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0000016160 False ☐ ☐ ☐ ☐ 0000016160 2025-04-08 2025-04-08
 
 
 
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):
April 8, 2025
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 April 8, 2025, Cal-Maine Foods, Inc. (the “Company”) issued a press release announcing its financial results for the third
Act.
☐
 
 
 
Item 2.02.
 
Results of Operations
quarter ended March 1, 2025. 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:
April 8, 2025
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 FINANCIAL AND OPERATIONAL RESULTS
FOR THIRD QUARTER FISCAL 2025 AND ANNOUNCES DEFINITIVE
AGREEMENT TO ACQUIRE ECHO LAKE FOODS, INC.
RIDGELAND, Miss. (April 8, 2025) - Cal-Maine Foods, Inc. (NASDAQ: CALM) (“Cal-Maine Foods” or the
“Company”), today reported financial
 
and operational results for
 
the third quarter of
 
fiscal 2025 (thirteen
weeks) ended March
 
1, 2025. Subsequent
 
to the end
 
of the fiscal
 
quarter, the Company
 
also announced it
entered into a definitive agreement to acquire Echo Lake Foods, Inc. (“Echo Lake Foods”).
Third Quarter Fiscal 2025 Financial, Operational and Business Highlights
●
Quarterly net sales of $1.4 billion and net income of $508.5 million, or $10.38 per diluted share
●
Strong
 
consumer
 
demand
 
during
 
the
 
quarter
 
led
 
to
 
record
 
total
 
dozens
 
sold,
 
as
 
the
 
Company
honored long-standing pricing frameworks with valued customers
 
●
Significant progress
 
on proactive
 
steps to
 
help mitigate
 
the tight
 
egg supply
 
situation across
 
the
country, resulting in:
o
A 14%
 
increase
 
in the
 
average number
 
of layer
 
hens during
 
the quarter
 
compared to
 
the
prior-year quarter, reflecting both organic and inorganic expansion
o
A 33% increase in
 
the Company’s breeder
 
flocks as of the
 
end of the third
 
quarter of fiscal
2025 compared to the end of the prior-year quarter
o
A 24% increase in total chicks hatched during the third quarter of
 
fiscal 2025 compared to
the prior-year quarter
o
Expected completion in calendar 2025 of approximately $60 million in ongoing expansion
projects within the
 
Company’s current operations
 
that are expected
 
to add approximately
1.1 million cage-free layer hens and 250,000 pullets
o
Recovery
 
from
 
highly
 
pathogenic
 
avian
 
influenza
 
(HPAI)-related
 
shutdowns
 
of
 
the
Company’s Kansas and Texas facilities
 
o
Successful
 
conversion
 
of
 
a
 
new
 
egg
 
processing
 
facility
 
and
 
hatchery
 
in
 
Dexter,
 
Missouri,
projected to add additional capacity of 1.2 million free range hens by calendar year end
o
Rapid
 
integration
 
and
 
expected
 
continued
 
production
 
ramp
 
up
 
from
 
recently
 
acquired
assets, including the processing facilities from ISE America, Inc. and feed mills from Deal-
Rite Feeds, Inc.
o
Continued
 
investments
 
in
 
best-in-class
 
biosecurity
 
technology,
 
equipment,
 
procedures,
and training, with over $70 million spent since 2015 to address ongoing HPAI threats
●
Approved a $500
 
million share repurchase
 
program to expand
 
the options for
 
uses of capital
 
under
the Company’s disciplined capital allocation strategy
●
Declared
 
a
 
cash
 
dividend
 
of
 
approximately
 
$170
 
million,
 
or
 
approximately
 
$3.46
 
per
 
share,
pursuant to the Company’s established dividend policy
●
Announced an
 
agreement with
 
the Company’s
 
Founding Family
 
for a
 
process for
 
possible share
conversions that, if executed, will result in the Company becoming a non-controlled company
Commenting
 
