Certification
Pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934,
As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Adolphus B. Baker, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Cal-Maine Foods, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
/s/ Adolphus B. Baker |
|
Adolphus B. Baker |
|
Chief Executive Officer and Chairman of the Board |
|
Date: |
September 28, 2021 |
1
Certification
Pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934,
As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Max P. Bowman, certify that
1. I have reviewed this Quarterly Report on Form 10-Q of Cal-Maine Foods, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
/s/ Max P. Bowman |
|
Max P. Bowman |
|
Vice President and Chief Financial Officer |
|
Date: |
September 28, 2021 |
1
Certifications Pursuant to 18 U.S.C. §1350,
As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Solely for the purposes of complying with 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, we, the undersigned Chief Executive Officer and Chief Financial Officer of Cal-Maine Foods, Inc. (the “Company”), hereby certify, based on our knowledge, that the Quarterly Report on Form 10-Q of the Company for the quarter ended August 28, 2021 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ Adolphus B. Baker |
|
Adolphus B. Baker |
|
Chief Executive Officer and Chairman of the Board |
|
|
|
|
|
/s/ Max P. Bowman |
|
Max P. Bowman |
|
Vice President and Chief Financial Officer |
|
|
|
Date: |
September 28, 2021 |
1
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares |
Aug. 28, 2021 |
May 29, 2021 |
---|---|---|
Common stock in treasury (in shares) | 26,203 | 26,202 |
Common Stock [Member] | ||
Common stock, par value per share (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 120,000,000 | 120,000,000 |
Common stock, shares issued (in shares) | 70,261,000 | 70,261,000 |
Class A Convertible Common Stock [Member] | ||
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 |
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands |
3 Months Ended | |
---|---|---|
Aug. 28, 2021 |
Aug. 29, 2020 |
|
Condensed Consolidated Statements of Operations [Abstract] | ||
Net sales | $ 331,704 | $ 292,782 |
Cost of sales | 325,059 | 276,017 |
Gross profit | 6,645 | 16,765 |
Selling, general and administrative | 46,525 | 43,965 |
(Gain) loss on disposal of fixed assets | (213) | 23 |
Operating loss | (39,667) | (27,223) |
Other income (expense): | ||
Interest income, net | 232 | 925 |
Royalty income | 273 | 305 |
Equity income (loss) of unconsolidated entities | 135 | (44) |
Other, net | 5,163 | 512 |
Total other income, net | 5,803 | 1,698 |
Loss before income taxes | (33,864) | (25,525) |
Income tax benefit | (15,838) | (6,126) |
Net loss | $ (18,026) | $ (19,399) |
Net loss per common share: | ||
Basic (in dollars per share) | $ (0.37) | $ (0.40) |
Diluted (in dollars per share) | $ (0.37) | $ (0.40) |
Weighted average shares outstanding: | ||
Basic (in shares) | 48,858 | 48,501 |
Diluted (in shares) | 48,858 | 48,501 |
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands |
3 Months Ended | |
---|---|---|
Aug. 28, 2021 |
Aug. 29, 2020 |
|
Condensed Consolidated Statements of Comprehensive Loss [Abstract] | ||
Net loss | $ (18,026) | $ (19,399) |
Other comprehensive income (loss), before tax: | ||
Unrealized holding gain (loss) on available-for-sale securities, net of reclassification adjustments | (224) | 468 |
Income tax benefit (expense) related to items of other comprehensive income | 54 | (114) |
Other comprehensive income (loss), net of tax | (170) | 354 |
Comprehensive loss | $ (18,196) | $ (19,045) |
Summary of Significant Accounting Policies |
3 Months Ended |
---|---|
