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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
(mark one)
☑ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended February 29, 2020
OR
☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from ____________ to ____________
Commission File Number: 000-38695
CAL-MAINE FOODS, INC.
(Exact name of registrant as specified in its charter)
| | | | | | | | |
Delaware | | 64-0500378 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S Employer Identification No.) |
3320 Woodrow Wilson Avenue, Jackson, Mississippi 39209
(Address of principal executive offices) (Zip Code)
(601) 948-6813
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | | | | | | | |
Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Common Stock, $0.01 par value per share | | CALM | | The NASDAQ Global Select Market |
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| | | | | | | | | | | | | | |
Large Accelerated filer | ☑ | | Accelerated filer | ☐ |
| | | | |
Non – Accelerated filer | ☐ | | Smaller reporting company | ☐ |
| | | | |
| | | Emerging growth company | ☐ |
| | | | |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act
| | | | ☐ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☑
There were 43,973,764 shares of Common Stock, $0.01 par value, and 4,800,000 shares of Class A Common Stock, $0.01 par value, outstanding as of March 30, 2020.
CAL-MAINE FOODS, INC. AND SUBSIDIARIES
FORM 10-Q
INDEX
FOR THE QUARTER ENDED FEBRUARY 29, 2020
| | | | | | | | | | | | | | | | | |
| | | | | Page Number |
Part I. | | | | | |
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| Item 1. | | | | |
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| Item 2. | | | | |
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| Item 3. | | | | |
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| Item 4. | | | | |
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Part II. | | | | | |
| | | | | |
| Item 1. | | | | |
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| Item 1A. | | | | |
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| Item 2. | | | | |
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| Item 6. | | | | |
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CAL-MAINE FOODS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except for par value amounts)
| | | | | | | | | | | | | | |
| | February 29, 2020 | | June 1, 2019 |
ASSETS | | (unaudited) | | |
Current assets: | | | | |
Cash and cash equivalents | | $ | 67,753 | | | $ | 69,247 | |
Investment securities available-for-sale | | 80,863 | | | 250,181 | |
Trade and other receivables (less allowance for doubtful accounts of | | | | |
$825 and $206 at February 29, 2020 and June 1, 2019, respectively) | | 100,962 | | | 71,760 | |
Inventories | | 191,421 | | | 172,237 | |
Prepaid expenses and other current assets | | 4,371 | | | 4,328 | |
Total current assets | | 445,370 | | | 567,753 | |
Property, plant & equipment, net | | 542,996 | | | 455,347 | |
Finance lease right-of-use asset, net | | 717 | | | 947 | |
Operating lease right-of-use asset, net | | 2,726 | | | — | |
Investments in unconsolidated entities | | 61,981 | | | 67,554 | |
Goodwill | | 35,525 | | | 35,525 | |
Intangible assets, net | | 23,576 | | | 23,762 | |
Other long-term assets | | 4,138 | | | 5,390 | |
TOTAL ASSETS | | $ | 1,117,029 | | | $ | 1,156,278 | |
LIABILITIES AND STOCKHOLDERS' EQUITY | | | | |
Current liabilities: | | | | |
Accounts payable and accrued expenses | | $ | 88,658 | | | $ | 73,211 | |
Current maturities of long-term debt | | — | | | 1,500 | |
Current portion of finance lease obligation | | 203 | | | 196 | |
Current portion of operating lease obligation | | 799 | | | — | |
Total current liabilities | | 89,660 | | | 74,907 | |
Long-term finance lease obligation | | 705 | | | 858 | |
Long-term operating lease obligation | | 1,927 | | | — | |
Other noncurrent liabilities | | 7,724 | | | 8,110 | |
Deferred income taxes | | 68,981 | | | 82,597 | |
Total liabilities | | 168,997 | | | 166,472 | |
Commitments and contingencies - see Note 12 | | | | |
Stockholders’ equity: | | | | |
Common stock, $0.01 par value, 120,000 authorized and 70,261 shares issued at | | | | |
February 29, 2020 and June 1, 2019, respectively, and 43,974 and 43,895 | | | | |
shares outstanding at February 29, 2020 and June 1, 2019, respectively | | 703 | | | 703 | |
Class A convertible common stock, $0.01 par value, 4,800 shares authorized, | | | | |
issued and outstanding at February 29, 2020 and June 1, 2019 | | 48 | | | 48 | |
Paid-in capital | | 59,435 | | | 56,857 | |
Retained earnings | | 914,234 | | | 954,527 | |
Accumulated other comprehensive income (loss),net of tax | | (298) | | | 355 | |
Common stock in treasury at cost – 26,287 and 26,366 shares at | | | | |
February 29, 2020 and June 1, 2019 | | (26,674) | | | (25,866) | |
Total Cal-Maine Foods, Inc. stockholders’ equity | | 947,448 | | | 986,624 | |
Noncontrolling interest in consolidated entities | | 584 | | | 3,182 | |
Total stockholders’ equity | | 948,032 | | | 989,806 | |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | | $ | 1,117,029 | | | $ | 1,156,278 | |
See Notes to Condensed Consolidated Financial Statements.