on
 
the
 
third
 
quarter
 
of
 
fiscal
 
2025
 
results,
 
Sherman
 
Miller,
 
president
 
and
 
chief
executive
 
officer
 
of
 
Cal-Maine
 
Foods,
 
stated,
 
“Dynamic
 
market
 
conditions
 
and
 
HPAI-related
 
supply
shortages persisted this quarter. However, the entire Cal-Maine Foods team did an outstanding job in Cal-Maine Foods Reports Third Quarter Fiscal 2025 Results and Announces Definitive Agreement to Acquire Echo
Lake Foods
Page 2
April 8, 2025
-MORE-
maximizing production through a
 
period of high demand,
 
while operating safely and
 
maintaining diligence
on biosecurity measures. We were fortunate to have the ability to utilize our existing operational scale and
to
 
benefit
 
from
 
recent
 
acquisitions,
 
which
 
helped
 
increase
 
our
 
production
 
capacity
 
in
 
this
 
challenging
supply
 
environment.
 
Above
 
all, we
 
stayed
 
focused
 
on
 
meeting
 
the
 
needs
 
of
 
our
 
valued
 
customers,
 
while
honoring our long-standing pricing frameworks.
 
“Alongside our own
 
efforts to address
 
the current supply
 
situation, we greatly
 
appreciate the current
administration’s
 
recently
 
announced
 
plan
 
to
 
address
 
the
 
volatility
 
in
 
our
 
vital
 
industry.
 
It
 
is
 
clear
 
the
administration recognizes the
 
importance of
 
eggs as
 
a low-cost,
 
high-value, unprocessed protein
 
for feeding
our
 
nation’s
 
families.
 
Cal-Maine
 
Foods’
 
unwavering
 
mission
 
is
 
to
 
be
 
the
 
country’s
 
most
 
sustainable
producer and reliable supplier of this valuable source of nutrition,” added Miller.
 
Definitive Agreement to Acquire Echo Lake Foods, Inc.
 
Subsequent to the
 
end of the
 
third quarter, the
 
Company signed a
 
definitive agreement
 
to acquire
Echo
 
Lake
 
Foods
 
for
 
approximately
 
$258
 
million,
 
excluding
 
expected
 
tax
 
assets
 
resulting
 
from
 
the
transaction, to be funded with available cash on hand. Echo Lake Foods was founded in 1941 and acquired
by
 
the
 
Meinerz
 
family
 
in
 
1981.
 
Based
 
in
 
Burlington,
 
Wisconsin,
 
Echo
 
Lake
 
Foods
 
produces,
 
packages,
markets
 
and
 
distributes
 
ready-to-eat
 
egg
 
products
 
and
 
breakfast
 
foods,
 
including
 
waffles,
 
pancakes,
scrambled
 
eggs,
 
frozen
 
cooked
 
omelets,
 
egg
 
patties,
 
toast
 
and
 
diced eggs.
 
Echo
 
Lake
 
Foods
 
had
 
annual
revenues
 
of
 
approximately
 
$240
 
million
 
in
 
2024
 
with
 
a
 
five-year
 
CAGR
 
of
 
approximately
 
10%.
 
The
transaction has been approved
 
by both companies’ boards
 
of directors and is
 
expected to close by
 
the end
of fiscal
 
2025 following
 
completion of
 
regulatory approvals
 
and subject
 
to customary
 
closing conditions.
 
The transaction is not subject to shareholder approval.
Highlights of the Transaction:
Compelling Strategic Rationale
●
Allows
 
Cal-Maine
 
Foods
 
to
 
enter
 
the
 
large,
 
growing
 
and
 
highly
 
stable
 
value-added
 
food
portion of the egg category
 
●
Expands
 
strategic
 
customer
 
relationships
 
with
 
retail,
 
quick
 
service
 
restaurant
 
and
 
other
foodservice customers
●
Leverages Cal-Maine Foods’ extensive sales and supply chain distribution capabilities
●
Echo Lake
 
Foods will
 
operate as
 
a stand-alone
 
component of
 
Cal-Maine Foods’
 
integrated
operations with its four production facilities strategically located across the Midwest
●
Kathy
 
