Good morning, and thank you for joining us today to discuss Lifecore Biomedical's Third Quarter Fiscal 2023 Earnings Results. Hosting the call today from the company are Jim Hall, President and Chief Executive Officer; and John Morberg, Chief Financial Officer. Before we begin today, I'd like to remind everyone of the Safe Harbor statement.

Certain statements made in the course of this conference call contain forward-looking statements. It is important to note that the company's actual results could differ materially from those projected in such forward-looking statements.

Additional information concerning risk factors that could cause actual results to differ materially from those in the forward-looking statements is contained from time to time in the company's filings with the SEC, including, but not limited to, the company's Form 10-K/A for fiscal year 2022 and their subsequent periodic reports.

Finally, in light of the company's ongoing exploration of strategic alternatives, management will not be conducting a live Q&A session on today's call. With that, I'd like to turn the call over to Jim Hall, Chief Executive Officer. Jim, go ahead..

Thank you, Jeff. Good morning, everyone. And thank you for joining us for our fiscal third quarter update.

As announced last week, we took a meaningful step forward with the execution of an enhanced supply agreement with our significant and long-term customer Alcon as well as completing a comprehensive restructuring of our debt arrangements also with Alcon.

These transactions allow us to clear the existing Going Concern qualification and create a more stable and sustainable business model. In combination with the sale of our remaining Curation Foods segment business in early April, Lifecore is beginning a new chapter as a standalone CDMO.

Going forward, we remain focused on continuing to execute on our business plan and evaluate potential strategic alternatives, so as to determine the best path forward to maximize value for our stockholders.

Today, I'll briefly touch on our fiscal third quarter results and review some of the commercial aspects of these new agreements I mentioned and provide an update on our development portfolio.

In the fiscal '23 third quarter, we generated Lifecore segment revenue of $26.3 million and segment adjusted EBITDA of $3 million, both of which were consistent with our expectations and the cadence that we disclosed during our second quarter call.

Both the second and third quarter results largely reflect the shift in timing of commercial launches by our customers, which impacted prelaunch production timing as well as planned commercial revenues. And when combined with the shifting mix of revenues within our development portfolio, temporarily slowed our growth.

The good news here is that the launches of products are progressing well. On the point of our shifting mix of revenues, we are working through the maturation of certain projects that are being replaced by early-stage smaller projects, which are less impactful in terms of current revenue generation but provide future opportunities for Lifecore.

We are also facing some headwinds as a result of inflationary pressures in the near term as pricing increases have lagged behind increases in costs due to customer contractual limitations, which we are now addressing.

We believe our business remains very well positioned as a fully integrated CDMO with highly differentiated capabilities for the development, fill and finish of complex sterile injectable-grade pharmaceutical products.

These technical capabilities have been honed from our more than 40 years of experience in building a premier pharmaceutical injectable-grade hyaluronic acid manufacturing platform with a focus on complex and highly regulated products.

Our unique expertise, coupled with ongoing industry trends towards outsourcing of new drug development, positions Lifecore as a preferred partner to provide CDMO services for new injectable drug applications. In fact, Lifecore is the only manufacturer of pharmaceutical injectable-grade HA, with injectable CDMO expertise in the market today.

According to industry estimates, approximately 55% of all new drug applications are injectables and prefilled syringe demand is growing at an estimated 13% compound annual rate.

Given the industry's limited specialized injectable drug manufacturing capacity, we intend to continue to take full advantage of this incredible opportunity and deliver much needed capacity that we've been investing in during the past few years.

Lifecore's unique expertise and longstanding commitment to quality are the foundation upon, which Lifecore tends to continue to expand its opportunities for growth in the future. One recent example of these wins is the expanded supply agreement and refinancing transactions with Alcon that we announced last week.

Alcon and Lifecore worked together for over 35 years and have a deep relationship based on mutually beneficial support for each other's strategies. We are incredibly pleased with the outcome of our new agreements, both in terms of Alcon support on our refinancing as well as their desire to shift increased capacity onto the Lifecore platform.

The supply agreement for HA fermentation has the potential to increase our HA raw material manufacturing business by approximately 70% over the next several years. While we believe we have ample capacity to satisfy this incremental HA production, we are also looking to the future for ways to invest in and optimize our HA manufacturing footprint.

Moreover, we've agreed with Alcon to evaluate supporting their future HA capacity needs with the build-out of additional and redundant HA manufacturing. Alcon would own the dedicated production lines within our facilities and help defray associated CapEx that would typically be borne by Lifecore.

It's a win-win for both companies, securing future supply for Alcon's products while at the same time, increasing our capacity in an asset-light, capital-efficient manner that we believe will help us return to our historical trend of achieving double-digit revenue and adjusted EBITDA growth in the future.

This expansion demonstrates the traction we are experiencing with existing and prospective customers as we continue to enhance our business with new capabilities and added capacity to support the continued expansion of our commercial product portfolio.

Overall, our development portfolio of active projects continues to be well balanced, although we've realized a subtle shift towards early-stage lower revenue development projects as two large revenue late-stage projects transition to commercial approval.