CAL-MAINE FOODS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 13 Weeks Ended | | | | 39 Weeks Ended | | |
| | February 29, 2020 | | March 2, 2019 | | February 29, 2020 | | March 2, 2019 |
Net sales | | $ | 345,588 | | | $ | 383,992 | | | $ | 898,276 | | | $ | 1,080,616 | |
Cost of sales | | 295,760 | | | 301,551 | | | 840,198 | | | 870,511 | |
Gross profit | | 49,828 | | | 82,441 | | | 58,078 | | | 210,105 | |
Selling, general and administrative | | 44,231 | | | 45,009 | | | 132,434 | | | 134,750 | |
| | | | | | | | |
(Gain) loss on disposal of fixed assets | | 385 | | | (758) | | | 467 | | | (847) | |
Operating income (loss) | | 5,212 | | | 38,190 | | | (74,823) | | | 76,202 | |
Other income (expense): | | | | | | | | |
Interest income, net | | 803 | | | 1,986 | | | 3,628 | | | 5,459 | |
Royalty income | | 414 | | | 565 | | | 1,173 | | | 1,784 | |
Patronage dividends | | 10,096 | | | 10,482 | | | 10,096 | | | 10,482 | |
Equity in income of unconsolidated entities | | 1,445 | | | 2,111 | | | 537 | | | 4,449 | |
Other, net | | 79 | | | 147 | | | 1,897 | | | 372 | |
Total other income, net | | 12,837 | | | 15,291 | | | 17,331 | | | 22,546 | |
| | | | | | | | |
Income (loss) before income taxes and noncontrolling interest | | 18,049 | | | 53,481 | | | (57,492) | | | 98,748 | |
Income tax (benefit) expense | | 4,278 | | | 13,616 | | | (15,356) | | | 24,134 | |
Net income (loss) before noncontrolling interest | | 13,771 | | | 39,865 | | | (42,136) | | | 74,614 | |
Less: Income (loss) attributable to noncontrolling interest | | 22 | | | 88 | | | (64) | | | 625 | |
Net income (loss) attributable to Cal-Maine Foods, Inc. | | $ | 13,749 | | | $ | 39,777 | | | $ | (42,072) | | | $ | 73,989 | |
| | | | | | | | |
Net income (loss) per common share attributable to Cal-Maine Foods, Inc.: | | | | | | | | |
Basic | | $ | 0.28 | | | $ | 0.82 | | | $ | (0.87) | | | $ | 1.53 | |
Diluted | | $ | 0.28 | | | $ | 0.82 | | | $ | (0.87) | | | $ | 1.52 | |
Weighted average shares outstanding: | | | | | | | | |
Basic | | 48,473 | | | 48,417 | | | 48,455 | | | 48,416 | |
Diluted | | 48,588 | | | 48,533 | | | 48,455 | | | 48,545 | |
See Notes to Condensed Consolidated Financial Statements.
CAL-MAINE FOODS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in thousands)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 13 Weeks Ended | | | | 39 Weeks Ended | | |
| | February 29, 2020 | | March 2, 2019 | | February 29, 2020 | | March 2, 2019 |
Net income (loss), including noncontrolling interests | | $ | 13,771 | | | $ | 39,865 | | | $ | (42,136) | | | $ | 74,614 | |
Other comprehensive income (loss), before tax: | | | | | | | | |
Unrealized holding gain (loss) on available-for-sale securities, net of reclassification adjustments | | (38) | | | 1,217 | | | (863) | | | 967 | |
Income tax (benefit) expense related to items of other comprehensive income | | 9 | | | (296) | | | 210 | | | (235) | |
Other comprehensive income (loss), net of tax | | (29) | | | 921 | | | (653) | | | 732 | |
Comprehensive income (loss) | | 13,742 | | | 40,786 | | | (42,789) | | | 75,346 | |
Less: comprehensive income (loss) attributable to the noncontrolling interest | | 22 | | | 88 | | | (64) | | | 625 | |
Comprehensive income (loss) attributable to Cal-Maine Foods, Inc. | | $ | 13,720 | | | $ | 40,698 | | | $ | (42,725) | | | $ | 74,721 | |
See Notes to Condensed Consolidated Financial Statements.