Brodhagen,
 
current
 
chief
 
executive
 
officer
 
of
 
Echo
 
Lake
 
Foods,
 
to
 
join
 
Cal-Maine
Foods’ senior management team as President of Echo Lake Foods
Attractive Financial Returns
●
Provides
 
access
 
to
 
additional
 
long-term
 
growth
 
opportunities,
 
while
 
reducing
 
earnings
volatility
 
●
Expect significant synergies from egg purchasing and other operational efficiencies
●
Expect to be
 
at least mid-single
 
digit accretive to
 
Cal-Maine Foods’ earnings
 
starting in fiscal
2026, with a return on equity in excess of the Company’s cost of capital Cal-Maine Foods Reports Third Quarter Fiscal 2025 Results and Announces Definitive Agreement to Acquire Echo
Lake Foods
Page 3
April 8, 2025
-MORE-
Commenting on
 
the proposed
 
transaction with
 
Echo Lake
 
Foods, Miller
 
stated, “This
 
transaction
represents an exciting growth opportunity and important
 
inflection point for Cal-Maine Foods, advancing
our strategy to expand and diversify our product portfolio and customer mix. Echo Lake Foods is a
 
leading
innovator with a long history of providing quality
 
ready-to-eat egg products and breakfast foods to
 
a blue-
chip
 
customer
 
base.
 
The
 
combined
 
product
 
lines
 
and
 
capabilities
 
of
 
the
 
two
 
companies
 
are
 
highly
complementary
 
and, importantly,
 
we
 
share similar
 
values of
 
pursuing operating
 
excellence
 
and meeting
the needs of our customers. We believe the potential acquisition of Echo Lake Foods meets our disciplined
set
 
of
 
investment
 
criteria,
 
including
 
relevant
 
geographic
 
markets,
 
operating
 
synergies,
 
product
 
mix,
proximity to customers and expected financial returns.
“The
 
addition
 
of
 
Echo
 
Lake
 
Foods
 
will
 
supplement
 
our
 
other
 
ready-to-eat
 
egg
 
product
 
offerings,
including
 
hard-cooked
 
eggs
 
for
 
retail,
 
quick
 
service
 
restaurant
 
and
 
other
 
foodservice
 
needs
 
from
 
our
expanded
 
MeadowCreek
 
Foods
 
operation,
 
and
 
ready-to-eat
 
egg
 
products
 
including
 
egg
 
wraps,
 
protein
pancakes, crepes, and wrap-ups from
 
our joint venture with Crepini
 
Foods LLC. Importantly, diversifying
our product portfolio
 
offers a strong, high-return
 
potential that complements
 
our existing organic growth
opportunities.
 
The
 
Echo
 
Lake
 
Foods
 
team
 
has
 
built
 
a
 
terrific
 
business,
 
and
 
we
 
look
 
forward
 
to
 
working
together
 
on
 
a
 
successful
 
integration
 
and
 
delivering
 
on
 
a
 
unique
 
opportunity
 
for
 
our
 
customers
 
and
shareholders,” added Miller.
 
Kathy Brodhagen,
 
chief executive
 
officer of
 
Echo Lake
 
Foods, added,
 
“We are
 
excited to
 
have the
opportunity for
 
Echo Lake
 
Foods to
 
join Cal-Maine
 
Foods and
 
continue to
 
expand our
 
market reach
 
for
quality
 
ready-to-eat
 
egg
 
products
 
and
 
breakfast
 
foods.
 
This
 
business
 
combination
 
will
 
benefit
 
everyone
associated with Echo Lake
 
Foods, especially our
 
dedicated employees and valued
 
customers. As the leading
producer and distributor
 
of fresh shell
 
eggs in the
 
nation, Cal-Maine Foods
 
has an excellent
 
reputation with
a
 
proven
 
record
 
of
 
success.
 
We
 
are
 
extremely
 
proud
 
to
 
join
 
their
 
team,
 
and
 
we
 
look
 
forward
 
to
 
the
significant growth opportunities ahead of us.”
 
