulated amortization | (18,190) | (17,040) | |
Non-compete agreements | |||
Schedule of Finite-Lived And Indefinite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount, finite-lived | 1,450 | 450 | |
Accumulated amortization | (271) | (153) | |
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) | (191) | |
Trademark | |||
Schedule of Finite-Lived And Indefinite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount, finite-lived | 400 | 400 | |
Accumulated amortization | (164) | (114) | |
Water Rights | |||
Schedule of Finite-Lived And Indefinite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount, indefinite-lived | $ 720 | $ 720 | $ 720 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
May 30, 2020 | Jun. 01, 2019 | Jun. 02, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Aggregate amortization expense for intangible assets | $ 2,946 | $ 2,795 | $ 2,800 |
Goodwill and Other Intangible_6
Goodwill and Other Intangible Assets (Schedule of Estimated Amortization Of Intangible Assets) (Details) $ in Thousands | May 30, 2020USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2020 | $ 2,503 |
2021 | 2,199 |
2022 | 2,199 |
2023 | 2,170 |
2024 | 2,041 |
Thereafter | 10,984 |
Total | $ 22,096 |
Employee Benefit Plans (Narrati
Employee Benefit Plans (Narrative) (Details) - USD ($) | Jul. 10, 2018 | May 30, 2020 | Jun. 01, 2019 | Jun. 02, 2018 |
Defined Benefit Plan Disclosure [Line Items] | ||||
Medical claim, maximum per occurrence | $ 225,000 | |||
Medical plan expense | 17,800,000 | $ 18,100,000 | $ 16,100,000 | |
Liability recorded for incurred but not reported claims | $ 1,700,000 | 1,100,000 | ||
Deferred compensation agreement, amount of years required for payment | 65 years | |||
Payments made under plan | $ 150,000 | 129,000 | 110,000 | |
Liability related to deferred compensation agreements | 1,400,000 | 1,500,000 | ||
Deferred compensation expense | 621,000 | 377,000 | 693,000 | |
Postretirement expense liability | 3,400,000 | 2,900,000 | ||
Revolving Credit Facility | Line of Credit | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Debt instrument, term | 5 years | |||
2006 Plan | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Payments made under plan | 1,200,000 | 84,000 | ||
Liability related to deferred compensation agreements | 2,700,000 | 3,400,000 | ||
Awards issued under deferred compensation plan | 266,000 | 267,000 | $ 298,000 | |
KSOP | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Company matching contribution percentage | 3.00% | |||
Company cash contribution | $ 3,800,000 | $ 3,700,000 | $ 3,300,000 |
Credit Facilities and Long-Te_2
Credit Facilities and Long-Term Debt (Narrative) (Details) | Jul. 10, 2018USD ($)covenant | May 30, 2020USD ($) | Jun. 01, 2019USD ($) | Jun. 02, 2018USD ($) |
Debt Instrument [Line Items] | ||||
Interest costs incurred | $ 498,000 | $ 644,000 | $ 265,000 | |
Interest costs capitalized | 0 | $ 217,000 | ||
Standby letters of credit | 4,300,000 | |||
Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Standby letters of credit | 4,300,000 | |||
Line of Credit | Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Amount borrowed | $ 0 | |||
Maximum borrowing capacity | $ 100,000,000 | |||
Debt instrument, term | 5 years | |||
Accordion feature, increase limit | $ 125,000,000 | |||
Commitment fee | 0.20% | |||
Number of financial covenants | covenant | 2 | |||
Restrictive covenants, minimum working capital ratio | 2 | |||
Annual limit on capital expenditures | $ 150,000,000 | |||
Restrictive covenants, minimum voting ownership percentage | 50.00% | |||
Restrictive covenants, maximum dividends as a percentage of prior year net income | 33.33% | |||