Aug. 28, 2021 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Cal-Maine Foods, Inc. and Subsidiaries Notes to Condensed Consolidated Financial Statements (unaudited) Note 1 - Summary of Significant Accounting Policies Basis of Presentation The "we," Therefore, they United Report adjustments that are, in and, periods are not necessarily indicative of operating results for the entire fiscal Fiscal Year The Company's fiscal and August 29, 2020 included 13 weeks. Use of Estimates The preparation of the assumptions could differ from those estimates. The severity, changing periods in response to COVID-19. Investment Securities Our investment 320”). restrictions current, because the with unrealized changes to losses through allowance basis for realized gains and losses Operations. Investments Balance Sheets. Trade Receivables Trade receivables 2021, reserves for credit losses were 583 795 based Company procedures. expected loss based on historical loss information adjusted as needed for economic Business Combinations The acquisitions. non-financial account the remaining estimated life of the assets acquired and what management Change in Accounting Principle Effective intended instruments held by financial institutions and other organizations. an “expected based guidance on the period of risk “expected guidance and recorded a $ 422 |
Acquisitions |
3 Months Ended |
---|---|
Aug. 28, 2021 | |
Acquisitions [Abstract] | |
Acquisitions | Note 2 – Acquisitions Effective 50 % LLC (“Red River”) the Company. 1.7 laying located on approximately 400 Pending the the amounts of the assets acquired and liabilities assumed recognized at Cash consideration paid $ 48,500 Fair value of the Company's equity interest in Red River held before the business combination 48,500 $ 97,000 Recognized amounts of identifiable assets acquired and Cash $ 3,677 Accounts receivables, net 1,980 Inventory 8,789 Property, plant and equipment 85,002 Liabilities assumed (2,448) Deferred income taxes (8,481) Total identifiable 88,519 Goodwill 8,481 $ 97,000 Cash and fair value due to the short maturity of these instruments. Inventory consisted the cost approach. The Company 4.5 50 % equity held before the business combination. The gain Company’s of $ 8.3 7.3 investment 954,000 non-taxable recorded a $ 8.5 The recognition to be deductible for income tax purposes. |
Investment Securities |
3 Months Ended |
---|---|
Aug. 28, 2021 | |
Investments Securities [Abstract] | |
Investment Securities | Note 3 - Investment Securities The following represents the Company’s August 28, 2021 Amortized Cost Unrealized Gains Unrealized Losses Estimated Fair Value Municipal bonds $ 16,828 $ 102 $ — $ 16,930 Commercial paper 1,999 — — 1,999 Corporate bonds 45,545 334 — 45,879 Certificates of deposits — — — — Asset backed securities 8,865 — 7 8,858 Total current $ 73,237 $ 436 $ 7 $ 73,666 Mutual funds $ 2,306 $ 1,810 $ — $ 4,116 Total noncurrent $ 2,306 $ 1,810 $ — $ 4,116 May 29, 2021 Amortized Cost Unrealized Gains Unrealized Losses Estimated Fair Value Municipal bonds $ 16,424 $ 56 $ — $ 16,480 Commercial paper 1,998 — — 1,998 Corporate bonds 80,092 608 — 80,700 Certificates of deposits 1,077 — 1 1,076 Asset backed securities 11,914 — 10 11,904 Total current $ 111,505 $ 664 $ 11 $ 112,158 Mutual funds $ 2,306 $ 1,810 $ — $ 4,116 Total noncurrent $ 2,306 $ 1,810 $ — $ 4,116 Available-for-sale Proceeds from 39.4 28.2 thirteen August 28, 2021 and August 29, 2020 were $ 127 28 weeks ended August 60 no 2020. There were no Actual maturities without penalties. Contractual maturities of current investments at August Estimated Fair Value Within one year $ 30,395 1-5 years 43,271 Total $ 73,666 Noncurrent Proceeds 385 ended August 28, 2021. 130 no sales of no the thirteen weeks ended August 28, 2021 and August 29, 2020. |
Fair Value Measurements |
3 Months Ended |
---|---|
Aug. 28, 2021 | |
Fair Value Measurements [Abstract] | |
Fair Value Measurements | Note 4 - Fair Value The Company hierarchy. The knowledgeable, and willing be settle the liability with the creditor. • Level 1 • Level 2 directly or indirectly, ◦ 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 • Level 3 significant to the fair value of the assets or liabilities The disclosures of fair value of certain financial assets and liabilities that are recorded Cash and cash equivalents, accounts receivable, short maturity of these instruments. Lease obligations: Assets and Liabilities Measured at Fair In liabilities measured at fair value on a recurring basis as of August 28, 2021 and May 29, August 28, 2021 Level 1 Level 2 Level 3 Balance Assets Municipal bonds $ — $ 16,930 $ — $ 16,930 Commercial paper — 1,999 — 1,999 Corporate bonds — 45,879 — 45,879 Certificates of deposits — — — — Asset backed securities — 8,858 — 8,858 Mutual funds 4,116 — — 4,116 Total assets measured at fair $ 4,116 $ 73,666 $ — $ 77,782 May 29, 2021 Level 1 Level 2 Level 3 Balance Assets Municipal bonds $ — $ 16,480 $ — $ 16,480 Commercial paper — 1,998 — 1,998 Corporate bonds — 80,700 — 80,700 Certificates of deposits — 1,076 — 1,076 Asset backed securities — 11,904 — 11,904 Mutual funds 4,116 — — 4,116 Total assets measured at fair $ 4,116 $ 112,158 $ — $ 116,274 Investment when purchased. We Observable inputs for these securities are yields, credit risks, default rates, and volatility. |