Goldman Sachs
 
& Co
 
LLC is
 
serving as
 
Cal-Maine Foods,
 
Inc.’s exclusive
 
financial advisor
 
and Sidley
Austin LLP and Jones Walker LLP as its legal advisors.
Key Third Quarter Fiscal 2025 Financial Drivers
 
Net income attributable to Cal-Maine Foods
 
for the third quarter of
 
fiscal 2025 was $508.5 million,
or $10.38 per
 
diluted share, compared with
 
$146.7 million, or
 
$3.00 per diluted
 
share, for the third
 
quarter
of fiscal 2024. Net sales for the third quarter of fiscal 2025 were $1.4 billion compared with $703.1 million
for the same period
 
last year. The higher net
 
sales were primarily driven
 
by an increase in
 
the net average
selling price
 
of shell
 
eggs and
 
also by
 
higher volumes.
 
The higher
 
market prices
 
are a
 
direct result
 
of the
reduced supply of shell eggs across the industry due
 
to HPAI during a period of peak seasonal demand
 
for
eggs and egg products.
 
For the third
 
quarter of
 
fiscal 2025, the
 
net average selling
 
price per
 
dozen was $4.060
 
compared
with
 
$2.247
 
a
 
year
 
ago.
 
The
 
net
 
average
 
selling
 
price
 
generally
 
reflects
 
a
 
blend
 
of
 
higher
 
market-based
prices for
 
most conventional
 
eggs with
 
lower negotiated-price
 
arrangements for
 
specialty eggs,
 
based on
long-standing pricing frameworks
 
with customers that
 
the Company has
 
honored throughout the
 
various
cycles that characterize the egg industry.
The Company sold a
 
record 331.4 million dozen
 
shell eggs, representing a
 
10.2% increase, including
the contribution
 
from acquisitions,
 
compared with
 
300.8 million
 
dozens for
 
the third
 
quarter of
 
fiscal 2024.
Sales of conventional eggs totaled 213.2 million dozens, compared with 192.2 million dozens
 
for the prior-
year period, an increase of 11.0%. Specialty egg volumes also increased by 8.8% to 118.1 million dozens sold Cal-Maine Foods Reports Third Quarter Fiscal 2025 Results and Announces Definitive Agreement to Acquire Echo
for
 
the
 
third
 
quarter
 
of
 
fiscal
 
2025
 
compared
 
with
 
108.6
 
million
 
dozens
 
sold
 
for
 
the
 
prior-year
 
period.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Lake Foods
Page 4
April 8, 2025
-MORE-
Demand was strong during the
 
third fiscal quarter, which is
 
typically a period of higher
 
seasonal demand.
The
 
Company
 
believes
 
that
 
other
 
factors
 
positively
 
impacting
 
demand
 
included
 
severe
 
weather
 
events
during
 
the
 
quarter,
 
including
 
the
 
historic
 
snowstorms
 
in
 
the
 
southern
 
U.S.
 
in
 
January
 
2025,
 
which
prompted families to stock up on staples including
 
eggs, and reported recommendations of eggs
 
as a good
source of lean protein for individuals taking GLP-1 medications.
Third
 
quarter
 
farm
 
production
 
costs
 
per
 
dozen
 
were
 
5.7%
 
lower
 
than
 
the
 
prior-year
 
period,
primarily due to more favorable commodity pricing for key feed ingredients. For
 
the third quarter of fiscal
2025, feed
 
costs per
 
dozen were
 
down 9.6%
 
compared with
 
the third
 
quarter of
 
fiscal 2024.
 
Costs for
 
outside
egg purchases increased significantly quarter-over-quarter, primarily due to higher shell egg prices and an
increase in dozens of shell eggs purchased to satisfy
 
customer demand while the nation experienced lower
overall supply due to HPAI.
Max
 
Bowman,
 
vice
 
president
 
and
 
chief
 
financial
 
officer
 
of
 
Cal-Maine
 
Foods,
 
commented,
 
“Our
industry has always
 
been prone to
 
volatility due
 
to external factors
 
such as disease
 
outbreaks, fluctuating
feed and other production
 
costs, and changes in
 
consumer demand. At Cal-Maine
 
Foods, we emphasize the
importance of managing the
 
aspects of our business
 
that we can directly impact
 
operationally. During the
quarter, our team did
 
an outstanding job with
 
our focused efforts to
 
help mitigate the egg
 
supply constraint
and
 
prevent
 
the
 
spread
 
of
 
HPAI
 
to
 
our
 
facilities.
 