Maximum repurchase of capital stock, amount | $ 75,000,000 | |||
Minimum capacity available | $ 20,000,000 | |||
Line of Credit | Revolving Credit Facility | Federal Funds Effective Swap Rate | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 0.50% | |||
Line of Credit | Revolving Credit Facility | Applicable Margin, Eurodollar Rate Loans | Minimum | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 1.00% | |||
Line of Credit | Revolving Credit Facility | Applicable Margin, Eurodollar Rate Loans | Maximum | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 1.75% | |||
Line of Credit | Revolving Credit Facility | Applicable Margin, Base Rate Loans | Minimum | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 0.00% | |||
Line of Credit | Revolving Credit Facility | Applicable Margin, Base Rate Loans | Maximum | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 0.75% | |||
Note payable at 6.20% | ||||
Debt Instrument [Line Items] | ||||
Amount borrowed | $ 0 | $ 1,500,000 |
Accrued Dividends Payable And_3
Accrued Dividends Payable And Dividends per Common Share (Narrative) (Details) $ in Millions | 12 Months Ended |
May 30, 2020USD ($) | |
Earnings Per Share Reconciliation [Abstract] | |
Number of days after first, second and third quarter dividends paid | 60 days |
Number of days after fourth quarter dividends paid | 65 days |
Number of days dividends paid following record date | 15 days |
Cumulative losses to be recovered prior to paying dividend | $ 1.4 |
Accrued Dividends Payable And_4
Accrued Dividends Payable And Dividends per Common Share (Schedule of Dividends) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
May 30, 2020 | Feb. 29, 2020 | Nov. 30, 2019 | Aug. 31, 2019 | Jun. 01, 2019 | Mar. 02, 2019 | Dec. 01, 2018 | Sep. 01, 2018 | May 30, 2020 | Jun. 01, 2019 | Jun. 02, 2018 | |
Class of Stock [Line Items] | |||||||||||
Net income (loss) attributable to Cal-Maine Foods, Inc. | $ 60,463 | $ 13,749 | $ (10,061) | $ (45,760) | $ (19,761) | $ 39,777 | $ 21,807 | $ 12,406 | $ 18,391 | $ 54,229 | $ 125,932 |
Cumulative losses to be recovered prior to payment of divided at beginning of period | (61,833) | 0 | (19,761) | 0 | |||||||
Net income (loss) attributable to Cal-Maine Foods, Inc. available for dividend | 0 | $ 0 | $ 0 | $ 54,229 | |||||||
1/3 of net income attributable to Cal-Maine Foods, Inc. available for dividend | $ 0 | ||||||||||
Common stock, shares outstanding (in shares) | 48,774 | 48,774 | |||||||||
Dividends per common share (in dollars per share) | $ 0 | $ 0 | $ 0 | $ 0.506 | |||||||
Percentage of net income loss used to compute accrued dividends | 33.00% | ||||||||||
Common Stock | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common stock, shares outstanding (in shares) | 43,974 | 43,894 | 43,974 | 43,894 | |||||||
Class A Convertible Common Stock | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common stock, shares outstanding (in shares) | 4,800 | 4,800 | 4,800 | 4,800 |
Equity (Details)
Equity (Details) | May 30, 2020votesharesclass |
Schedule of Stockholders Equity [Line Items] | |
Number of classes of capital stock | class | 2 |
Number of shares owned by immediate family members and/or permitted transferee's (in shares) | 4,600,000 |
Common Stock | |
Schedule of Stockholders Equity [Line Items] | |
Number of votes per share of stock | vote | 1 |
Number of votes per share of stock converted from Class A | 1 |
Class A Convertible Common Stock | |
Schedule of Stockholders Equity [Line Items] | |
Number of votes per share of stock | vote | 10 |
Number of shares owned by immediate family members and/or permitted transferee's (in shares) | 4,300,000 |