Inventories |
3 Months Ended |
---|---|
Aug. 28, 2021 | |
Inventories [Abstract] | |
Inventories | Note 5 - Inventories Inventories consisted of the following as of August 28, 2021 and May 29, August 28, 2021 May 29, 2021 Flocks, net of amortization $ 139,870 $ 123,860 Eggs and egg products 20,869 21,084 Feed and supplies 65,731 73,431 $ 226,470 $ 218,375 We breeders (male 28, 2021 consisted of approximately 10.3 40.8 |
Accrued Dividends Payable And Dividends per Common Share |
3 Months Ended |
---|---|
Aug. 28, 2021 | |
Accrued Dividends Payable And Dividends Per Common Share [Abstract] | |
Accrued Dividends Payable And Dividends Per Common Share | Note 6 - Accrued Dividends Payable and Dividends per Common We The Company quarter for in an amount following the to shareholders of record on the 65th day after the Following a quarter for which the Company does not report net income not pay a dividend date of losses to be recovered before payment of a dividend was $ 22.3 On computation in the following table (in thousands, except per share data): Thirteen Weeks August 28, 2021 August 29, 2020 Net loss $ (18,026) $ (19,399) Cumulative losses to be recovered prior to payment of divided at beginning (4,244) (1,370) Net income available for dividend $ — $ — 1/3 of net income attributable to Cal-Maine Foods, Inc. available for dividend — Common stock outstanding (shares) 44,057 Class A common stock outstanding (shares) 4,800 Total common stock 48,857 *Dividends per common share outstanding (shares). |
Equity |
3 Months Ended |
---|---|
Aug. 28, 2021 | |
Equity [Abstract] | |
Equity | Note 7 - Equity The following reflects equity activity for the thirteen weeks ended Thirteen Weeks Ended August Cal-Maine Foods, Inc. Stockholders Common Stock Class A Treasury Paid In Accum. Other Retained Amount Amount Amount Capital Comp. Loss Earnings Total Balance at May 29, 2021 $ 703 $ 48 $ (27,433) $ 64,044 $ (558) $ 975,977 $ 1,012,781 Other comprehensive loss, net of tax — — — — (170) — (170) Stock compensation plan transactions — — (18) 1,000 — — 982 Net loss — — — — — (18,026) (18,026) Balance at August 28, 2021 $ 703 $ 48 $ (27,451) $ 65,044 $ (728) $ 957,951 $ 995,567 Thirteen Weeks Ended August Cal-Maine Foods, Inc. Stockholders Common Stock Class A Treasury Paid In Accum. Other Retained Amount Amount Amount Capital Comp. Income Earnings Total Balance at May 30, 2020 $ 703 $ 48 $ (26,674) $ 60,372 $ 79 $ 975,147 $ 1,009,675 Impact of ASC 326, see Note 1 — — — — — 422 422 Balance at May 31, 2020 703 48 (26,674) 60,372 79 975,569 1,010,097 Other comprehensive income, net of tax — — — — 354 — 354 Stock compensation plan transactions — — (2) 895 — — 893 Net loss — — — — — (19,399) (19,399) Balance at August 29, 2020 $ 703 $ 48 $ (26,676) $ 61,267 $ 433 $ 956,170 $ 991,945 |
Net Loss per Common Share |
3 Months Ended |
---|---|
Aug. 28, 2021 | |
Net Loss per Common Share [Abstract] | |
Net Loss per Common Share | Note 8 - Net Loss per Common Share Basic net loss per income per share effect of 131 139 first quarters of fiscal 2022 and 2021, respectively. The income per common share (amounts in thousands, except per share data): Thirteen Weeks August 28, 2021 August 29, 2020 Numerator Net loss $ (18,026) $ (19,399) Denominator Weighted-average 48,858 48,501 Effect of dilutive restricted shares — — Weighted-average 48,858 48,501 Net loss per common share attributable to Cal-Maine Foods, Inc. Basic $ (0.37) $ (0.40) Diluted $ (0.37) $ (0.40) |
Revenue Recognition |
3 Months Ended |
---|---|
Aug. 28, 2021 | |
Revenue Recognition [Abstract] | |