All
 
of
 
these
 
underlying
 
activities
 
made
 
a
 
significant
contribution to our results for the quarter.”
Additional details on the third quarter fiscal 2025 financial drivers are shown in the chart below.
Third Quarter Fiscal 2025 and Year-To-Date Fiscal 2025 Key Statistics
 
13 Weeks Ended
39 Weeks Ended
March 1, 2025
March 2, 2024
March 1, 2025
March 2, 2024
Dozen Eggs Sold (000)
331,395
300,779
971,218
862,078
Conventional Dozen Eggs Sold (000)
213,247
192,182
622,833
566,174
Specialty Dozen Eggs Sold (000)
118,148
108,597
348,385
295,904
Dozen Eggs Produced (000)
293,087
259,527
847,962
774,984
% Specialty Sales (dozen)
35.7
%
36.1
%
35.9
%
34.3
%
% Specialty Sales (dollars)
24.4
%
38.8
%
29.2
%
42.8
%
Net Average Selling Price (per dozen)
$
4.060
$
2.247
$
3.079
$
1.866
Net Average Selling Price Conventional
Eggs (per dozen)
$
4.766
$
2.152
$
3.401
$
1.624
Net Average Selling Price Specialty Eggs
(per dozen)
$
2.784
$
2.415
$
2.505
$
2.328
Feed Cost (per dozen)
$
0.492
$
0.544
$
0.489
$
0.564
HPAI Comments
Outbreaks
 
of
 
HPAI
 
have
 
continued
 
to
 
occur
 
in
 
U.S.
 
poultry
 
flocks.
 
In
 
calendar
 
year
 
2024,
 
40.2
million commercial
 
layer hens
 
and pullets
 
were depopulated
 
due to
 
HPAI, and
 
in calendar
 
year 2025,
 
an
additional
 
32.9
 
million
 
commercial
 
layer
 
hens
 
and
 
pullets
 
have
 
been
 
depopulated
 
through
 
March.
 
The
USDA reported that the
 
estimated table-egg layer flock
 
was approximately 285 million
 
as of March 1,
 
2025,
the lowest level since
 
September 2015. HPAI is
 
currently widespread in the
 
wild bird population worldwide
and no
 
farm
 
is immune
 
from HPAI.
 
The
 
extent
 
of
 
possible
 
future outbreaks
 
in
 
commercial
 
laying hens,
with heightened risk
 
during migration seasons,
 
cannot be predicted.
 
The widely reported
 
spread of HPAI
in dairy cattle increases risks to Cal-Maine Foods’ operations and those of other egg producers. According Cal-Maine Foods Reports Third Quarter Fiscal 2025 Results and Announces Definitive Agreement to Acquire Echo
Lake Foods
Page 5
April 8, 2025
-MORE-
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.
Dividend Payment and Share Repurchases
For
 
the
 
third
 
quarter
 
of
 
fiscal
 
2025,
 
Cal-Maine
 
Foods
 
will
 
pay
 
a
 
cash
 
dividend
 
of
 
approximately
$3.46 per
 
share to
 
holders of
 
its Common
 
Stock and
 
Class A
 
Common Stock.
 
The dividend
 
is payable
 
on
May 15, 2025, to holders of record on April 30, 2025. The final amount paid per share will be based on the
number of outstanding shares on the record date.
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
 
in
 
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.
 
On February 25,
 
2025, the
 
Company announced that
 
its Board of
 
Directors approved
 
a new share
repurchase program
 
that authorizes
 
repurchases of
 
up to
 
$500 million of
 
Cal-Maine Foods’
 
Common Stock.
 