Net Income per Common Share (De
Net Income per Common Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
May 30, 2020 | Feb. 29, 2020 | Nov. 30, 2019 | Aug. 31, 2019 | Jun. 01, 2019 | Mar. 02, 2019 | Dec. 01, 2018 | Sep. 01, 2018 | May 30, 2020 | Jun. 01, 2019 | Jun. 02, 2018 | |
Earnings Per Share [Abstract] | |||||||||||
Net income | $ 60,464 | $ 13,771 | $ (10,186) | $ (45,721) | $ (19,552) | $ 39,865 | $ 22,006 | $ 12,743 | $ 18,328 | $ 55,062 | $ 126,196 |
Less: Net income (loss) attributable to noncontrolling interest | (63) | 833 | 264 | ||||||||
Net income attributable to Cal-Maine Foods, Inc. | $ 60,463 | $ 13,749 | $ (10,061) | $ (45,760) | $ (19,761) | $ 39,777 | $ 21,807 | $ 12,406 | $ 18,391 | $ 54,229 | $ 125,932 |
Denominator | |||||||||||
Weighted-average common shares outstanding, basic (in shares) | 48,467 | 48,467 | 48,353 | ||||||||
Common stock options and restricted stock (in shares) | 117 | 122 | 115 | ||||||||
Weighted-average common shares outstanding, diluted (in shares) | 48,584 | 48,589 | 48,468 | ||||||||
Net income (loss) per common share attributable to Cal-Maine Foods, Inc. | |||||||||||
Basic (in dollars per share) | $ 1.25 | $ 0.28 | $ (0.21) | $ (0.94) | $ (0.41) | $ 0.82 | $ 0.45 | $ 0.26 | $ 0.38 | $ 1.12 | $ 2.60 |
Diluted (in dollars per share) | $ 1.24 | $ 0.28 | $ (0.21) | $ (0.94) | $ (0.41) | $ 0.82 | $ 0.45 | $ 0.26 | $ 0.38 | $ 1.12 | $ 2.60 |
Revenue Recognition (Details)
Revenue Recognition (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
May 30, 2020 | Feb. 29, 2020 | Nov. 30, 2019 | Aug. 31, 2019 | Jun. 01, 2019 | Mar. 02, 2019 | Dec. 01, 2018 | Sep. 01, 2018 | May 30, 2020 | Jun. 01, 2019 | Jun. 02, 2018 | |
Disaggregation of Revenue [Line Items] | |||||||||||
Delivery costs | $ 52,200 | $ 53,600 | $ 53,200 | ||||||||
Net sales | $ 453,333 | $ 345,588 | $ 311,522 | $ 241,166 | $ 280,572 | $ 383,993 | $ 356,040 | $ 340,583 | $ 1,351,609 | $ 1,361,188 | $ 1,502,932 |
Two Affiliated Customers | Sales Revenue, Net | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Concentration Risk, Percentage | 32.10% | 33.70% | 33.20% | ||||||||
H-E-B, LP | Sales Revenue, Net | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Concentration Risk, Percentage | 10.10% | ||||||||||
Conventional shell egg sales | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net sales | 311,380 | 150,860 | $ 830,278 | $ 810,306 | |||||||
Specialty shell egg sales | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net sales | 133,347 | 119,892 | 485,465 | 504,169 | |||||||
Egg products | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net sales | 7,204 | 8,852 | 31,414 | 41,508 | |||||||
Other | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net sales | $ 1,402 | $ 968 | $ 4,452 | $ 5,205 |
Leases - Schedule of Lease Cost
Leases - Schedule of Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
May 30, 2020 | May 30, 2020 | |
Leases [Abstract] | ||
Operating Lease cost | $ 236 | $ 871 |
Finance Lease cost | ||
Amortization of right-of-use asset | 38 | 115 |
Interest on lease obligations | 10 | 43 |
Short term lease cost | $ 959 | $ 3,608 |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Payments (Details) $ in Thousands | May 30, 2020USD ($) |
Operating Leases | |
2021 | $ 930 |
2022 | 806 |
2023 | 539 |
2024 | 380 |
2025 | 130 |
Thereafter | 32 |
Total | 2,817 |
Less imputed interest | (286) |
Total | 2,531 |
Finance Leases | |
2021 | 239 |
2022 | 239 |
2023 | 239 |
2024 | 218 |
2025 | 0 |
Thereafter | 0 |
Total | 935 |
Less imputed interest | (78) |
Total | $ 857 |
Leases - Schedule of Weighted A