CAL-MAINE FOODS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
| | | | | | | | | | | | | | |
| | 39 Weeks Ended | | |
| | February 29, 2020 | | March 2, 2019 |
Operating activities: | | | | |
Net income (loss) including noncontrolling interest | | $ | (42,136) | | | $ | 74,614 | |
Depreciation and amortization | | 42,911 | | | 40,857 | |
Impairment loss on property, plant & equipment | | 2,919 | | | — | |
Other adjustments, net | | (40,148) | | | (20,863) | |
Net cash provided by (used in) operations | | (36,454) | | | 94,608 | |
| | | | |
Investing activities: | | | | |
Purchases of investment securities | | (12,100) | | | (122,191) | |
Sales and maturities of investment securities | | 181,533 | | | 160,190 | |
Investment in unconsolidated entities | | — | | | (4,272) | |
Distributions from unconsolidated entities | | 6,114 | | | 6,545 | |
Acquisition of business | | (44,515) | | | (17,889) | |
Purchases of property, plant and equipment | | (94,600) | | | (36,841) | |
Net proceeds from disposal of property, plant and equipment | | 1,839 | | | 1,212 | |
Net cash provided by (used in) investing activities | | 38,271 | | | (13,246) | |
| | | | |
Financing activities: | | | | |
Purchase of common stock by treasury | | (910) | | | (985) | |
Distributions to noncontrolling interests | | (755) | | | — | |
Principal payments on long-term debt | | (1,500) | | | (2,969) | |
Principal payments on finance lease | | (146) | | | — | |
Payment of dividends | | — | | | (28,469) | |
Net cash used in financing activities | | (3,311) | | | (32,423) | |
| | | | |
Net change in cash and cash equivalents | | (1,494) | | | 48,939 | |
| | | | |
Cash and cash equivalents at beginning of period | | 69,247 | | | 48,431 | |
Cash and cash equivalents at end of period | | $ | 67,753 | | | $ | 97,370 | |
| | | | |
Supplemental Information: | | | | |
Cash paid for operating leases | | $ | 635 | | | $ | — | |
Interest paid | | $ | 77 | | | $ | 115 | |
See Notes to Condensed Consolidated Financial Statements.
CAL-MAINE FOODS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
February 29, 2020
(unaudited)
Note 1 - Summary of Significant Accounting Policies
Basis of Presentation
The unaudited condensed consolidated financial statements of Cal-Maine Foods, Inc. and its subsidiaries (the "Company," "we," "us," "our") have been prepared in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Therefore, they do not include all of the information and footnotes required by generally accepted accounting principles (GAAP) in the United States of America for complete financial statements and should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended June 1, 2019. These statements reflect all adjustments that are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented and, in the opinion of management, consist of adjustments of a normal recurring nature. Operating results for the interim periods are not necessarily indicative of operating results for the entire fiscal year.
Fiscal Year
The Company's fiscal year-end is on the Saturday nearest May 31. Each of the three-month periods and year-to-date periods ended on February 29, 2020 and March 2, 2019 included 13 and 39 weeks, respectively.
Use of Estimates
The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that effect the amounts reported in the condensed consolidated financial statements and accompanying notes. Actual results could differ from those estimates.
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 Condensed 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 to ten years. To the extent our corporate and field office contracts include
renewal options, we evaluate whether we are reasonably certain to exercise those options on a contract by contract basis based on expected future office space needs.
Trucks
We assumed several non-cancelable operating leases for trucks from a prior acquisition. The initial terms on these leases ranged from five to seven years. We do not intend to exercise renewal options beyond the initial term.
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.
Recently Adopted Accounting Standards
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 operations.
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. See Note 6 for additional information.
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.
Note 2 - Acquisition
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, including a potential post-closing payment of $1 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, and a distribution warehouse located in Gordonville, Texas. Mahard owned equity interests in the Company's majority owned subsidiary, Texas Egg Products, LLC (TEP). As a result of the acquisition, the Company now owns 93.2% of TEP. 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.
Pending the finalization of the Company's valuation, the following table summarizes the preliminary 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 | |
Deferred purchase price | | (1,000) | |
Cash consideration paid at closing | | $ | 44,515 | |
Subsequent to February 29, 2020, the Company paid the $1 million deferred purchase price.