The
 
actual
 
timing,
 
value,
 
and
 
manner
 
of
 
share
 
repurchases
 
will
 
be
 
determined
 
by
 
management
 
in
 
its
discretion.
 
The
 
Company
 
expects
 
to
 
opportunistically
 
repurchase
 
shares
 
from
 
time
 
to
 
time
 
in
 
the
 
open
market, subject to
 
market conditions and
 
other factors. The
 
Company could also
 
use a portion
 
of the new
share repurchase program to repurchase some
 
of the Founding Family members’ Common
 
Stock as part of
the
 
family’s
 
portfolio
 
diversification
 
efforts.
 
Any
 
repurchases
 
from
 
the
 
family
 
members
 
would
 
require
approval from a Special Committee of Cal-Maine Foods’ Board of Directors.
The Company did not repurchase any shares pursuant to the share repurchase program
 
during the
third quarter of 2025.
Civil Investigative Demand
In
 
March
 
2025,
 
the
 
Company
 
received
 
a
 
civil
 
investigative
 
demand
 
in
 
connection
 
with
 
a
 
widely
publicized
 
investigation
 
by
 
the
 
Antitrust
 
Division
 
of
 
the
 
Department
 
of
 
Justice
 
into
 
the
 
causes
 
behind
nationwide increases in egg prices. The Company is cooperating with the investigation.
Looking Ahead
Miller added, “We are proud of our team’s ability to manage our operations and navigate through a
very tough environment. We
 
are encouraged by the
 
support of the United
 
States Department of Agriculture
(USDA), which recently announced up to
 
$1.0 billion of investments across
 
the industry to address HPAI,
including
 
supporting
 
expanded
 
biosecurity
 
measures,
 
regulatory
 
relief
 
for
 
farmers,
 
increased
 
vaccine
research and other
 
options to support the
 
domestic egg supply. While
 
these measures will
 
require further
study and take
 
time to implement,
 
we believe they
 
represent an
 
important first step
 
toward reaching a
 
more
favorable balance of supply and demand.
 
“We have
 
learned many
 
things from
 
being in
 
the cyclical
 
shell egg
 
business for
 
over 60
 
years, but
especially
 
the
 
importance
 
of
 
consistently
 
managing
 
our
 
operations
 
in
 
a
 
safe,
 
efficient
 
and
 
sustainable
manner, while
 
doing everything
 
we can
 
to align
 
production capacity
 
with customer
 
demand and
 
staying
disciplined
 
in
 
our
 
investments.
 
Our
 
proven
 
operating
 
model
 
has
 
sustained
 
our
 
business
 
in
 
a
 
dynamic
environment, and this quarter was no exception. Our shell egg business will remain the core of Cal-Maine Cal-Maine Foods Reports Third Quarter Fiscal 2025 Results and Announces Definitive Agreement to Acquire Echo
Lake Foods
Page 6
April 8, 2025
-MORE-
Foods, but we are
 
excited to diversify our
 
product mix, reduce financial
 
volatility and add another
 
growth
opportunity to
 
the Company
 
with the
 
proposed Echo
 
Lake Foods
 
transaction. This
 
addition represents
 
a
terrific fit with our
 
existing business, and we
 
look forward to welcoming
 
the Echo Lake Foods
 
team to the
Cal-Maine Foods family,” concluded Miller.
About Cal-Maine Foods
Cal-Maine
 
Foods,
 
Inc.
 
is
 
primarily
 
engaged
 
in
 
the
 
production,
 
packaging,
 
marketing
 
and
distribution
 
of
 
fresh
 
shell
 
eggs,
 
including
 
conventional,
 
cage-free,
 
organic,
 
brown,
 
free-range,
 
pasture-
raised and
 
nutritionally
 
enhanced
 
eggs, as
 
well
 
as a
 
variety
 
of
 
ready-to-eat egg
 
products.
 