Revenue Recognition | Note 9 - Revenue Recognition Satisfaction of Performance Obligation Most of the Pricing for the contract for that order. Revenues are shell eggs our upon satisfaction customer agreeing upon the order. Returns and Refunds Some of our contracts customer is unable data corresponding reduction in trade accounts receivable. Sales Incentives Provided to Customers The discount offers a minimum reduction reduction historical ‘‘Net Disaggregation of Revenue The following table provides revenue disaggregated by product category Thirteen Weeks August 28, 2021 August 29, 2020 Conventional shell egg sales $ 182,549 $ 155,384 Specialty shell egg sales 138,657 129,245 Egg products 9,366 6,705 Other 1,132 1,448 $ 331,704 $ 292,782 Contract Costs The Company can incur costs to one year, and immaterial. Contract Balances The Company receives payment from customers based on specified terms that are delivery. There are rarely |
Leases |
3 Months Ended |
---|---|
Aug. 28, 2021 | |
Leases [Abstract] | |
Leases | Note 10 - Leases Expenses related in Cost of sales, Selling general and administrative expense, and Interest of Operations. The Company’s lease cost consists 13 Weeks Ended Operating Lease cost $ 217 Finance Lease cost Amortization of right-of-use asset $ 44 Interest on lease obligations $ 7 Short term lease cost $ 1,097 Future minimum lease payments under non-cancelable leases are as follows (in As of August 28, 2021 Operating Leases Finance Leases Remainder fiscal 2022 $ 586 $ 181 2023 539 239 2024 380 217 2025 130 — 2026 26 — 2027 5 — Total 1,666 637 Less imputed interest (133) (37) Total $ 1,533 $ 600 The Balance Sheet are as follows: As of August 28, 2021 Operating Leases Finance Leases Weighted-average 2.7 2.3 Weighted-average 5.9 % 4.9 % |
Stock Based Compensation |
3 Months Ended |
---|---|
Aug. 28, 2021 | |
Stock Based Compensation [Abstract] | |
Stock Based Compensation | Note 11 - Stock Based Compensation Total stock-based 1.0 893 August 29, 2020, Unrecognized Restated 2012 Omnibus Long-Term 5.6 period 1.9 Stock Compensation Plans in our 2021 Annual Report for further information The Company’s restricted share activity Number of Shares Weighted Average Grant Date Fair Value Outstanding, May 29, 2021 302,147 $ 39.37 Vested (1,359) 40.34 Forfeited (730) 37.70 Outstanding, August 28, 2021 300,058 $ 39.37 |
Commitments and Contingencies |
3 Months Ended |
---|---|
Aug. 28, 2021 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | Note 13 - Commitments and Contingencies Financial Instruments The Company 4.1 the Company's Revolving Credit recorded as a liability on the consolidated balance sheets. LEGAL PROCEEDINGS State of Texas On April of Court of violation (“DTPA”). COVID-19 permanent $ 100,000 prejudice. On September First District. The 8, 2021. The to this matter to be remote. Bell et al. v. Cal-Maine Foods et al. On 1:20-cv-461, producers, and farms. Plaintiffs assert that defendants for eggs Plaintiffs seek to enjoin eggs prior 10,000 250,000 each violation motion to motion to judge dismissed without report complaint; case without prejudice. Kraft Foods Global, Inc. et al. v. As previously cases involving plaintiffs who sought remaining plaintiffs The Kellogg Company. On September the MDL No. 2002, to Egg defendants illegally to raise the prices that plaintiffs certain features of producers. The and seek the preparing a final pretrial docket entry, informed status hearing was stricken. No trial schedule has yet been entered by the In addition, dismissing condition or results not yet entered a judgment on the filing. The Company intends to on resolution of management Products Plaintiffs, due to a range of remand; factual issues money damages). State of Oklahoma Watershed Pollution On June 18, against Cal-Maine Foods, Inc. and Inc. and chicken The complaint court. Foods, remediation. Since Foods, LLC, LLC is not a defendant in the litigation. The trial in the case has not yet issued its ruling. Management believes the risk of material loss related Other Matters In addition to outcome of the final outcome should not have a material effect on the Company’s |
Related Party Transaction |
3 Months Ended |
---|---|
Aug. 28, 2021 | |
Related Party Transaction [Abstract] | |
Related Party Transaction | Note 14 - Related Party Transaction On Adams, beneficiaries 6,900,000 Common Stock held by them, pursuant to a previously as an exhibit to our 2021 Annual Report. Mrs. Adams and the offering including the Prospectus each of Common capital legal 1.1 million. Pursuant to the Agreement, the Selling Stockholders reimbursed 551 |