Leases - Schedule of Weighted Average Information (Details) | May 30, 2020 |
Operating Leases | |
Weighted-average remaining lease term (years) | 3 years 6 months |
Weighted-average discount rate | 5.90% |
Finance Leases | |
Weighted-average remaining lease term (years) | 3 years 6 months |
Weighted-average discount rate | 4.90% |
Stock Compensation Plans (Narra
Stock Compensation Plans (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | |||
May 30, 2020 | Jun. 01, 2019 | Jun. 02, 2018 | Oct. 05, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock based compensation expense (benefit) | $ 3.6 | $ 3.6 | $ 3.5 | |
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 | |||
Vesting period | 3 years | |||
Unrecognized compensation expense | $ 6.3 | $ 6 | ||
Weighted average period of unrecognized compensation expense | 2 years 29 days |
Stock Compensation Plans (Summa
Stock Compensation Plans (Summary of Equity Award Activity) (Details) - $ / shares | 12 Months Ended | |
May 30, 2020 | Jun. 01, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward] | ||
Number of Shares, Outstanding, Beginning Balance (in shares) | 248,412 | 241,290 |
Number of Shares, Granted (in shares) | 104,566 | 94,189 |
Number of Shares, Vested (in shares) | (77,801) | (79,918) |
Number of Shares, Forfeited (in shares) | (2,131) | (7,149) |
Number of Shares, Outstanding, Ending Balance (in shares) | 273,046 | 248,412 |
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) | $ 43.20 | $ 42.30 |
Weighted Average Grant Date Fair Value, Granted (in dollars per share) | 38.25 | 42.68 |
Weighted Average Grant Date Fair Value, Vested (in dollars per share) | 43 | 48.84 |
Weighted Average Grant Date Fair Value, Forfeited (in dollars per share) | 43.20 | 44 |
Weighted Average Grant Date Fair Value, Outstanding, Ending Balance (in dollars per share) | $ 41.36 | $ 43.20 |
Income Taxes (Tax Expense by Ju
Income Taxes (Tax Expense by Jurisdiction) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
May 30, 2020 | Jun. 01, 2019 | Jun. 02, 2018 | |
Current: | |||
Current income tax expense (benefit): Federal | $ (6,750) | $ 8,160 | $ 18,560 |
Current income tax expense (benefit): State | (1,800) | 1,460 | 6,390 |
Current income tax expense (benefit): Total | (8,550) | 9,620 | 24,950 |
Deferred: | |||
Deferred income tax expense (benefit): Federal | 8,872 | 4,843 | 11,038 |
Deferred income tax expense (benefit): Enacted rate change | 0 | 0 | (42,973) |
Deferred income tax expense (benefit): State | 1,409 | 1,280 | (1,874) |
Deferred income tax expense (benefit): Total | 10,281 | 6,123 | (33,809) |
Income tax expense (benefit) | $ 1,731 | $ 15,743 | $ (8,859) |
Income Taxes (Deferred Tax Asse
Income Taxes (Deferred Tax Assets and Liabilities) (Details) - USD ($) $ in Thousands | May 30, 2020 | Jun. 01, 2019 |
Deferred tax liabilities: | ||
Property, plant and equipment | $ 60,645 | $ 49,275 |
Inventories | 28,075 | 27,750 |
Investment in affiliates | 8,099 | 7,609 |
Other comprehensive income | 214 | 324 |
Other | 5,002 | 2,596 |
Total deferred tax liabilities | 102,035 | 87,554 |
Deferred tax assets: | ||
Accrued expenses | 3,376 | 2,170 |
State operating loss carryforwards | 792 | 133 |
Other | 5,099 | 2,654 |
Total deferred tax assets | 9,267 | 4,957 |
Net deferred tax liabilities | $ 92,768 | $ 82,597 |
Income Taxes (Reconciliation of
Income Taxes (Reconciliation of Effective Tax Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
May 30, 2020 | May 30, 2020 | Jun. 01, 2019 | Jun. 02, 2018 | |
Income Tax Disclosure [Abstract] | ||||
Statutory federal income tax | $ 4,226 | $ 14,694 | $ 34,105 | |
State income taxes, net | (309) | 2,164 | 3,200 | |