The
 
Company,
which is headquartered in
 
Ridgeland, Mississippi, is the largest
 
producer and distributor of fresh
 
shell eggs
in the nation and sells most of its shell eggs throughout the majority of the United States.
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 the following, among others:
General Cautionary Statements
With respect
 
to the
 
Company’s business
 
generally (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 impact on the trading price of the Company’s Common Stock as a result of
the sale or marketing, or potential sale or marketing, of a significant number of shares of the Company’s
Common
 
Stock
 
held
 
by
 
the
 
family
 
of
 
our
 
late
 
founder,
 
Fred
 
R.
 
Adams
 
Jr.,
 
as
 
part
 
of
 
their
 
potential
portfolio diversification
 
efforts, (iii)
 
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, (iv) changes
 
in the demand
 
for and market
 
prices of shell
 
eggs and feed
 
costs,
(v) the impacts and potential
 
future impacts of government, customer
 
and consumer reactions to recent
high
 
market
 
prices
 
for
 
eggs,
 
including
 
but
 
not
 
limited
 
to
 
efforts
 
to
 
increase
 
imports
 
of
 
eggs
 
and
 
egg
products, pressure to change long-standing
 
pricing frameworks, lower consumer
 
demand for eggs, and
the pending
 
DOJ antitrust
 
investigation (vi)
 
our ability
 
to predict
 
and meet
 
demand for
 
cage-free and
other
 
specialty
 
eggs,
 
(vii)
 
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,
 
such as
 
the pending
 
acquisition of
 
Echo Lake
 
Foods, not
 
to be
 
met, (viii)
 
risks relating
to
 
changes
 
in
 
inflation
 
and
 
interest
 
rates,
 
(ix)
 
our
 
ability
 
to
 
retain
 
existing
 
customers,
 
acquire
 
new
customers and
 
grow our
 
product mix,
 
(x) adverse
 
results in
 
pending litigation
 
and other
 
legal matters,
and
 
(xi)
 
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.
Cautionary Statements Relating to the Pending Echo Lake Acquisition
With
 
respect
 
to
 
the
 
pending
 
acquisition
 
of
 
Echo
 
Lake
 
Foods,
 
(i) conditions
 
to
 
the
 
closing
 
of
 
the
proposed transaction may not be satisfied, (ii) antitrust clearance required for the proposed transaction Cal-Maine Foods Reports Third Quarter Fiscal 2025 Results and Announces Definitive Agreement to Acquire Echo
Lake Foods
Page 7
April 8, 2025
-MORE-
may not be obtained, or required antitrust clearance may delay the proposed transaction or result
 
in the
imposition of
 
conditions that
 
could have
 
a material
 
adverse effect
 
on the
 
Company or
 
Echo Lake
 
Foods
or
 
cause
 
certain
 
conditions
 
to
 
closing
 
not
 
to
 
be
 
satisfied,
 
which
 
could
 
result
 
in
 
the
 
termination
 
of
 
the
acquisition
 
agreement,
 
(iii) the
 
timing
 
of
 
completion
 
of
 
the
 
proposed
 
transaction
 
is
 
uncertain,
 
(iv) the
business
 
of
 
the
 
Company
 
or
 
Echo
 
Lake
 
Foods
 
may
 
suffer
 
as
 
a
 
result
 
of
 
uncertainty
 
surrounding
 
the
proposed transaction, (v)
 
events, changes or
 
other circumstances
 
could occur
 
that could give
 
rise to the
termination
 
of
 
the
 
acquisition
 
agreement,
 
(vi) there
 
are
 
risks
 
related
 
to
 
disruption
 
of
 
management’s
attention from the ongoing business operations of the Company or Echo
 