Summary of Significant Accounting Policies (Policy) |
3 Months Ended |
---|---|
Aug. 28, 2021 | |
Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The "we," Therefore, they United Report adjustments that are, in and, periods are not necessarily indicative of operating results for the entire fiscal |
Fiscal Year | Fiscal Year The Company's fiscal and August 29, 2020 included 13 weeks. |
Use of Estimates | Use of Estimates The preparation of the assumptions could differ from those estimates. The severity, changing periods in response to COVID-19. |
Investment Securities | Investment Securities Our investment 320”). restrictions current, because the with unrealized changes to losses through allowance basis for realized gains and losses Operations. Investments Balance Sheets. |
Trade Receivables | Trade Receivables Trade receivables 2021, reserves for credit losses were 583 795 based Company procedures. expected loss based on historical loss information adjusted as needed for economic |
Business Combinations | Business Combinations The acquisitions. non-financial account the remaining estimated life of the assets acquired and what management |
Change in Accounting Principle | Change in Accounting Principle Effective intended instruments held by financial institutions and other organizations. an “expected based guidance on the period of risk “expected guidance and recorded a $ 422 |
Acquisitions (Tables) |
3 Months Ended |
---|---|
Aug. 28, 2021 | |
Acquisitions [Abstract] | |
Allocation of Purchase Price | Cash consideration paid $ 48,500 Fair value of the Company's equity interest in Red River held before the business combination 48,500 $ 97,000 Recognized amounts of identifiable assets acquired and Cash $ 3,677 Accounts receivables, net 1,980 Inventory 8,789 Property, plant and equipment 85,002 Liabilities assumed (2,448) Deferred income taxes (8,481) Total identifiable 88,519 Goodwill 8,481 $ 97,000 |
Investment Securities (Tables) |
3 Months Ended |
---|---|
Aug. 28, 2021 | |
Investments Securities [Abstract] | |
Schedule Of Investment Securities | August 28, 2021 Amortized Cost Unrealized Gains Unrealized Losses Estimated Fair Value Municipal bonds $ 16,828 $ 102 $ — $ 16,930 Commercial paper 1,999 — — 1,999 Corporate bonds 45,545 334 — 45,879 Certificates of deposits — — — — Asset backed securities 8,865 — 7 8,858 Total current $ 73,237 $ 436 $ 7 $ 73,666 Mutual funds $ 2,306 $ 1,810 $ — $ 4,116 Total noncurrent $ 2,306 $ 1,810 $ — $ 4,116 May 29, 2021 Amortized Cost Unrealized Gains Unrealized Losses Estimated Fair Value Municipal bonds $ 16,424 $ 56 $ — $ 16,480 Commercial paper 1,998 — — 1,998 Corporate bonds 80,092 608 — 80,700 Certificates of deposits 1,077 — 1 1,076 Asset backed securities 11,914 — 10 11,904 Total current $ 111,505 $ 664 $ 11 $ 112,158 Mutual funds $ 2,306 $ 1,810 $ — $ 4,116 Total noncurrent $ 2,306 $ 1,810 $ — $ 4,116 |
Schedule Of Contractual Maturities Of Investment Securities | Estimated Fair Value Within one year $ 30,395 1-5 years 43,271 Total $ 73,666 |
Fair Value Measurements (Tables) |
3 Months Ended |
---|---|
Aug. 28, 2021 | |
Fair Value Measurements [Abstract] | |
Schedule Of Assets Measured At Fair Value On A Recurring Basis | August 28, 2021 Level 1 Level 2 Level 3 Balance Assets Municipal bonds $ — $ 16,930 $ — $ 16,930 Commercial paper — 1,999 — 1,999 Corporate bonds — 45,879 — 45,879 Certificates of deposits — — — — Asset backed securities — 8,858 — 8,858 Mutual funds 4,116 — — 4,116 Total assets measured at fair $ 4,116 $ 73,666 $ — $ 77,782 May 29, 2021 Level 1 Level 2 Level 3 Balance Assets Municipal bonds $ — $ 16,480 $ — $ 16,480 Commercial paper — 1,998 — 1,998 Corporate bonds — 80,700 — 80,700 Certificates of deposits — 1,076 — 1,076 Asset backed securities — 11,904 — 11,904 Mutual funds 4,116 — — 4,116 Total assets measured at fair $ 4,116 $ 112,158 $ — $ 116,274 |
Inventories (Tables) |
3 Months Ended |
---|---|
Aug. 28, 2021 | |
Inventories [Abstract] | |
Schedule of Inventories | August 28, 2021 May 29, 2021 Flocks, net of amortization $ 139,870 $ 123,860 Eggs and egg products 20,869 21,084 Feed and supplies 65,731 73,431 $ 226,470 $ 218,375 |
Accrued Dividends Payable And Dividends per Common Share (Tables) |
3 Months Ended |
---|---|
Aug. 28, 2021 | |
Accrued Dividends Payable And Dividends Per Common Share [Abstract] | |
