0000016160 False 0000016160 2024-09-09 2024-09-09
 
 
 
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):
September 9, 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
Act.
 
 
 
Item 8.01.
 
Other Events
On September 9,
 
2024, Cal-Maine Foods,
 
Inc. (the “Company”)
 
issued a press
 
release announcing it
 
has completed a
 
strategic
investment with Crepini, LLC, establishing a
 
new egg products and prepared foods
 
joint venture. A
 
copy of the Company’s press
release is attached hereto as Exhibit 99.1 to this Current Report.
Item 9.01.
 
Financial Statements and Exhibits
(d)
 
Exhibits
Exhibit
Number
Description
99.1
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:
September 9, 2024
By:
 
/s/ Max P. Bowman
 
Max P. Bowman
 
Director, Vice President, and Chief Financial Officer
exhibit991p1i0
Exhibit 99.1
-MORE-
Contacts:
Sherman Miller, President and CEO
Max P. Bowman, Vice President and CFO
(601) 948-6813
CAL-MAINE FOODS, INC. ANNOUNCES
 
STRATEGIC INVESTMENT IN NEW EGG PRODUCTS JOINT VENTURE
RIDGELAND, Miss.
 
(September 9,
 
2024)
 
Cal-Maine Foods,
 
Inc. (NASDAQ:
 
CALM) today
 
announced
that
 
it
 
has
 
completed
 
a
 
strategic
 
investment
 
with
 
Crepini
 
LLC,
 
establishing
 
a
 
new
 
egg
 
products
 
and
prepared foods
 
joint venture.
 
Crepini LLC,
 
founded in
 
2007, has
 
grown its
 
brand throughout
 
the United
States and Mexico featuring egg wraps,
 
protein pancakes, crepes, and wrap-ups, which are
 
now sold online
and in over 3,500 retail stores.
 
The
 
new
 
entity,
 
located
 
in
 
Hopewell
 
Junction,
 
New
 
York,
 
will
 
operate
 
as
 
Crepini
 
Foods
 
LLC
(“Crepini”). Cal-Maine Foods will
 
capitalize Crepini with approximately
 
$6.75 million in cash
 
to purchase
additional equipment and other assets
 
and fund working capital in
 
exchange for a 51% interest
 
in the new
venture. Crepini LLC
 
will contribute its
 
existing assets and
 
business in exchange
 
for a 49%
 
interest in the
new venture.
 
Commenting
 
on
 
the
 
announcement,
 
Sherman
 
Miller,
 
president
 
and
 
chief
 
executive
 
officer
 
of
 
Cal-Maine
 
Foods,
 
Inc.,
 
stated,
 
“We
 
are
 
pleased
 
to
 
announce
 
our
 
strategic
 
investment
 
in
 
Crepini,
 
which
aligns with
 
our growth
 
strategy to
 
enhance our
 
product portfolio
 
and focus
 
on value-added
 
products and
other egg product opportunities.
 
We have a unique opportunity
 
to leverage the established Crepini
 
brand
of quality
 
products and
 
extend our
 
market reach
 
to major
 
retailers across
 
the country.
 
This new
 
venture
will complement our
 
other egg product
 
offerings from
 
our growing Meadowcreek
 
operation, which
 
offers
hard-cooked
 
eggs
 
for
 
institutional,
 
food
 
service
 
and
 
retail
 
needs.
 
As
 
consumer
 
demand
 
for
 
affordable
protein options, including egg
 
products, continues to grow,
 
Cal-Maine Foods is well
 
positioned to meet this
demand.
 
We have a
 
proven ability to
 
derive value from
 
our other strategic
 
investments and believe
 
there
are significant opportunities to use our scale and established customer relationships to further expand our
egg products business.
 
We look forward to working
 
with the Crepini team as we
 
extend our leadership role
in supporting the nation’s food supply with a differentiated product mix.”
 
“The Crepini team is
 
looking forward to
 
expanding our brand
 
and offerings.
 
We are excited to
 
join
the Cal-Maine
 
Foods family,
 
whose leadership
 
team shares
 
our values
 
and approach
 
to excellence,”
 
said
Paula Rimer Shkolnik,
 
chief executive officer
 
of Crepini LLC.
 
“This partnership will
 
allow us to make
 
our
products available
 
to more
 
national and
 
international customers
 
and continue
 
to provide
 
innovations in
the egg specialty products category.”
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,
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.
About Crepini LLC
Crepini LLC
 
is an
 
innovator in
 
egg wraps
 
and products
 
from the
 
original Egg
 
Wrap that
 
is low
 
carb, low
calorie,
 
gluten
 
free
 
and
 
kosher
 
to
 
Protein
 
Cakes
 
with
 
veggies
 
and
 
cheese
 
which
 
are
 
high
 
in
 
protein
 
and
gluten free
 
to Pancheesi®
 
Protein pancakes
 
made with
 
cottage cheese,
 
eggs and
 
oats to
 
Wrap-ups filled
with protein powerhouses like salami, pepperoni, sausage, chorizo and a variety of cheeses. Crepini LLC is
headquartered in Hopewell Junction, NY, and sells in the continental U.S. and Mexico.
Cal-Maine Foods, Inc.
 
Announces Strategic Investment in New Egg Products Company
Page 2
September 9, 2024
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 Israel-Hamas conflict
 
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.
-END-
v3.24.2.u1
Document and Entity Information
Sep. 09, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Sep. 09, 2024
Entity Registrant Name Cal-Maine Foods, Inc.
Entity File Number 001-38695
Entity Incorporation State Country Code DE
Entity Tax Identification Number 64-0500378
Entity Address Address Line 1 1052 Highland Colony Pkwy
Entity Address Address Line 2 Suite 200
Entity Address City Or Town Ridgeland
Entity Address State Or Province MS
Entity Address Postal Zip Code 39157
City Area Code 601
Local Phone Number 948-6813
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Entity Central Index Key 0000016160
Security 12b Title Common Stock, $0.01 par value per share
Trading Symbol CALM
Security Exchange Name NASDAQ
Amendment Flag false
Entity Emerging Growth Company false

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