What changed in this filing

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Item 1. Financial Statements

2021-12-28 compared with 2021-09-28 · 330 added, 191 removed, 692 unchanged (43% of the section changed)

4 unchanged sentences

(in thousands, except for par value amounts)

August 28, 2021

November 27, 2021

Current assets:

32 unchanged sentences

Common stock in treasury at cost –

shares at August 28, 2021 and

at May 29, 2021

shares at November 27, 2021 and

shares at May 29, 2021

Total Cal-Maine Foods,

stockholders’ equity

Noncontrolling interest in consolidated entity

Total stockholders’

6 unchanged sentences

Thirteen Weeks

August 28, 2021

August 29, 2020

Twenty-six Weeks

Cost of sales

1 unchanged sentence

(Gain) loss on disposal of fixed assets

Operating loss

Operating income (loss)

Other income (expense):

1 unchanged sentence

Royalty income

Equity income (loss) of unconsolidated entities

Loss before income taxes

Income tax benefit

Net loss per common share:

Equity income of unconsolidated entities

Total other income, net

Income (loss) before income taxes

Income tax (benefit) expense

Net income (loss)

Loss attributable to noncontrolling interest

Net income (loss) attributable to Cal-Maine Foods,

Net income (loss) per common share:

Weighted average

4 unchanged sentences

Condensed Consolidated Statements of

Comprehensive Loss

Comprehensive Income (Loss)

(in thousands)

Thirteen Weeks

August 28, 2021

August 29, 2020

Twenty-six Weeks

Net income (loss)

Other comprehensive income (loss), before tax:

Unrealized holding gain (loss) on available-for-sale securities, net

of reclassification

Income tax benefit (expense) related to items of other comprehensive income

Unrealized holding gain (loss) on available-for-sale

securities, net of reclassification adjustments

Income tax benefit (expense) related to items of other

comprehensive income

Other comprehensive income (loss), net of tax

Comprehensive loss

Comprehensive income (loss)

Comprehensive loss attributable to the

noncontrolling interest

Comprehensive income (loss) attributable to Cal-Maine

See Notes to Condensed Consolidated Financial Statements.

3 unchanged sentences

(in thousands)

Thirteen Weeks

August 28, 2021

August 29, 2020

Operating activities:

Twenty-six Weeks

November 27, 2021

November 28, 2020

Cash flows from operating activities:

Depreciation and amortization

2 unchanged sentences

Net cash used in operations

Investing activities:

Cash flows from investing activities:

Purchases of investment securities

7 unchanged sentences

Net cash used in investing activities

Financing activities:

Cash flows from financing activities:

Purchase of common stock by treasury

Principal payments on finance lease

Contributions

Net cash used in financing activities

23 unchanged sentences

periods are not necessarily indicative of operating results for the entire fiscal

The Company's fiscal

the Saturday closest

Each of the three-month

periods ended on

August 28, 2021

and August 29, 2020 included 13 weeks.

The Company's

the three-month

ended on November 27, 2021 and November 28, 2020 included

13 weeks and 26 weeks, respectively.

Use of Estimates

31 unchanged sentences

conditions to assess

any expected cre

losses through allowance

for credit losses,

limited to the

amount that fair value

was less than the

amortized cost basis.

basis for realized gains and

losses on available-for-sale securities is

determined by the specific identification

classified as

“Other long-term

the Company’s

Condensed Consolidated

Balance Sheets.

any expected credit

losses through

the allowance

losses, limited

to the amount

that fair value

was less than

the amortized

available-for-sale

identification

Gains and losses are recognized in other income

(expenses) as Other, net in the Company's

Condensed Consolidated Statements

Consolidated Balance Sheets.

Trade Receivables

Trade receivables

are stated at their

carrying values, which

include a reserve for

credit losses.

28, 2021 and May

2021, reserves for credit losses were

thousand and $

thousand, respectively.

The Company extends credit to

minimizes exposure

credit analysis

and approvals,

credit limits,

and monitoring

In determining

are stated at

their carrying values,

which include a

reserve for credit

respectively.

customers based on

an evaluation of

each customer's financial

condition and credit

Collateral is generally

not required.

credit losses,

expected loss based on historical loss information adjusted as needed for economic

and other forward-looking factors.

forward-looking

Business Combinations

2 unchanged sentences

purchase price

non-financial

account the remaining estimated life of the assets acquired and what management

non-financial assets acquired is determined internally.