Lake Foods due to the proposed
transaction,
 
(vii) the
 
announcement
 
or
 
pendency
 
of
 
the
 
proposed
 
transaction
 
could
 
affect
 
the
relationships
 
of the
 
Company
 
or Echo
 
Lake Foods
 
with
 
its
 
customers,
 
suppliers, operating
 
results
 
and
business generally,
 
including the
 
ability of
 
the Company
 
or Echo
 
Lake Foods
 
to retain
 
employees, and
(viii) the Company
 
or Echo
 
Lake Foods
 
may be
 
adversely affected
 
by other
 
economic, business,
 
and/or
competitive factors as well as management’s response to any of the
 
aforementioned factors. In addition,
the Company
 
may experience
 
unexpected challenges
 
in integrating
 
and managing
 
the business
 
of Echo
Lake Foods. Integrating Echo
 
Lake Foods’ business may
 
be more costly or
 
time consuming than expected.
Even if
 
the acquisition
 
is completed
 
and the
 
business of
 
Echo Lake
 
Foods is
 
successfully integrated,
 
the
Company
 
may
 
not
 
realize
 
the
 
benefits
 
it
 
expects
 
from
 
the
 
acquisition,
 
including
 
the
 
synergies,
 
cost
savings,
 
reduction
 
in
 
earnings
 
volatility,
 
margin
 
expansion,
 
financial
 
returns,
 
expanded
 
customer
relationships, or sales or growth opportunities.
 
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 made
 
only 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 Cal-Maine Foods Reports Third Quarter Fiscal 2025 Results and Announces Definitive Agreement to Acquire Echo
update
 
these
 
forward-looking
 
statements,
 
whether
 
as
 
a
 
result
 
of
 
new
 
information,
 
future
 
events
 
or
otherwise.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Lake Foods
Page 8
April 8, 2025
-MORE-
CAL-MAINE FOODS, INC. AND SUBSIDIARIES
FINANCIAL HIGHLIGHTS
(Unaudited)
(In thousands, except per share amounts)
SUMMARY STATEMENTS OF INCOME
13 Weeks Ended
39 Weeks Ended
March 1, 2025
March 2, 2024
March 1, 2025
March 2, 2024
Net sales
$
1,417,685
$
703,076
$
3,158,227
$
1,685,654
Cost of sales
701,570
484,504
1,838,852
1,330,519
Gross profit
716,115
218,572
1,319,375
355,135
Selling, general and administrative
79,967
66,020
219,532
194,844
(Gain) Loss on involuntary conversions
-
(9,929)
156
(9,929)
(Gain) loss on disposal of fixed assets
478
(306)
(1,001)
(44)
Operating income
635,670
162,787
1,100,688
170,264
Other income, net
27,359
22,372
49,255
37,746
Income before income taxes
663,029
185,159
1,149,943
208,010
Income tax expense
154,876
38,796
273,841
44,658
Net income
508,153
146,363
876,102
163,352
Less: Loss attributable to noncontrolling
interest
(380)
(349)
(1,471)
(1,295)
Net income attributable to Cal-Maine Foods,
Inc.
$
508,533
$
146,712
$
877,573
$
164,647
Net income per common share:
Basic
$
10.42
$
3.01
$
17.99
$
3.38
Diluted
$
10.38
$
3.00
$
17.92
$
3.37
Weighted average shares outstanding:
Basic
48,798
48,727
48,774
48,702
Diluted
48,971
48,884
48,962
48,865
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cal-Maine Foods Reports Third Quarter Fiscal 2025 Results and Announces Definitive Agreement to
 
Acquire Echo
Lake Foods
Page 9
April 8, 2025
-END-
CAL-MAINE FOODS, INC. AND SUBSIDIARIES
FINANCIAL HIGHLIGHTS
(Unaudited)
(In thousands)
 
SUMMARY BALANCE SHEETS
March 1, 2025
June 1, 2024
ASSETS
Cash and short-term investments
$
1,240,373
$
812,377
Receivables, net
428,398
162,442
Inventories, net
307,291
261,782
Prepaid expenses and other current assets
7,220
5,238
Current assets
1,983,282
1,241,839
Property, plant and equipment, net
1,005,464
857,234
Other noncurrent assets
92,823
85,688
Total assets
$
3,081,569
$
2,184,761
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable and accrued expenses
$
344,155
$
189,983
Dividends payable
169,503
37,760
Current liabilities
513,658
227,743
Deferred income taxes and other liabilities
180,403
159,975
Stockholders' equity
2,387,508
1,797,043
Total liabilities and stockholders' equity
$
3,081,569
$
2,184,761