Schedule of Dividends | Thirteen Weeks August 28, 2021 August 29, 2020 Net loss $ (18,026) $ (19,399) Cumulative losses to be recovered prior to payment of divided at beginning (4,244) (1,370) Net income available for dividend $ — $ — 1/3 of net income attributable to Cal-Maine Foods, Inc. available for dividend — Common stock outstanding (shares) 44,057 Class A common stock outstanding (shares) 4,800 Total common stock 48,857 *Dividends per common share outstanding (shares). |
Equity (Tables) |
3 Months Ended |
---|---|
Aug. 28, 2021 | |
Equity [Abstract] | |
Schedule of Statement of Stockholders' Equity Activities, Including Noncontrolling Interest | Thirteen Weeks Ended August Cal-Maine Foods, Inc. Stockholders Common Stock Class A Treasury Paid In Accum. Other Retained Amount Amount Amount Capital Comp. Loss Earnings Total Balance at May 29, 2021 $ 703 $ 48 $ (27,433) $ 64,044 $ (558) $ 975,977 $ 1,012,781 Other comprehensive loss, net of tax — — — — (170) — (170) Stock compensation plan transactions — — (18) 1,000 — — 982 Net loss — — — — — (18,026) (18,026) Balance at August 28, 2021 $ 703 $ 48 $ (27,451) $ 65,044 $ (728) $ 957,951 $ 995,567 Thirteen Weeks Ended August Cal-Maine Foods, Inc. Stockholders Common Stock Class A Treasury Paid In Accum. Other Retained Amount Amount Amount Capital Comp. Income Earnings Total Balance at May 30, 2020 $ 703 $ 48 $ (26,674) $ 60,372 $ 79 $ 975,147 $ 1,009,675 Impact of ASC 326, see Note 1 — — — — — 422 422 Balance at May 31, 2020 703 48 (26,674) 60,372 79 975,569 1,010,097 Other comprehensive income, net of tax — — — — 354 — 354 Stock compensation plan transactions — — (2) 895 — — 893 Net loss — — — — — (19,399) (19,399) Balance at August 29, 2020 $ 703 $ 48 $ (26,676) $ 61,267 $ 433 $ 956,170 $ 991,945 |
Net Loss per Common Share (Tables) |
3 Months Ended |
---|---|
Aug. 28, 2021 | |
Net Loss per Common Share [Abstract] | |
Computation of Basic and Diluted Net Income Per Share | Thirteen Weeks August 28, 2021 August 29, 2020 Numerator Net loss $ (18,026) $ (19,399) Denominator Weighted-average 48,858 48,501 Effect of dilutive restricted shares — — Weighted-average 48,858 48,501 Net loss per common share attributable to Cal-Maine Foods, Inc. Basic $ (0.37) $ (0.40) Diluted $ (0.37) $ (0.40) |
Revenue Recognition (Tables) |
3 Months Ended |
---|---|
Aug. 28, 2021 | |
Revenue Recognition [Abstract] | |
Disaggregation of Revenue | Thirteen Weeks August 28, 2021 August 29, 2020 Conventional shell egg sales $ 182,549 $ 155,384 Specialty shell egg sales 138,657 129,245 Egg products 9,366 6,705 Other 1,132 1,448 $ 331,704 $ 292,782 |
Leases (Tables) |
3 Months Ended |
---|---|
Aug. 28, 2021 | |
Leases [Abstract] | |
Schedule of Lease Cost | 13 Weeks Ended Operating Lease cost $ 217 Finance Lease cost Amortization of right-of-use asset $ 44 Interest on lease obligations $ 7 Short term lease cost $ 1,097 |
Schedule of Future Minimum Lease Payments | As of August 28, 2021 Operating Leases Finance Leases Remainder fiscal 2022 $ 586 $ 181 2023 539 239 2024 380 217 2025 130 — 2026 26 — 2027 5 — Total 1,666 637 Less imputed interest (133) (37) Total $ 1,533 $ 600 |
Schedule of Weighted-Average Information | As of August 28, 2021 Operating Leases Finance Leases Weighted-average 2.7 2.3 Weighted-average 5.9 % 4.9 % |
Stock Based Compensation (Tables) |
3 Months Ended |
---|---|
Aug. 28, 2021 | |
Stock Based Compensation [Abstract] | |
Summary of Equity Award Activity | Number of Shares Weighted Average Grant Date Fair Value Outstanding, May 29, 2021 302,147 $ 39.37 Vested (1,359) 40.34 Forfeited (730) 37.70 Outstanding, August 28, 2021 300,058 $ 39.37 |
Summary of Significant Accounting Policies (Narrative) (Details) - USD ($) $ in Thousands |
Aug. 28, 2021 |
May 29, 2021 |
Aug. 29, 2020 |
May 30, 2020 |
---|---|---|---|---|
Significant Accounting Policies [Line Items] | ||||
Allowance for doubtful accounts | $ 583 | $ 795 | ||
Stockholders' equity | 995,567 | 1,012,781 | $ 991,945 | $ 1,009,675 |
Retained Earnings [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Stockholders' equity | $ 957,951 | 975,977 | $ 956,170 | $ 975,147 |
Retained Earnings [Member] | Restatement Adjustment [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Stockholders' equity | $ 422 |