Our internal valuation methodology for non-financial assets considers the

remaining estimated life of the assets acquired and what management

believes is the market value for those assets.

8 unchanged sentences

cumulative effect

adjustment to

retained earnings

the beginning

the period of

5 unchanged sentences

thousand cumulative increase to retained earnings at May 31, 2020.

Note 2 – Acquisitions

Note 2 – Acquisition

LLC (“Red River”),

including certain

the acquisition, the

entity became a

including certain liabilities.

As a result of

the acquisition, Red River

became a wholly owned

subsidiary of

6 unchanged sentences

acres near Bogata, Texas.

finalization of

the Company’s

valuation, the

following table

summarizes the

consideration paid

the amounts of the assets acquired and liabilities assumed recognized at

the acquisition date:

consideration

assumed recognized at the acquisition date:

Cash consideration paid

Fair value of the Company's equity interest in Red River held before the business combination

Recognized amounts of identifiable assets acquired and

liabilities assumed

Accounts receivables, net

Recognized amounts of identifiable assets acquired and liabilities assumed

Accounts receivable, net

Property, plant and equipment

2 unchanged sentences

Total identifiable

accounts receivables

acquired along

with liabilities

their carrying

accounts receivable

liabilities assumed

carrying value

which approximates

fair value due to the short maturity of these instruments.

Inventory consisted

flock and feed

and property,

plant and equipment

the cost approach.

Inventory consisted primarily

feed ingredients,

packaging, and egg

Flock inventory was

valued at carrying

value as management believes

that their carrying value

best approximates their fair

Feed ingredients, packaging

inventory were all valued based on market prices as of May 30, 2021.

equipment were

valued utilizing

approach which

on replacement

or reproduction

the assets and subtracting any depreciation resulting from physical deterioration

and/or functional or economic obsolescence.

held before the business combination.

4 unchanged sentences

acquisition of

million which

million decrease

expense related

outside-basis of

million, which includes a $

million decrease in deferred income

tax expense related to the outside-basis

of our equity

corresponding

14 unchanged sentences

The following represents the Company’s

investment securities as of August 28, 2021 and May 29, 2021 (in

August 28, 2021

investment securities as of November 27, 2021 and May 29, 2021

(in thousands):

November 27, 2021

Municipal bonds

1 unchanged sentence

Corporate bonds

Certificates of deposits

Asset backed securities

18 unchanged sentences

million during

ended November

respectively.

August 28, 2021 and August 29, 2020 were $

thousand and $

thousand, respectively.

Gross realized losses for the thirteen

weeks ended August

28, 2021 were

gross realized losses

for the thirteen

weeks ended August

allowances for credit losses at August 28, 2021 and May 29, 2021.

Gross realized

twenty-six weeks

ended November

allowances for

credit losses

Actual maturities

2 unchanged sentences

borrowers have

call or prepay

obligations with

prepay obligations

without penalties.

Contractual maturities of current investments at August

Contractual maturities of current investments at November

27, 2021 are as follows (in thousands):

1 unchanged sentence

Within one year

ended August 28, 2021.

Gross realized gains for

the thirteen weeks ended

August 28, 2021 were

investment securities

realized losses

the thirteen weeks ended August 28, 2021 and August 29, 2020.

ended November

realized losses for the twenty-six

weeks ended November 27, 2021.

sales of noncurrent

investment securities during the twenty-six weeks ended November

Note 4 - Fair Value

19 unchanged sentences

Inputs other than quoted prices that are observable for the asset or liability

Inputs derived principally from or corroborated by other observable market

Inputs derived principally from or corroborated by other observable

- Unobservable inputs for the asset or liability that are

12 unchanged sentences

on a Recurring Basis

liabilities measured at fair value on a recurring basis as of August 28, 2021 and May 29,

liabilities measured at fair value on a recurring basis as of November 27, 2021 and May

29, 2021 (in thousands):

August 28, 2021

November 27, 2021

Municipal bonds

1 unchanged sentence

Corporate bonds

Certificates of deposits

Asset backed securities

15 unchanged sentences

Note 5 - Inventories

Inventories consisted of the following as of August 28, 2021 and May 29,

2021 (in thousands):

August 28, 2021

Inventories consisted of the following as of November 27, 2021

and May 29, 2021 (in thousands):

November 27, 2021

Flocks, net of amortization

1 unchanged sentence

Feed and supplies

breeders (male

chickens used

production flocks).