In total, as of the end of our fiscal third quarter, our active development projects decreased by one to 24, which is comprised of 22 different customers.

These projects are spread across early phase clinical development with eight projects, Phase 1 and 2 clinical development with seven projects; and Phase 3 clinical development and scale up commercial validation activity with nine projects. Our team is doing a great job ramping up our commercial presence in the market.

As we've discussed several times over the past year, our investments in our business development team are paying dividends. With our two new isolator fillers arriving this year, we are broadening our opportunity set in a significant way as a request for usage of those fillers where customer projects are in particularly high demand.

Our approach has shifted in response to that. We've been calling our prospective opportunities with those fillers in mind as we look toward a future state with more optimized and balanced capacity.

So while we ended the third quarter with 51 identified prospective projects in our development opportunity pipeline, the opportunities are as diverse and impactful as we've ever had at Lifecore. This is especially exciting as we work on leveraging our expanded set of capabilities.

For instance, previously, our opportunities were more focused on highly viscous products that utilized our HA expertise. Whereas today, this is only about half of what we are going after.

In simple terms, we are opening past to other segments of the market that we previously may not have had the ability to execute and refining our pipeline to focus on opportunities that we believe we are uniquely situated to capitalize upon.

When combined with our unique expertise working with difficult materials, we feel like we are in an extremely strong position.

These opportunities span multiple end markets, classes of drugs and medical devices and with an assortment of companies, both large and small, which we believe speak to the attractive CDMO capabilities within Lifecore's growing expertise that the pharma industry is actively seeking in a CDMO partner.

In terms of our growth and ability to meet customer needs contemplated in our development portfolio, we continue to invest in capacity.

Today, our theoretical capacity remains at 22 million units versus demand of 8 million to 10 million units, which we expect will be fully utilized over the next few years with projects within our existing development portfolio. As such, we need to keep our eye on the near- and long-term future.

And as I mentioned, we have invested in two isolated pillars that are being manufactured with anticipated delivery dates this summer and later this fall, respectively.

We believe that these fillers will allow us to double our theoretical capacity to approximately 45 million units, putting Lifecore in a great position to meet market needs and optimize our production across our manufacturing footprint.

With our portfolio of current development projects and the pipeline of opportunities we are seeing, the new fillers will be very timely to assist Lifecore in fulfilling our customer forecast, commercial units we see in the horizon.

Once again, Lifecore is well positioned to take advantage of the strong industry fundamentals and customer projects as they progress through development and into commercialization. We believe this positioning will translate into significantly increased revenue-generating capacity for Lifecore beginning in FY '24 and beyond.

In summary, we are making important progress on preparing Lifecore for the growth that we see in our development portfolio with the completion of the Curation Food divestments, the refinancing and important commercial advancements with Alcon, the Lifecore business has the strongest foundation we've had in several years.

I'm extremely pleased with the resilience that our organization has demonstrated and thank each of our team members for their individual contributions. We operate in an exciting and rapidly growing industry, and I believe we are well positioned for significant growth ahead.

We also look forward to updating you on any outcomes as our strategic review process progresses. With that, I'll pass the call to John to discuss Lifecore's fiscal third quarter financials..

Thank you, Jim. I'll begin with a brief review of our financial results before transitioning to the balance sheet and the impacts from our recent refinancing.

For the fiscal third quarter of 2023, Lifecore segment revenues decreased 24% to $26.3 million driven by a 28% decrease in our CDMO business and a 15% decrease in our hyaluronic acid, HA, raw material manufacturing or fermentation business.

The decrease in CDMO revenue was primarily due to a shift in the timing of a scaled-up process for a commercial product as well as a higher mix of earlier-stage projects with lower net revenue, but strong runway in future periods.

The decrease in HA raw material manufacturing revenue was primarily due to the timing of customer shipments in the current period compared to channel inventory build in the prior year period.

Lifecore segment gross profit decreased $6.8 million to $6.1 million for the third quarter of 2023, representing a gross margin of 23.1%, which compares to 37.1% in the prior year period.

The gross profit decline was primarily due to an unfavorable volume variance of $3.1 million due to the year-over-year revenue decline and an unfavorable rate variance of $3.7 million due to an unfavorable mix in current year commercial products and lower development in HA fermentation revenues.

Lifecore segment adjusted EBITDA was $3 million for the third quarter of 2023, representing an adjusted EBITDA margin of 11.6%. With the divestment of the remaining Curation Foods business in Q3, I will not comment on those segment results.

On the Corporate & Other segment, adjusted EBITDA was approximately negative $2 million for Q3 fiscal year '23, which was slightly above our expectations.

We will continue to report the corporate other segment in the fourth quarter and full fiscal year 2023 before collapsing this segment into Lifecore's G&A in fiscal 2024 as the rationale for our segmentation became mute with the sale of the Curation assets and emergence of a stand-alone Lifecore CDMO business.

After we complete our year-end financial reporting in August and transition all remaining holding company back office, financial, accounting, compliance and IT infrastructure, we will then be able to finalize our reduction in stranded costs from the legacy Landec holding company structure.