Acquisitions (Narrative) (Details) Layers in Millions |
May 30, 2021
USD ($)
a
Layers
|
Aug. 28, 2021
USD ($)
|
May 29, 2021
USD ($)
|
---|---|---|---|
Business Acquisition [Line Items] | |||
Goodwill | $ 44,006,000 | $ 35,525,000 | |
Red River Valley Egg Farm Llc [Member] | |||
Business Acquisition [Line Items] | |||
Business acquisition, percentage of voting interest acquired | 50.00% | ||
Number of laying hens acquired | Layers | 1.7 | ||
Area of land | a | 400 | ||
Goodwill | $ 8,481,000 | ||
Gain on remeasurement of interest held prior to acquisition | 4,500,000 | ||
Ownership percentage | 50.00% | ||
Discrete income tax benefit | 8,300,000 | ||
Reduction of deferred income tax related to outside-basis of equity investment | 7,300,000 | ||
Reduction to income tax expense on remeasurement gain | 954,000 | ||
Deferred tax liability recognized | $ 8,481,000 |
Acquisitions (Allocation of Purchase Price) (Details) - USD ($) $ in Thousands |
May 30, 2021 |
Aug. 28, 2021 |
May 29, 2021 |
---|---|---|---|
Business Acquisition [Line Items] | |||
Goodwill | $ 44,006 | $ 35,525 | |
Red River Valley Egg Farm Llc [Member] | |||
Business Acquisition [Line Items] | |||
Cash consideration paid | $ 48,500 | ||
Fair value of the Company's equity interest in Red River held before the business combination | 48,500 | ||
Business combination, consideration transferred | 97,000 | ||
Cash | 3,677 | ||
Accounts receivable, net | 1,980 | ||
Inventory | 8,789 | ||
Property, plant and equipment | 85,002 | ||
Liabilities assumed | (2,448) | ||
Deferred income taxes | (8,481) | ||
Total identifiable assets, net | 88,519 | ||
Goodwill | 8,481 | ||
Total identifiable assets and goodwill, net | $ 97,000 |
Investment Securities (Narrative) (Details) - USD ($) |
3 Months Ended | ||
---|---|---|---|
Aug. 28, 2021 |
Aug. 29, 2020 |
May 29, 2021 |
|
Investments Securities [Abstract] | |||
Proceeds from sale of available-for-sale securities, current | $ 39,400,000 | $ 28,200,000 | |
Proceeds from sale of available-for-sale securities, noncurrent | 385,000 | 0 | |
Gross realized gains on sales of available-for-sale securities, current | 127,000 | 28,000 | |
Gross realized gains on sales of available-for-sale securities, noncurrent | 130,000 | 0 | |
Gross realized losses on sales of available-for-sale securities, current | 60,000 | $ 0 | |
Allowance for credit losses | $ 0 | $ 0 |
Investment Securities (Schedule of Contractual Maturities of Investment Securities) (Details) - USD ($) $ in Thousands |
Aug. 28, 2021 |
May 29, 2021 |
---|---|---|
Investments Securities [Abstract] | ||
Within one year | $ 30,395 | |
1-5 years | 43,271 | |
Total | $ 73,666 | $ 112,158 |
Inventories (Narrative) (Details) Pellets in Millions, Layers in Millions |
Aug. 28, 2021
Layers
Pellets
|
---|---|
Inventories [Abstract] | |
Pullets and breeders | Pellets | 10.3 |
Layers | Layers | 40.8 |
Inventories (Schedule Of Inventories) (Details) - USD ($) $ in Thousands |
Aug. 28, 2021 |
May 29, 2021 |
---|---|---|
Inventories [Abstract] | ||
Flocks, net of amortization | $ 139,870 | $ 123,860 |
Eggs and egg products | 20,869 | 21,084 |
Feed and supplies | 65,731 | 73,431 |
Total inventories | $ 226,470 | $ 218,375 |
Accrued Dividends Payable And Dividends per Common Share (Narrative) (Details) $ in Millions |
Aug. 28, 2021
USD ($)
|
---|---|
Accrued Dividends Payable And Dividends Per Common Share [Abstract] | |
Cumulative losses to be recovered prior to paying dividend | $ 22.3 |
Accrued Dividends Payable And Dividends per Common Share (Schedule of Dividends) (Details) - USD ($) shares in Thousands, $ in Thousands |
3 Months Ended | |
---|---|---|
Aug. 28, 2021 |
Aug. 29, 2020 |
|
Class of Stock [Line Items] | ||
Net loss | $ (18,026) | $ (19,399) |
Cumulative losses to be recovered prior to payment of divided at beginning of period | (4,244) | (1,370) |
Net income available for dividend | 0 | $ 0 |
1/3 of net income attributable to Cal-Maine Foods, Inc. available for dividend | $ 0 | |
Common stock outstanding (shares) | 48,857 | |
Common Stock [Member] | ||
Class of Stock [Line Items] | ||
Common stock outstanding (shares) | 44,057 | |
Class A Common Stock [Member] | ||
Class of Stock [Line Items] | ||
Common stock outstanding (shares) | 4,800 |
Net Loss per Common Share (Narrative) (Details) - shares shares in Thousands |