Note 3 - Inventories
Inventories consisted of the following (in thousands):
| | | | | | | | | | | | | | |
| | February 29, 2020 | | June 1, 2019 |
Flocks, net of amortization | | $ | 111,275 | | | $ | 105,536 | |
Eggs and egg products | | 18,117 | | | 14,318 | |
Feed and supplies | | 62,029 | | | 52,383 | |
| | $ | 191,421 | | | $ | 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 February 29, 2020 consisted of approximately 9.9 million pullets and breeders and 40.1 million layers.
Note 4 - Investment Securities
The following represents the Company’s investment securities as of February 29, 2020 and June 1, 2019 (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
February 29, 2020 | | Amortized Cost | | Unrealized Gains | | Unrealized Losses | | Estimated Fair Value | |
| | | | | | | | | |
Municipal bonds | | $ | 18,862 | | | $ | 134 | | | $ | — | | | $ | 18,996 | | |
| | | | | | | | | |
Corporate bonds | | 59,329 | | | 329 | | | — | | | 59,658 | | |
Certificates of deposits | | 1,003 | | | — | | | 2 | | | 1,001 | | |
Asset backed securities | | 1,196 | | | 12 | | | — | | | 1,208 | | |
Total current investment securities | | $ | 80,390 | | | $ | 475 | | | $ | 2 | | | $ | 80,863 | | |
| | | | | | | | | |
Mutual funds | | $ | 1,994 | | | $ | 661 | | | $ | — | | | $ | 2,655 | | |
Total noncurrent investment securities | | $ | 1,994 | | | $ | 661 | | | $ | — | | | $ | 2,655 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
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 sales and maturities of investment securities available-for-sale were $181.5 million and $160.2 million during the thirty-nine weeks ended February 29, 2020 and March 2, 2019, respectively. Gross realized gains for the thirty-nine weeks ended February 29, 2020 and March 2, 2019 were $246,000 and $7,000, respectively. Gross realized losses for the thirty-nine weeks ended February 29, 2020 and March 2, 2019 were $7,000 and $35,000, 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 as some borrowers have the right to call or prepay obligations with or without penalties. Contractual maturities of current investments at February 29, 2020, are as follows (in thousands):
| | | | | | | | |
| | Estimated Fair Value |
Within one year | | $ | 67,854 | |
1-5 years | | 13,009 | |
Total | | $ | 80,863 | |
Noncurrent
The mutual funds are classified as “Other long-term assets” in the Company’s Condensed Consolidated Balance Sheets. Gains and losses are recognized in other income (expenses) as Other, net in the Company's Condensed Consolidated Statements of Operations.
Proceeds from sales and maturities of noncurrent investment securities were $1.2 million and $84,000 during the thirty-nine weeks ended February 29, 2020 and March 2, 2019, respectively. Gross realized gains for the thirty-nine weeks ended February 29, 2020 and March 2, 2019 were $611,000 and $48,000, respectively. There were no realized losses for the thirty-nine weeks ended February 29, 2020 and March 2, 2019. For purposes of determining gross realized gains and losses, the cost of securities sold is based on the specific identification method.
Note 5 - Fair Value Measurements
The Company is required to categorize both financial and nonfinancial assets and liabilities based on the following fair value hierarchy. The fair value of an asset is the price at which the asset could be sold in an orderly transaction between unrelated, knowledgeable, and willing parties able to engage in the transaction. A liability’s fair value is defined as the amount that would be paid to transfer the liability to a new obligor in a transaction between such parties, not the amount that would be paid to settle the liability with the creditor.
•Level 1 - Quoted prices in active markets for identical assets or liabilities
•Level 2 - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly
•Level 3 - Unobservable inputs for the asset or liability that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities
The disclosures of fair value of certain financial assets and liabilities that are recorded at cost are as follows:
Cash and cash equivalents: The carrying amount approximates fair value due to the short maturity of these instruments.
