A. | Full title of the plan and the address of the plan, if different from that of the issuer named below: |
B. | Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: |
Page | |
REPORT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 2 |
FINANCIAL STATEMENTS: | |
Statement of Net Assets Available for Benefits | 3 |
Statement of Changes in Net Assets Available for Benefits | 4 |
Notes to the Financial Statements | 5 - 9 |
SUPPLEMENTAL SCHEDULE: | |
Form 5500, Schedule H, Line 4i – Schedule of Assets (Held at End of Year) as of December 31, 2016 | 10 – 11 |
SIGNATURE | 12 |
2016 | 2015 | ||||||
Assets | |||||||
Investments, at fair value | $ | 146,788,044 | $ | 150,495,044 | |||
Notes receivable from participants | 3,429,996 | 3,101,378 | |||||
Net assets available for benefits | $ | 150,218,040 | $ | 153,596,422 |
2016 | 2015 | ||||||
Additions | |||||||
Investment income | |||||||
Interest and dividend income | |||||||
Interest | $ | 12,444 | $ | 10,101 | |||
Dividends | 3,731,024 | 6,129,020 | |||||
Total interest and dividend income | 3,743,468 | 6,139,121 | |||||
Net change in fair value of investments | (3,126,402 | ) | 17,073,447 | ||||
Total investment income | 617,066 | 23,212,568 | |||||
Interest income on notes receivable from participants | 134,977 | 121,818 | |||||
Contributions | |||||||
Employer contributions | 2,888,281 | 2,586,529 | |||||
Participant contributions | 2,542,170 | 2,308,988 | |||||
Rollover | 1,027,136 | 763,603 | |||||
Total contributions | 6,457,587 | 5,659,120 | |||||
Transfer from Delta Egg Farm, LLC 401(k) Plan | — | 489,879 | |||||
Total additions | 7,209,630 | 29,483,385 | |||||
Deductions | |||||||
Benefits paid to participants | 10,505,932 | 10,845,554 | |||||
Administrative expenses | 82,080 | 129,600 | |||||
Total deductions | 10,588,012 | 10,975,154 | |||||
Net increase in net assets available for benefits | (3,378,382 | ) | 18,508,231 | ||||
Net assets available for benefits - beginning of year | 153,596,422 | 135,088,191 | |||||
Net assets available for benefits - end of year | $ | 150,218,040 | $ | 153,596,422 |
1. | Summary of Significant Plan Provisions |
a. | General – The Plan covers substantially all employees of Cal-Maine Foods, Inc. and its subsidiaries (collectively, the “Company”). It is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). Effective January 1, 2015, the Delta Egg Farm, LLC 401(k) Plan was merged with the Plan. |
b. | Eligibility – Each employee, except leased employees, collective bargaining employees, contract employees, and employees of independent contractors shall become eligible to participate in the Plan on the entry date next following or coinciding with the employee attaining 21 years of age and one year of service during which the employee accrues 1,000 hours or more of service. Entry dates are January 1, April 1, July 1 and October 1. |
c. | Contributions – Participants may contribute a portion of pretax annual compensation, as defined by the Plan Document. Participants who have attained age 50 before the end of the Plan year are eligible to make catch-up contributions. Participant may also contribute amounts representing distributions from other qualified defined benefit or defined contribution plans (rollovers). The Company made safe harbor nonelective contributions equal to 3% of compensation during the years ended December 31, 2016 and 2015. These contributions are initially invested in Cal-Maine Foods, Inc. common stock. The Company can also make additional discretionary nonelective contributions. The Company did not make an additional contribution for the years ended December 31, 2016 or 2015. Contributions are subject to certain Internal Revenue Service (“IRS”) limitations. |
d. | Participant accounts – Each participant’s account is credited with the participant contributions and an allocation of (a) the Company’s contributions, (b) Plan earnings/losses, and is charged with applicable withdrawals and an allocation of administrative expenses. Allocations are based on the participant’s compensation, contributions or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account. |