28, 2021 consisted of approximately

November 27, 2021 consisted of approximately

million pullets and breeders and

35 unchanged sentences

basis computed from the

first quarter

losses to be recovered before payment of a dividend was $

recent quarter

cumulative losses to be recovered before payment of a dividend was $

computation in the following table (in thousands, except per share data):

Thirteen Weeks

August 28, 2021

August 29, 2020

Cumulative losses to be recovered prior to payment of divided at beginning

Twenty-six Weeks

Net income (loss)

Cumulative losses to be recovered prior to

payment of divided at beginning of period

Net income available for dividend

1/3 of net income attributable to Cal-Maine Foods, Inc.

1/3 of net income attributable to Cal-Maine

available for dividend

8 unchanged sentences

outstanding (shares).

Note 7 – Credit Facility

“Administrative

Credit Facility

incremental senior

one or more times the revolving commitments under the Revolver.

As of November 27, 2021,

amounts were borrowed under

the Credit Facility and $

million in standby letters of credit were issued under the Credit Facility.

reserve adjusted

which Eurodollar

interbank market

interest period

a fluctuating

Administrative

Agent, and (c) the Eurodollar Rate for

an interest period of

% per annum, subject to certain interest

Capitalization

quarterly pricing

Company will pay

a commitment fee

on the unused

portion of the

Credit Facility

payable quarterly

Capitalization

quarterly pricing date.

The Credit Agreement contains customary provisions

regarding replacement of the Eurodollar Rate.

future wholly

“Guarantors”), and

first-priority perfected

security interest

in substantially

the Company’s

(including farm products) and deposit accounts maintained with the Administrative

the incurrence

incurrence of

additional debt,

other fundamental

corporate changes

and investments.

requires maintenance

financial covenants:

maximum Total

to Capitalization

no greater than

and (ii) a requirement

to maintain Minimum Tangible

at all times of $

Additionally,

the Credit Agreement

requires that Fred

spouse, natural children,

sons-in-law or grandchildren,

guardianship, conservatorship

or custodianship

for the primary

benefit of any

of the foregoing,

or any family

partnership, similar limited liability

company or other entity

% of the voting control

of such entity is held

by any of the

foregoing, shall maintain

% of the Company's

voting stock.

to satisfy any of

these covenants will constitute

default under the terms of

the Credit Agreement.

under the terms of the Credit

Agreement, payment of dividends under

payment of other

dividends or repurchases

by the Company

of its capital stock

is allowed, as long

as after giving

effect to such

repurchases no

is continuing

equivalents of

Company and its subsidiaries plus availability under the Credit Facility equals

Agreement also

includes customary

customary remedies

occurrence of

default, including acceleration

of the amounts due

under the Credit Facility

and foreclosure of

the collateral securing

At November 27, 2021, we were in compliance with the covenant requirements of

the Credit Facility.

Note 8 - Equity

The following reflects equity activity for the thirteen weeks ended

August 28, 2021 and August 29, 2020 (in thousands):

Thirteen Weeks Ended August

The following reflects

equity activity for

the thirteen and

twenty-six weeks ended

November 27, 2021

and November 28,

(in thousands):

Thirteen Weeks

Ended November 27, 2021

Cal-Maine Foods, Inc.

Balance at May 29, 2021

Noncontrolling

Balance at August 28,

Other comprehensive

loss, net of tax

Stock compensation

plan transactions

Contributions

Net income (loss)

Balance at November

Thirteen Weeks

Ended November 28, 2020

Cal-Maine Foods, Inc.

Balance at August 29, 2020

Other comprehensive loss, net of tax

Stock compensation plan

Balance at August 28, 2021

Thirteen Weeks Ended August

Contributions

Balance at November 28, 2020

Twenty-six Weeks

Ended November 27, 2021

Cal-Maine Foods, Inc.

Noncontrolling

Balance at May 29,

Impact of ASC 326, see

Other comprehensive

loss, net of tax

Stock compensation

plan transactions

Contributions

Balance at November

Twenty-six Weeks

Ended November 28, 2020

Cal-Maine Foods, Inc.