3 Months Ended | |
---|---|---|
Aug. 28, 2021 |
Aug. 29, 2020 |
|
Net Loss per Common Share [Abstract] | ||
Antidilutive restricted shares | 131 | 139 |
Net Loss per Common Share (Computation of Basic and Diluted Net Income Per Share) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands |
3 Months Ended | |
---|---|---|
Aug. 28, 2021 |
Aug. 29, 2020 |
|
Net Loss per Common Share [Abstract] | ||
Net loss | $ (18,026) | $ (19,399) |
Denominator | ||
Weighted-average common shares outstanding, basic (in shares) | 48,858 | 48,501 |
Effect of dilutive restricted shares (in shares) | 0 | 0 |
Weighted-average common shares outstanding, diluted (in shares) | 48,858 | 48,501 |
Net income per common share attributable to Cal-Maine Foods, Inc. | ||
Basic (in dollars per share) | $ (0.37) | $ (0.40) |
Diluted (in dollars per share) | $ (0.37) | $ (0.40) |
Revenue Recognition (Disaggregation of Revenue) (Details) - USD ($) $ in Thousands |
3 Months Ended | |
---|---|---|
Aug. 28, 2021 |
Aug. 29, 2020 |
|
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 331,704 | $ 292,782 |
Conventional shell egg sales [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 182,549 | 155,384 |
Specialty shell egg sales [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 138,657 | 129,245 |
Egg products [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 9,366 | 6,705 |
Other [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 1,132 | $ 1,448 |
Leases (Schedule of Lease Cost) (Details) $ in Thousands |
3 Months Ended |
---|---|
Aug. 28, 2021
USD ($)
| |
Leases [Abstract] | |
Operating Lease cost | $ 217 |
Finance Lease cost | |
Amortization of right-of-use asset | 44 |
Interest on lease obligations | 7 |
Short term lease cost | $ 1,097 |
Leases (Schedule of Future Minimum Lease Payments) (Details) $ in Thousands |
Aug. 28, 2021
USD ($)
|
---|---|
Operating Leases | |
Remainder of fiscal 2022 | $ 586 |
2023 | 539 |
2024 | 380 |
2025 | 130 |
2026 | 26 |
2027 | 5 |
Total | 1,666 |
Less imputed interest | (133) |
Total | 1,533 |
Finance Leases | |
Remainder fiscal 2022 | 181 |
2023 | 239 |
2024 | 217 |
2025 | 0 |
2026 | 0 |
2027 | 0 |
Total | 637 |
Less imputed interest | (37) |
Total | $ 600 |
Leases (Schedule of Future Minimum Lease Payments - Additional) (Details) $ in Thousands |
Aug. 28, 2021
USD ($)
|
---|---|
Operating Leases | |
Total | $ 1,666 |
Less imputed interest | (133) |
Total | 1,533 |
Finance Leases | |
Total | 637 |
Less imputed interest | (37) |
Total | $ 600 |
Leases (Schedule of Weighted Average Information) (Details) |
Aug. 28, 2021 |
---|---|
Operating Leases | |
Weighted-average remaining lease term (years) | 2 years 8 months 12 days |
Weighted-average discount rate | 5.90% |
Finance Leases | |
Weighted-average remaining lease term (years) | 2 years 3 months 18 days |
Weighted-average discount rate | 4.90% |
Stock Based Compensation (Narrative) (Details) - USD ($) $ in Millions |
3 Months Ended | |
---|---|---|
Aug. 28, 2021 |
Aug. 29, 2020 |
|
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized compensation expense | $ 5.6 | |
Weighted average period of unrecognized compensation expense | 1 year 10 months 24 days | |
Stock based compensation expense (benefit) | $ 1.0 | $ 893.0 |
Commitments and Contingencies (Narrative) (Details) - USD ($) |
Apr. 30, 2020 |
Apr. 23, 2020 |
Aug. 28, 2021 |
---|---|---|---|
Loss Contingencies [Line Items] | |||
Standby letters of credit | $ 4,100,000 | ||
Pending Litigation | State of Texas v. Cal-Maine Foods, Inc. d/b/a Wharton; and Wharton County Foods, LLC [Member] | |||
Loss Contingencies [Line Items] | |||
Damages sought | $ 100,000 | ||
Pending Litigation | Bell et al. v. Cal-Maine Foods et al. [Member] | Minimum [Member] | |||
Loss Contingencies [Line Items] | |||
Damages sought | $ 10,000 | ||
Pending Litigation | Bell et al. v. Cal-Maine Foods et al. [Member] | Maximum [Member] | |||
Loss Contingencies [Line Items] | |||
Damages sought | $ 250,000 |
Related Party Transaction (Narrative) (Details) - Immediate Family Member Of Management Or Principal Owner [Member] $ in Thousands |
Aug. 24, 2020
USD ($)
shares
|
---|---|
Related Party Transaction [Line Items] | |
Shares issued | shares | 6,900,000 |
Fees paid | $ 1,100 |
Fees reimbursed | $ 551 |
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