e. | Vesting – Participants are vested immediately in their contributions and Company safe harbor contributions plus actual earnings thereon. |
f. | Investment options – Participants may direct the investment of their interest in the Plan into the investment options offered under the Plan. Participants may change their investment selections at any time via internet or direct phone access to the SunTrust Benefits Service Center. |
g. | Notes receivable from participants – Participants may borrow from their accounts a minimum of $1,000 up to a maximum of the lesser of $50,000 or 50% of the vested interest in their account balance. Note terms range from one to five years or up to 15 years if for the purchase of a primary residence. The notes are secured by the balance in the participant’s account and bear interest at a rate determined by the Plan Administrative Committee equivalent to that charged by major financial institutions in the community. Principal and interest is paid ratably through weekly or biweekly payroll deductions. |
h. | Payment of benefits – Benefits are generally payable on termination, retirement, death or disability. If the participant’s vested balance is $1,000 or less, it will be automatically distributed. In-service withdrawals are allowed from all participant accounts if the participant has attained age 59½, at any time from a participant’s rollover account, or once a year from a participant’s non-safe harbor Company stock account and non-elective deferral Company Stock Account for participants with five or more years of participation. |
i. | Voting rights of stock – Each participant shall have the right to direct the committee or trustee as to the manner in which whole and partial shares of the Company’s stock allocated to their accounts as of the record date are to be voted in each matter brought before an annual or special shareholders’ meeting. |
j. | Termination of the Plan – Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. |
2. | Summary of Significant Accounting Policies |
a. | Basis of accounting – The accompanying financial statements are prepared under the accrual method of accounting in accordance with accounting principles generally accepted in the United States of America. |
b. | Estimates – The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and changes therein, and disclosure of contingent assets and liabilities. Accordingly, actual results may differ from those estimates. |
c. | Investment valuation and income recognition – Investments are reported at fair value. See Note 3 for a discussion of fair value measurements. |
d. | Notes receivable from participants – Notes receivable from participants are measured at their unpaid principal balance plus any accrued, but unpaid, interest. Delinquent notes receivable from participants are recorded as a distribution based upon the terms of the Plan documents. |
e. | Payment of benefits – Benefits are recorded when paid. |
f. | Administrative expenses – Certain administrative and recordkeeping fees are paid by the Plan, unless otherwise paid by the Company. Expenses that are paid by the Company are excluded from these financial statements. |
g. | Subsequent event – Effective January 1, 2017 the Plan was amended to allow automatic enrollment. Each employee who satisfies the eligibility requirements and whose initial entry date to become a participant occurs on or after January 1, 2017 shall automatically be deemed to have made an automatic deferral of 3% unless the employee makes a contrary election. |
3. | Fair Value Measurements |
Level 1 | Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Plan has the ability to access. |
Level 2 | Inputs to the valuation methodology include: |
• | quoted prices for similar assets or liabilities in active markets; |
• | quoted prices for identical or similar assets or liabilities in inactive markets; |
• | inputs other than quoted prices that are observable for the asset or liability; and |
• | inputs that are derived principally from or corroborated by observable market data by correlation or other means. |
Level 3 | Inputs to the valuation methodology are unobservable and significant to the fair value measurement. |
Level 1 | Level 2 | Level 3 | Total | ||||||||||||
December 31, 2016 | |||||||||||||||
Cal-Maine Foods, Inc. common stock | $ | 103,157,183 | $ | — | $ | — | $ | 103,157,183 | |||||||
Interest-bearing cash | 6,328,574 | — | — | 6,328,574 | |||||||||||
Mutual funds | 35,844,649 | — | — | 35,844,649 | |||||||||||
Total assets in the fair | |||||||||||||||
value hierarchy | $ | 145,330,406 | $ | — | $ | — | 145,330,406 | ||||||||
Investments measured at net asset value* | 1,457,638 | ||||||||||||||
Investment at fair value | $ | 146,788,044 | |||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||
December 31, 2015 | |||||||||||||||
Cal-Maine Foods, Inc. common stock | $ | 114,706,437 | $ | — | $ | — | $ | 114,706,437 | |||||||
Interest-bearing cash | 5,867,330 | — | — | 5,867,330 | |||||||||||
Money market fund | — | 7,630 | — | 7,630 | |||||||||||
Mutual funds | 28,543,077 | — | — | 28,543,077 | |||||||||||
Total assets in the fair | |||||||||||||||
value hierarchy | $ | 149,116,844 | $ | 7,630 | $ | — | 149,124,474 | ||||||||
Investments measured at net asset value* | 1,370,570 | ||||||||||||||
Investment at fair value | $ | 150,495,044 |
Unfunded | Redemption | Redemption | ||||
Fair Value | Commitments | Frequency | Notice Period | |||
December 31, 2016 | ||||||
Common collective trust fund | $ | 1,457,638 | N/A | Daily | None | |
December 31, 2015 | ||||||
Common collective trust fund | $ | 1,370,570 | N/A | Daily | None |
4. | Tax Status |
5. | Parties-in-Interest Transactions |
Description of investment including | ||||||||
Identity of issue, borrower, | maturity date, rate of interest, | Current | ||||||
(a) | (b) | lessor or similar party | (c) | collateral, par or maturity value | (e) value | |||
Interest-bearing cash | ||||||||
* | SunTrust Bank | FDIC Insured Account | $ | 6,328,574 | ||||
Common collective trust funds | ||||||||
Federated Investors | Capital Preservation Fund | 1,457,638 | ||||||
Mutual funds | ||||||||
Blackrock | Inflation Protected Bond | 1,010,801 | ||||||
Goldman Sachs | Large-Cap Value Institutional | 3,456,514 | ||||||
Goldman Sachs | US Equity Insights | 2,146,238 | ||||||
Vanguard | Small Cap Index | 338,912 | ||||||
Vanguard | Mid Cap Index | 323,332 | ||||||
Vanguard | 500 Index Fund | 4,303,072 | ||||||
Vanguard | Developed Markets Index Admiral | 1,906,288 | ||||||
Janus | Triton I | 1,923,506 | ||||||
MFS Family of Funds | Massachusetts Investors Growth Stock R6 | 954,589 | ||||||
MFS Family of Funds | Total Return Bond R6 | 2,523,154 | ||||||
MFS Family of Funds | Total Return Fund R6 | 2,054,365 | ||||||
Nicholas | Equity Income I | 1,778,603 | ||||||
T. Rowe Price | Retirement I 2010 Fund I Class | 1,492,253 | ||||||
T. Rowe Price | Retirement I 2020 Fund I Class | 3,868,972 | ||||||
T. Rowe Price | Retirement I 2030 Fund I Class | 5,009,895 | ||||||
T. Rowe Price | Retirement I 2040 Fund I Class | 2,321,751 | ||||||
T. Rowe Price | Retirement I 2050 Fund I Class | 432,404 | ||||||
Total mutual funds | 35,844,649 | |||||||
* Party-in-interest | ||||||||
Column (d) not applicable for participant directed investments. | ||||||||
See independent auditor's report. |
Description of investment including | ||||||||
Identity of issue, borrower, | maturity date, rate of interest, | Current | ||||||
(a) | (b) | lessor or similar party | (c) | collateral, par or maturity value | (e) value | |||
Common stock | ||||||||
* | Cal-Maine Foods, Inc. | 2,335,194 shares of common stock, | ||||||
$.01 par value | $ | 103,157,183 | ||||||
* | Participant loans | Interest rates from 3.25% to 4.50% with | ||||||
maturity dates from February 2017 | ||||||||
through September 2031 | 3,429,996 | |||||||
Total | $ | 150,218,040 | ||||||
* Party-in-interest | ||||||||
Column (d) not applicable for participant directed investments. | ||||||||
See independent auditor's report. |
Date: | June 29, 2017 | /s/ Jim Golden | ||
Jim Golden | ||||
Director of Human Resources | ||||
Exhibit Number | Description | |
23 | Consent of Independent Registered Public Accounting Firm |