Long-term debt: The carrying value of the Company’s long-term debt is at its stated value. We have not elected to carry our long-term debt at fair value. Fair values for debt are based on quoted market prices or published forward interest rate curves, which are level 2 inputs. The fair value and carrying value of the Company’s borrowings under its long-term debt were as follows (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | February 29, 2020 | | | | June 1, 2019 | | |
| | Carrying Value | | Fair Value | | Carrying Value | | Fair Value |
Liabilities | | | | | | | | |
Note payable | | $ | — | | | $ | — | | | $ | 1,500 | | | $ | 1,501 | |
Finance lease obligations | | 908 | | | 823 | | | 1,054 | | | 940 | |
Total liabilities measured at fair value | | $ | 908 | | | $ | 823 | | | $ | 2,554 | | | $ | 2,441 | |
Assets and Liabilities Measured at Fair Value on a Recurring Basis
In accordance with the fair value hierarchy described above, the following table shows the fair value of financial assets and liabilities measured at fair value on a recurring basis as of February 29, 2020 and June 1, 2019 (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Total |
February 29, 2020 | | Level 1 | | Level 2 | | Level 3 | | Balance |
Assets | | | | | | | | |
| | | | | | | | |
Municipal bonds | | $ | — | | | $ | 18,996 | | | $ | — | | | $ | 18,996 | |
| | | | | | | | |
Corporate bonds | | — | | | 59,658 | | | — | | | 59,658 | |
Certificates of deposits | | — | | | 1,001 | | | — | | | 1,001 | |
Asset backed securities | | — | | | 1,208 | | | — | | | 1,208 | |
Mutual funds | | 2,655 | | | — | | | — | | | 2,655 | |
Total assets measured at fair value | | $ | 2,655 | | | $ | 80,863 | | | $ | — | | | $ | 83,518 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
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 | |
Investment securities – available-for-sale have maturities of three months or longer when purchased, and are classified as current, because they are available for current operations. Observable inputs for these securities are yields, credit risks, default rates, and volatility.
Note 6 - 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 Condensed Consolidated Statements of Operations. The Company’s lease cost consists of the following (in thousands):
| | | | | | | | | | | | | | |
| | 13 Weeks Ended February 29, 2020 | | 39 Weeks Ended February 29, 2020 |
Operating Lease cost | | $ | 237 | | | $ | 635 | |
Finance Lease cost | | | | |
Amortization of right-of-use asset | | $ | 38 | | | $ | 115 | |
Interest on lease obligations | | $ | 10 | | | $ | 33 | |
Short term lease cost | | $ | 921 | | | $ | 2,649 | |
Future minimum lease payments under non-cancelable leases are as follows (in thousands):
| | | | | | | | | | | | | | |
| | As of February 29, 2020 | | |
| | Operating Leases | | Finance Leases |
Remainder fiscal 2020 | | $ | 235 | | | $ | 60 | |
2021 | | 930 | | | 239 | |
2022 | | 806 | | | 239 | |
2023 | | 919 | | | 239 | |
2024 | | 130 | | | 219 | |
Thereafter | | 31 | | | — | |
Total | | 3,051 | | | 996 | |
Less imputed interest | | (325) | | | (88) | |
Total | | $ | 2,726 | | | $ | 908 | |
The weighted-average remaining lease term and discount rate for lease liabilities included in our Condensed Consolidated Balance Sheet are as follows:
| | | | | | | | | | | | | | |
| | As of February 29, 2020 | | |
| | Operating Leases | | Finance Leases |
Weighted-average remaining lease term (years) | | 3.7 | | 3.8 |
Weighted-average discount rate | | 5.9 | % | | 4.9 | % |
Note 7 - 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 third quarter of fiscal 2020, the amount of cumulative losses to be recovered before payment of a dividend was $61.9 million.
On our condensed consolidated statement of operations, we determine dividends per common share in accordance with the computation in the following table (in thousands, except per share data):
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 13 Weeks Ended | | | | 39 Weeks Ended | | |
| | February 29, 2020 | | March 2, 2019 | | February 29, 2020 | | March 2, 2019 |
Net income (loss) attributable to Cal-Maine Foods, Inc. available for dividend | | $ | 13,749 | | | $ | 39,777 | | | $ | (42,072) | | | $ | 73,989 | |
| | | | | | | | |
1/3 of net income attributable to Cal-Maine Foods, Inc. available for dividend | | $ | — | | | $ | 13,245 | | | $ | — | | | $ | 24,626 | |
| | | | | | | | |
Common stock outstanding (shares) | | 43,974 | | | 43,895 | | | | | | | |
Class A common stock outstanding (shares) | | 4,800 | | | 4,800 | | | | | | | |
Total common stock outstanding (shares) | | 48,774 | | | 48,695 | | | | | | | |
| | | | | | | | |
Dividends per common share* | | $ | — | | | $ | 0.272 | | | $ | — | | | $ | 0.506 | |
*Dividends per common share = 1/3 of Net income (loss) attributable to Cal-Maine Foods, Inc. available for dividend ÷ Total common stock outstanding (shares).
Note 8 - Equity
The following reflects the equity activity, including our noncontrolling interest, for the thirteen weeks ended February 29, 2020 and March 2, 2019 (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Thirteen Weeks Ended February 29, 2020 | | | | | | | | | | | | | | |
| | Cal-Maine Foods, Inc. Stockholders | | | | | | | | | | | | | | |
|