Balance at May 30, 2020

Impact of ASC 326

Balance at May 31 2020

Other comprehensive income, net of

Stock compensation plan

Balance at August 29, 2020

Note 8 - Net Loss per Common Share

Basic net loss per

share is based on

the weighted average

Common Stock and

Class A Common

Contributions

Balance at November 28, 2020

Note 9 - Net Income (Loss) per Common Share

income (loss)

weighted average

Stock outstanding.

income per share

Diluted net income

weighted-average common

shares outstanding

during the relevant

period adjusted

for the dilutive

relevant period

share-based awards.

2 unchanged sentences

antidilutive due

first quarters of fiscal 2022 and 2021, respectively.

These shares were not included in the diluted net loss per share calculation.

losses for the first twenty-six weeks of fiscal 2022

and 2021, respectively.

shares were not included in the diluted net loss

per share calculation.

reconciliation

1 unchanged sentence

Thirteen Weeks

August 28, 2021

August 29, 2020

Twenty-six Weeks

Net income (loss)

Loss attributable to noncontrolling

Net income (loss) attributable to Cal-

Maine Foods, Inc.

Weighted-average

common shares outstanding, basic

common shares

outstanding, basic

Effect of dilutive restricted shares

Weighted-average

common shares outstanding, diluted

Net loss per common share attributable to Cal-Maine Foods, Inc.

common shares

outstanding, diluted

Net income (loss) per common share

attributable to Cal-Maine Foods, Inc.

Note 10 - Revenue Recognition

46 unchanged sentences

offers (e.g.,

future discounts

future discounts subject

current purchase),

6 unchanged sentences

Current discount

‘‘Net sales.’’

Disaggregation of Revenue

2 unchanged sentences

Thirteen Weeks

August 28, 2021

August 29, 2020

Twenty-six Weeks

November 27, 2021

November 28, 2020

November 27, 2021

November 28, 2020

Conventional shell egg sales

5 unchanged sentences

the amortization

amortized over

Contract Balances

The Company receives payment from customers based on specified terms that are

generally less than 30 days from

There are rarely

contract assets or liabilities related to performance under the contract.

receives payment

customers based

are generally

There are rarely contract assets or liabilities related to performance under

the contract.

Note 11 - Leases

3 unchanged sentences

finance lease

in Cost of sales, Selling general and administrative expense, and Interest

income, net in the Condensed Consolidated Statements

in Cost of sales, Selling general and administrative expense, and

Interest income, net in the Condensed Consolidated Statements

of Operations.

1 unchanged sentence

of the following (in thousands):

13 Weeks Ended

August 28, 2021

Thirteen Weeks

Twenty-six Weeks

November 27, 2021

Operating lease cost

3 unchanged sentences

Short term lease cost

Future minimum lease payments under non-cancelable leases are as follows (in

As of August 28, 2021

Future minimum lease payments under non-cancelable leases are as follows

(in thousands):

As of November 27, 2021

Operating Leases

4 unchanged sentences

Balance Sheet are as follows:

As of August 28, 2021

As of November 27, 2021

Operating Leases

8 unchanged sentences

million and $

thousand for the thirteen weeks ended August 28, 2021 and

August 29, 2020,

respectively.

million for the twenty-six weeks

ended November 27, 2021

and November 28, 2020, respectively.

stock outstanding

Restated 2012 Omnibus Long-Term

Incentive Plan at August 28, 2021 of $

million will be recorded over a weighted average

Supplementary

average period of

Refer to Part

Notes to Consolidated

Financial Statements and

Supplementary Data, Note

Stock Compensation Plans in our 2021 Annual Report for further information

1 unchanged sentence

The Company’s restricted share activity

for the thirteen weeks ended August 28, 2021 follows:

for the twenty-six weeks ended November 27, 2021 follows:

Average Grant

1 unchanged sentence

Outstanding, May 29, 2021

Outstanding, August 28, 2021

Outstanding, November 27, 2021

Note 13 - Commitments and Contingencies

Financial Instruments

maintained standby

credit ("LOC")

the Company's Revolving Credit

outstanding LOCs are for

the benefit of certain

insurance companies, and are

recorded as a liability on the consolidated balance sheets.

50 unchanged sentences

defendants filed

subsequently filed

related proceedings

15 unchanged sentences

defendants dismissing

case without prejudice.

2021, plaintiffs

final judgement

Kraft Foods Global, Inc.

85 unchanged sentences

Inc., Cargill, Inc.

affiliate, George’s,

its affiliate, George’s,

its affiliate,

14 unchanged sentences

began, Cal-Maine

purchased 100%

of the membership

Benton County

membership interests

commercial shell

46 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements