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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
Date of Report (Date of Earliest Event Reported):
October 1, 2024
Cal-Maine Foods, Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
001-38695
64-0500378
(State or other jurisdiction of
incorporation)
(Commission File Number)
(IRS Employer Identification No.)
 
 
1052 Highland Colony Pkwy
,
Suite 200
,
Ridgeland
,
MS
39157
(Address of principal executive offices (zip code))
 
601
-
948-6813
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended
 
to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions (see General Instruction A.2 below):
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
Pre-commencement communications pursuant to Rule 14d-2(b) under
 
the Exchange Act (17 CFR 240.14d-2(b))
 
Pre-commencement communications pursuant to Rule 13e-4(c) under
 
the Exchange Act (17 CFR 240.13e-4(c))
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 is an emerging growth company
 
as defined in Rule 405 of the Securities Act of
1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
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 On October 1, 2024, Cal-Maine Foods, Inc. (the “Company”) issued a press release announcing its financial results for the first
Act.
 
 
 
Item 2.02.
 
Results of Operations
quarter ended August 31, 2024. A copy of the Company’s
 
press release is attached hereto as Exhibit 99.1 to this Current Report.
In accordance with General Instruction B.2 of Form 8-K, the information
 
in this Item 2.02 of this Current Report on Form 8-K,
including Exhibit 99.1 hereto, which are furnished herewith pursuant
 
to and relate to this Item 2.02, shall not be deemed "filed"
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended
 
(the "Exchange Act"), or otherwise be subject
to the liabilities of Section 18 of the Exchange Act. The information in
 
this Item 2.02 of this Current Report on Form 8-K and
Exhibit 99.1 hereto shall not be incorporated by reference into any filing
 
or other document filed by the Company with the SEC
pursuant to the Securities Act of 1933, as amended, the rules and regulations of the
 
SEC thereunder, the Exchange Act, or the
rules and regulations of the SEC thereunder except as shall be expressly set forth by
 
specific reference to this Form 8-K in such
filing or document.
Item 9.01.
 
Financial Statements and Exhibits
(d)
 
Exhibits
Exhibit
Number
Description
104
Cover Page Interactive Data File, (embedded within the Inline XBRL document)
SIGNATURES
 
Pursuant to the requirements for the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
CAL-MAINE FOODS, INC.
Date:
October 1, 2024
By:
 
/s/ Max P. Bowman
 
Max P. Bowman
 
Director, Vice President, and Chief Financial Officer Sherman Miller, President and CEO
EX-99.1 5 exhibit991.htm EX-99.1 exhibit991
exhibit991p1i0
 
Exhibit 99.1
-MORE-
Contacts:
Max P. Bowman, Vice President and CFO
(601) 948-6813
CAL-MAINE FOODS REPORTS RESULTS
FOR FIRST QUARTER FISCAL 2025
RIDGELAND, Miss. (October 1,
 
2024) - Cal-Maine Foods,
 
Inc. (NASDAQ: CALM) (“Cal-Maine Foods”
 
or
the “Company”),
 
the largest
 
producer and
 
distributor of
 
fresh shell
 
eggs in
 
the United
 
States, today
 
reported
results for the first quarter of fiscal 2025 (thirteen weeks) ended August 31, 2024.
 
First Quarter Fiscal 2025 Highlights
Quarterly net sales of $785.9 million
Quarterly net income of $150.0 million, or $3.06 per diluted share
Quarterly record for total dozens sold and specialty dozens sold
Cash
 
dividend
 
of
 
approximately
 
$50.0
 
million,
 
or
 
$1.02
 
per
 
share,
 
pursuant
 
to
 
the
 
Company’s
established dividend policy
Overview
Sherman Miller,
 
president and
 
chief
 
executive officer
 
of
 
Cal-Maine Foods,
 
stated,
 
“Our financial
and operating
 
results for
 
the first
 
quarter mark
 
a strong
 
start to
 
fiscal 2025
 
for Cal-Maine
 
Foods. These
results reflect favorable demand for
 
shell eggs during most
 
of the quarter and significantly
 
higher market
prices compared with the
 
first quarter last year.
 
At the same time,
 
the national egg
 
supply has declined due
to the recent
 
outbreaks of highly pathogenic
 
avian influenza (“HPAI”). As
 
of September 1,
 
2024, the total
U.S. hen population fell
 
approximately 4.5% below the
 
five-year average to 307.6
 
million layers. We have
worked hard to increase our production and purchase more
 
eggs from outside suppliers, and our team did
an
 
outstanding
 
job
 
bringing
 
more
 
eggs
 
to
 
the
 
market
 
despite
 
this
 
low-supply
 
environment.
 
Our
 
higher
volumes and sales
 
were supported by
 
the additional production
 
capacity from recent
 
acquisitions as well
as
 
consistent organic
 
growth. Our
 
operations ran
 
well
 
as
 
we
 
continued
 
to
 
extend
 
our
 
market
 
reach
 
and
supply the demands of our valued customers.
 
“We believe
 
that today’s
 
consumers are
 
looking for
 
affordable and
 
nutritious protein
 
options and
that our shell eggs and egg products meet that need. In addition, our ability to offer
 
a diverse product mix
has
 
been
 
a
 
distinct
 
competitive
 
advantage
 
for
 
Cal-Maine
 
Foods.
 
We
 
strive
 
to
 
meet
 
evolving
 
consumer
demand
 
and
 
provide
 
choices
 
that
 
include
 
conventional,
 
cage-free,
 
organic,
 
brown,
 
free-range,
 
pasture-
raised
 
and
 
nutritionally enhanced
 
eggs.
 
We
 
have
 
also
 
expanded
 
our
 
product
 
portfolio
 
to
 
include value-
added egg
 
products through
 
our previous
 
investment in
 
Meadowcreek Foods,
 
LLC for
 
hard-cooked eggs
and our recent strategic investment in Crepini Foods
 
LLC (“Crepini”), a new venture offering egg products
and prepared
 
foods. We
 
have
 
a
 
unique
 
opportunity to
 
leverage
 
the established
 
Crepini brand
 
of
 
quality
products, including
 
egg wraps,
 
protein pancakes,
 
crepes and
 
wrap-ups,
 
and extend
 
our
 
market reach
 
to
major retailers across the country. We believe there are significant
 
opportunities to use our scale and offer
additional choices through value-added egg products to our established
 
customer base.
“Subsequent to
 
the end
 
of the
 
first quarter
 
of fiscal
 
2025, Hurricane
 
Helene made
 
landfall in
 
the
southeastern
 
United
 
States,
 
including
 
areas
 
where
 
Cal-Maine
 
Foods
 
has
 
operations
 
and
 
contract
farmers.
 
We
 
are still
 
evaluating the
 
impact
 
of the
 
storm on
 
our people,
 
birds,
 
facilities and
 
operations;
however, at
 
this time,
 
we believe
 
that all
 
of our
 
employees and
 
contractors are
 
safe and
 
that
 
any loss
 
of
company-owned production assets is minimal and not likely to be material. We are extremely proud of our events.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cal-Maine Foods Reports First Quarter Fiscal 2025 Results
Page 2
October 1, 2024
-MORE-
operating
 
teams
 
in
 
the
 
affected
 
areas
 
as
 
they
 
executed
 
our
 
contingency
 
plans
 
for
 
these
 
severe
 
weather
As always, our top priority is the safety of our employees and the welfare of the birds under our
care. We continue
 
to do all
 
we can to
 
serve our valued
 
customers and expect
 
any service disruption to
 
be
minimal. We are deeply
 
saddened by the destruction
 
in the affected communities
 
and are grateful for
 
the
heroic work of
 
first responders who
 
are dealing with
 
the aftermath of
 
the storm as
 
conditions allow,”
 
added
Miller.
Sales Performance & Operating Highlights
Max Bowman,
 
vice president
 
and chief
 
financial officer
 
of Cal-Maine
 
Foods, added,
 
“For the
 
first
quarter of fiscal 2025,
 
our net sales were
 
$785.9 million compared
 
with $459.3 million
 
for the same
 
period
last year. The higher
 
sales were primarily driven
 
by an increase in
 
the net average selling
 
price of shell eggs
as well as an increase in total dozens sold.
“For the
 
first fiscal
 
quarter, we
 
sold 310.0
 
million dozens
 
shell eggs
 
compared with
 
273.1 million
dozens
 
for
 
the
 
first
 
quarter
 
of
 
fiscal
 
2024.
 
Sales
 
of
 
conventional
 
eggs
 
totaled
 
200.0
 
million
 
dozens,
compared with 181.5 million dozens for the prior-year period, an increase of 10.2%. Specialty egg volumes
were 20.1%
 
higher with
 
110.0 million
 
dozens sold
 
for the
 
first quarter
 
of fiscal
 
2025 compared
 
with 91.6
million dozens sold for the first quarter of fiscal 2024.
“Net income attributable
 
to Cal-Maine Foods for
 
the first quarter of
 
fiscal 2025 was $150.0
 
million,
or $3.06
 
per diluted
 
share, compared
 
with $926,000,
 
or $0.02
 
per diluted
 
share, for
 
the first
 
quarter of
fiscal 2024.
“Overall, our first
 
quarter farm production
 
costs per dozen
 
were 11.7% lower
 
compared to the
 
prior-
year
 
period,
 
primarily
 
due
 
to
 
more
 
favorable
 
commodity
 
pricing
 
for
 
key
 
feed
 
ingredients.
 
For
 
the
 
first
quarter of fiscal
 
2025, feed costs
 
per dozen were
 
down 17.3% compared
 
with the first
 
quarter of fiscal
 
2024.
Our egg
 
purchases and
 
other (including
 
change in
 
inventory) costs
 
increased significantly
 
quarter-over-
quarter, primarily due to higher shell egg prices as well as an increase in dozens purchased due to the loss
of production caused by the HPAI outbreaks at our facilities, described
 
below.
“Current indications
 
for
 
corn
 
supply project
 
an overall
 
better
 
stocks-to-use ratio,
 
implying
 
more
favorable
 
prices
 
in
 
the
 
near
 
term.
 
However,
 
as
 
we
 
continue
 
to
 
face
 
uncertain
 
external
 
forces
 
including
weather patterns and global supply chain disruptions, price volatility could
 
remain,” said Bowman.
 
13 Weeks Ended
August 31, 2024
September 2, 2023
Dozen Eggs Sold (000)
309,979
273,126
Conventional Dozen Eggs Sold (000)
199,989
181,530
Specialty Dozen Eggs Sold (000)
109,990
91,596
Dozen Eggs Produced (000)
266,839
250,365
% Specialty Sales (dozen)
35.5
%
33.5
%
% Specialty Sales (dollars)
34.2
%
47.7
%
Net Average Selling Price (per dozen)
$
2.392
$
1.589
Net Average Selling Price Conventional Eggs (per dozen)
$
2.424
$
1.241
Net Average Selling Price Specialty Eggs (per dozen)
$
2.335
$
2.278
Feed Cost (per dozen)
$
0.494
$
0.597
Cal-Maine Foods Reports First Quarter Fiscal 2025 Results
Page 3
October 1, 2024
-MORE-
HPAI & Table Egg Supply Outlook
Outbreaks of HPAI have continued to occur
 
in U.S. poultry flocks. From the resurgence beginning
in November 2023 until the last
 
reported case in commercial layer hens in July
 
2024, approximately 33.1
million commercial laying hens and pullets have been depopulated.
During the third and fourth quarters of fiscal 2024, Cal-Maine Foods experienced HPAI outbreaks
within Company facilities
 
located in Kansas
 
and Texas, resulting
 
in total depopulation
 
of approximately 3.1
million
 
laying
 
hens
 
and
 
577,000
 
pullets.
 
Both
 
locations
 
have
 
been
 
cleared
 
by
 
the
 
USDA
 
to
 
resume
operations. Repopulation
 
began
 
during first
 
fiscal quarter
 
2025 and
 
is
 
expected to
 
be
 
completed before
calendar year end.
The Company remains
 
dedicated to robust
 
biosecurity programs across its
 
locations; however, no
farm
 
is
 
immune from
 
HPAI.
 
HPAI is
 
currently widespread
 
in
 
the wild
 
bird
 
population worldwide.
 
The
extent of
 
possible future
 
outbreaks, with
 
heightened risk
 
during the
 
migration seasons,
 
and more
 
recent
HPAI events, which have been directly linked to dairy cattle operations, cannot be predicted. According to
the
 
U.S. Centers
 
for Disease
 
Control and
 
Prevention, the
 
human
 
health risk
 
to
 
the U.S.
 
public
 
from the
HPAI virus
 
is considered
 
to be
 
low.
 
Also, according
 
to the
 
USDA, HPAI
 
cannot be
 
transmitted through
safely handled and properly
 
cooked eggs.
 
There is no known
 
risk related to
 
HPAI associated with eggs
 
that
are currently in the market and no eggs have been recalled.
Looking Ahead
Miller added, “We are proud of our ability
 
to consistently execute our growth strategy
 
in a dynamic
environment with
 
favorable results. We
 
commend our
 
dedicated managers and
 
employees whose
 
shared
commitment to operational
 
excellence and responsible
 
and sustainable production
 
have distinguished
 
Cal-
Maine Foods in the marketplace. As the largest producer and distributor of fresh shell eggs in the U.S., we
are mindful of our
 
critical role in supporting
 
the nation’s food supply
 
with a differentiated
 
product mix.
 
As
such, we continue to expand our capacity, including cage-free and other specialty egg production, through
investments
 
in
 
innovative, scale-driven
 
products and
 
facilities.
 
We
 
have
 
also identified
 
opportunities to
enhance our product portfolio through strategic acquisitions
 
and joint ventures. We are fortunate to
 
have
a
 
strong
 
balance sheet
 
and a
 
disciplined
 
capital allocation
 
strategy that
 
supports our
 
growth
 
objectives.
Above
 
all,
 
we
 
are
 
focused
 
on
 
meeting
 
the
 
needs
 
of
 
our
 
valued
 
customers
 
with
 
quality
 
products
 
and
outstanding support and service. We look forward to the opportunities ahead
 
for Cal-Maine Foods.”
Dividend Payment
For the
 
fourth quarter
 
of fiscal
 
2024, Cal-Maine Foods
 
will pay
 
a cash
 
dividend of
 
approximately
$1.02 per share to
 
holders of its Common
 
Stock and Class
 
A Common Stock. Pursuant
 
to Cal-Maine Foods’
variable dividend policy, for each quarter
 
in which the Company reports
 
net income, the Company pays
 
a
cash
 
dividend
 
to
 
shareholders
 
in
 
an
 
amount
 
equal
 
to
 
one-third
 
of
 
such
 
quarterly
 
income.
 
Following
 
a
quarter
 
for
 
which
 
the
 
Company
 
does
 
not
 
report net
 
income,
 
the
 
Company will
 
not
 
pay
 
a
 
dividend
 
with
respect
 
to
 
that
 
quarter
 
or
 
for
 
a
 
subsequent
 
profitable
 
quarter
 
until
 
the
 
Company
 
is
 
profitable
 
on
 
a
cumulative basis
 
computed from
 
the date
 
of the
 
most recent
 
quarter for
 
which a
 
dividend was
 
paid. The
amount
 
paid
 
per
 
share
 
will
 
vary
 
based
 
on
 
the
 
number
 
of
 
outstanding
 
shares
 
on
 
the
 
record
 
date.
 
The
dividend is payable on November 14, 2024, to holders of record on October
 
30, 2024.
About Cal-Maine Foods
Cal-Maine Foods, Inc.
 
is primarily engaged
 
in the production,
 
grading, packaging, marketing
 
and
distribution
 
of
 
fresh
 
shell
 
eggs,
 
including
 
conventional,
 
cage-free,
 
organic,
 
brown,
 
free-range,
 
pasture-
raised and nutritionally enhanced eggs. The Company, which is headquartered in Ridgeland, Mississippi, throughout the majority of the United States.
Cal-Maine Foods Reports First Quarter Fiscal 2025 Results
Page 4
October 1, 2024
-MORE-
is
 
the
 
largest
 
producer
 
and
 
distributor
 
of
 
fresh
 
shell
 
eggs
 
in
 
the
 
nation
 
and
 
sells
 
most
 
of
 
its
 
shell
 
eggs
Forward Looking Statements
Statements
 
contained
 
in
 
this
 
press
 
release
 
that
 
are
 
not
 
historical
 
facts
 
are
 
forward-looking
statements as that term
 
is defined in the
 
Private Securities Litigation Reform
 
Act of 1995.
 
The forward-
looking
 
statements
 
are
 
based
 
on
 
management’s
 
current
 
intent,
 
belief,
 
expectations,
 
estimates
 
and
projections
 
regarding
 
our
 
company
 
and
 
our
 
industry.
 
These
 
statements
 
are
 
not
 
guarantees
 
of
 
future
performance and involve risks, uncertainties, assumptions and other factors that
 
are difficult to predict
and may be
 
beyond our
 
control. The
 
factors that could
 
cause actual results
 
to differ materially
 
from those
projected in
 
the
 
forward-looking statements
 
include, among
 
others, (i)
 
the
 
risk factors
 
set forth
 
in the
Company’s SEC
 
filings (including
 
its Annual
 
Reports on
 
Form 10-K, Quarterly
 
Reports on
 
Form 10-Q
 
and
Current Reports
 
on Form
 
8-K),
 
(ii) the
 
risks and
 
hazards inherent
 
in the
 
shell egg
 
business (including
disease,
 
pests,
 
weather
 
conditions
 
and
 
potential
 
for
 
recall),
 
including
 
but
 
not
 
limited
 
to
 
the
 
current
outbreak of highly pathogenic avian influenza affecting poultry in
 
the U.S., Canada and other countries
that
 
was
 
first
 
detected in
 
commercial
 
flocks
 
in
 
the
 
U.S.
 
in
 
February
 
2022 and
 
that
 
first
 
impacted our
flocks in December 2023, (iii)
 
changes in the demand for
 
and market prices of shell
 
eggs and feed costs,
(iv) our ability to
 
predict and meet demand
 
for cage-free and other specialty
 
eggs, (v) risks, changes or
obligations that could result from our recent or future
 
acquisitions of new flocks or businesses and risks
or changes
 
that may
 
cause conditions
 
to completing
 
a pending
 
acquisition not
 
to be
 
met, (vi)
 
risks relating
to
 
changes
 
in
 
inflation
 
and
 
interest
 
rates,
 
(vii)
 
our
 
ability
 
to
 
retain
 
existing
 
customers,
 
acquire
 
new
customers and grow our product mix, (viii) adverse results
 
in pending litigation matters, and (ix) global
instability, including as a result of the war in Ukraine, the conflicts in Israel and surrounding areas and
attacks on shipping in the Red Sea. SEC filings may be obtained from the SEC or the
 
Company’s website
,
www.calmainefoods.com.
 
Readers
 
are
 
cautioned
 
not
 
to
 
place
 
undue
 
reliance
 
on
 
forward-looking
statements because,
 
while we
 
believe the
 
assumptions on
 
which the
 
forward-looking
 
statements are
 
based
are
 
reasonable,
 
there
 
can
 
be
 
no
 
assurance
 
that
 
these
 
forward-looking
 
statements
 
will
 
prove
 
to
 
be
accurate.
 
Further, the
 
forward-looking statements
 
included herein
 
are
 
only
 
made
 
as
 
of
 
the
 
respective
dates
 
thereof,
 
or
 
if
 
no
 
date
 
is
 
stated,
 
as
 
of
 
the
 
date
 
hereof.
 
Except
 
as
 
otherwise
 
required
 
by
 
law,
 
we
disclaim
 
any
 
intent
 
or
 
obligation
 
to
 
publicly
 
update
 
these
 
forward-looking
 
statements,
 
whether
 
as
 
a
result of new information, future events or otherwise.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cal-Maine Foods Reports First Quarter Fiscal 2025 Results
Page 5
October 1, 2024
-MORE-
CAL-MAINE FOODS, INC. AND SUBSIDIARIES
FINANCIAL HIGHLIGHTS
(Unaudited)
(In thousands, except per share amounts)
SUMMARY STATEMENTS OF INCOME
13 Weeks Ended
August 31, 2024
September 2, 2023
Net sales
$
785,871
$
459,344
Cost of sales
538,653
413,911
Gross profit
247,218
45,433
Selling, general and administrative
61,932
52,246
Loss on involuntary conversions
146
-
Gain on disposal of fixed assets
(1,817)
(56)
Operating income (loss)
186,957
(6,757)
Other income, net
10,996
7,490
Income before income taxes
197,953
733
Income tax expense
48,363
322
Net income
149,590
411
Less: Loss attributable to noncontrolling interest
(386)
(515)
Net income attributable to Cal-Maine Foods, Inc.
$
149,976
$
926
Net income per common share:
Basic
$
3.08
$
0.02
Diluted
$
3.06
$
0.02
Weighted average shares outstanding:
Basic
48,761
48,690
Diluted
48,932
48,840
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cal-Maine Foods Reports First Quarter Fiscal 2025 Results
Page 6
October 1, 2024
-END-
CAL-MAINE FOODS, INC. AND SUBSIDIARIES
FINANCIAL HIGHLIGHTS
(Unaudited)
(In thousands)
 
SUMMARY BALANCE SHEETS
August 31, 2024
June 3, 2023
ASSETS
Cash and short-term investments
$
753,590
$
812,377
Receivables, net
282,551
162,442
Inventories, net
293,182
261,782
Prepaid expenses and other current assets
14,156
5,238
Current assets
1,343,479
1,241,839
Property, plant and equipment, net
960,070
857,234
Other noncurrent assets
86,459
85,688
Total assets
$
2,390,008
$
2,184,761
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable and accrued expenses
$
275,444
$
189,983
Dividends payable
49,971
37,760
Current liabilities
325,415
227,743
Deferred income taxes and other liabilities
165,530
159,975
Stockholders' equity
1,899,063
1,797,043
Total liabilities and stockholders' equity
$
2,390,008
$
2,184,761