Domestic manufacturers deduction | 0 | 0 | (2,545) | |
Enacted rate change | 0 | 0 | (42,973) | |
Tax exempt interest income | (111) | (197) | (101) | |
Benefit of net operating loss carryback provision | $ 3,000 | 2,357 | 0 | 0 |
Other, net | 282 | (918) | (545) | |
Income tax expense (benefit) | $ 1,731 | $ 15,743 | $ (8,859) |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
May 30, 2020 | May 30, 2020 | Jun. 01, 2019 | Jun. 02, 2018 | |
Tax Credit Carryforward [Line Items] | ||||
Benefit of net operating loss carryback provision | $ 3,000 | $ 2,357 | $ 0 | $ 0 |
Significant change in unrecognized tax benefits is reasonably possible | 453 | $ 453 | ||
Net Operating Loss Carryback | ||||
Tax Credit Carryforward [Line Items] | ||||
Benefit of net operating loss carryback provision | $ (684) |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Thousands | Apr. 30, 2020 | Apr. 23, 2020 | Apr. 20, 2020 | May 30, 2020 |
Loss Contingencies [Line Items] | ||||
Standby letters of credit | $ 4,300 | |||
Pending Litigation | State of Texas v. Cal-Maine Foods, Inc. d/b/a Wharton; and Wharton County Foods, LLC | ||||
Loss Contingencies [Line Items] | ||||
Damages sought | $ 100 | |||
Pending Litigation | Bell et al. v. Cal-Maine Foods et al. | Minimum | ||||
Loss Contingencies [Line Items] | ||||
Damages sought | $ 10 | |||
Pending Litigation | Bell et al. v. Cal-Maine Foods et al. | Maximum | ||||
Loss Contingencies [Line Items] | ||||
Damages sought | $ 250 | |||
Pending Litigation | Fraser et al. v. Cal-Maine Foods, Inc. et al. | ||||
Loss Contingencies [Line Items] | ||||
Damages sought | $ 5,000 |
Related Party Transaction (Deta
Related Party Transaction (Details) | Jul. 20, 2018USD ($) |
Related Party Transactions [Abstract] | |
Fees reimbursed | $ 750,000 |
Quarterly Financial Data (Sched
Quarterly Financial Data (Schedule of Quarterly Financial Data) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
May 30, 2020 | Feb. 29, 2020 | Nov. 30, 2019 | Aug. 31, 2019 | Jun. 01, 2019 | Mar. 02, 2019 | Dec. 01, 2018 | Sep. 01, 2018 | May 30, 2020 | Jun. 01, 2019 | Jun. 02, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Net sales | $ 453,333 | $ 345,588 | $ 311,522 | $ 241,166 | $ 280,572 | $ 383,993 | $ 356,040 | $ 340,583 | $ 1,351,609 | $ 1,361,188 | $ 1,502,932 |
Gross profit (loss) | 121,510 | 49,828 | 29,375 | (21,125) | 12,755 | 82,441 | 70,535 | 57,128 | 179,588 | 222,859 | 361,046 |
Net income attributable to Cal-Maine Foods, Inc. | $ 60,463 | $ 13,749 | $ (10,061) | $ (45,760) | $ (19,761) | $ 39,777 | $ 21,807 | $ 12,406 | $ 18,391 | $ 54,229 | $ 125,932 |
Earnings Per Share [Abstract] | |||||||||||
Basic (in dollars per share) | $ 1.25 | $ 0.28 | $ (0.21) | $ (0.94) | $ (0.41) | $ 0.82 | $ 0.45 | $ 0.26 | $ 0.38 | $ 1.12 | $ 2.60 |
Diluted (in dollars per share) | $ 1.24 | $ 0.28 | $ (0.21) | $ (0.94) | $ (0.41) | $ 0.82 | $ 0.45 | $ 0.26 | $ 0.38 | $ 1.12 | $ 2.60 |
Operating income | $ 76,092 | $ 5,212 | $ (16,565) | $ (63,470) | $ (30,420) | $ 38,190 | $ 25,334 | $ 12,677 | $ 1,269 | $ 45,781 | $ 100,507 |
Net income | $ 60,464 | $ 13,771 | $ (10,186) | $ (45,721) | $ (19,552) | $ 39,865 | $ 22,006 | $ 12,743 | $ 18,328 | $ 55,062 | $ 126,196 |
Schedule II - Valuation and Q_2
Schedule II - Valuation and Qualifying Accounts (Details) - Allowance for doubtful accounts - USD ($) $ in Thousands | 12 Months Ended | ||
May 30, 2020 | Jun. 01, 2019 | Jun. 02, 2018 | |
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Period | $ 206 | $ 268 | $ 386 |
Charged to Cost and Expense | 550 | 42 | 10 |
Write-off of Accounts | 13 | 104 | 128 |
Balance at End of Period | $ 743 | $ 206 | $ 268 |