In addition, we also incurred $8.9 million in restructuring and other non-recurring charges in the third quarter as a result of the divestment activities and refinancing activities, including costs associated with lender-required legal, financial and operational advisers associated with the prior term debt lenders.

These costs, including additional similar costs in the fourth quarter for these activities had an outsized impact on cash uses based on very aggressive lenders under our going concern qualification conditions, more than any other reason, removing these lenders in their aggressive practices and tactics were the interest of partners with our strategic customer Alcon, and restructuring our debt last week and now lifting the Going Concern qualification.

In terms of outlook. While we aren't providing formal guidance for fiscal 2023, we do expect a sequential improvement in fiscal fourth quarter, our largest quarter of the year, due to the shift in timing of projects that we spoke about.

Along with an expectation of improved revenue, we also expect to improve Lifecore segment adjusted EBITDA, which we expect to be approximately double our third quarter fiscal year '23 results, aided by a more normalized revenue mix.

The timing impacts we have been discussing, including the completion of some larger revenue, late-stage development projects in the prior year and this year's impact on delays in commercialization the timing of commencing new development projects and the commencement of earlier lower revenue stage projects are expected to be present through Q1 of fiscal '24 before we expect to return to more normalized revenue and adjusted EBITDA levels that we realized in fiscal year '22, which would reflect substantial revenue and adjusted EBITDA growth over fiscal year '23 results.

Now turning to our balance sheet. At the end of fiscal third quarter ended February 26, 2023, please note that the Curation Foods, and all of assets and liabilities and the impact of the segment's cash flows on our consolidated results are still reflected in our financial statements.

Since we divested the remaining Curation and all of business subsequent to our third quarter, we will, for the first time, report a clean balance sheet with our fiscal fourth quarter results that reflect the go-forward Lifecore business in a standalone form.

Additionally, with the recent refinancing also complete, our fiscal year-end balance sheet will also reflect our new capital structure. Net bank debt on a reported basis for the fiscal quarter ended was $120 million, which compares to net bank debt at the end of fiscal '22 of $143.7 million.

With the refinancing, term debt has now been reclassified from current to long term as of the third quarter balance sheet date. CapEx was $6.3 million for the fiscal third quarter and $12.5 million in the year-to-date nine-month period.

CapEx is focused on supporting Lifecore's long-term growth initiatives and is earmarked for two multiuse isolator fillers and the associated formulation and process support equipment.

While we are on track to spend approximately $20 million in CapEx for the full fiscal year 2023, net amount will be moderated somewhat in fiscal year '24, but first half loaded as we welcome in our two new fillers. So with these fiscal third quarter figures as our bases, I'll try to help bridge you to present day.

Obviously, we've had quite a bit of change here in terms of our recent agreements with Alcon in the fourth quarter. So first, I'll provide some of the significant details on the new arrangements with Alcon.

We entered into a total cash commitment from Alcon paid at closing for $150 million, including term debt of $140 million and a sale leaseback of $10 million. The term debt is senior secured and matures in six years, with a single balloon payment due at maturity.

The term debt includes 10% interest per annum paid for the first three years, then 3% cash interest and 7% PIK interest thereafter until maturity. The only financial covenant under the facility contains a $4 million liquidity metric measured at the end of each quarter.

Post-closing, the assets under the sale leaseback will be appraised for fair market value and an adjustment will be made between the sale leaseback and the term debt at that time. The 10-year lease includes quarterly payments at 140 of the fair market value plus a 1.5% interest charge on amortized value.

that approximately $1.6 million in the first year cash payments recorded as a combination of interest expense through the P&L and principal reduction of lease obligations on the balance sheet. We have agreed with Alcon to explore setting up an additional HA fermentation facility in the ensuing years that Alcon funds and we operate.

We have an option to repurchase the equipment under the sale leaseback at the earliest of the new facility becoming operational, seven years or at least end. With the pros from the new Alcon arrangements, we repaid the prior lenders $107.5 million in term debt, $13.1 million in make-whole early prepayment fees plus accrued and unpaid interest.

We also paid the lenders $3. 4 million for their financial adviser legal fees to pay off the debt. We also incurred approximately $2 million in fees associated with our legal and financial advisers, which will either be capitalized to debt or expense as restructuring fees in the fourth quarter of fiscal year '23.

From an interest expense perspective, on a go-forward basis, we will have cash pay interest on the ABL of SOFR plus 2.5% and the interest associated with leases. The new term loan PIK interest is expected to save the company with approximately $15 million in annual cash pay interest from the prior term lender arrangements.

From a balance sheet perspective, with the new $140 million term facility that has since replaced the third quarter term debt creates a baseline pro forma debt position of $156 million, including facility at the end of the third quarter of fiscal year '23. Note that this excludes the $38.5 million of preferred equity in any lease obligations.

In addition, we had approximately $27 million of cash on a pro forma basis assuming the financing transaction was closed at the end of the third quarter.

While the company remains levered with the new lender arrangements, the combination of the lower cash pay interest, non-amortizing debt, covenant-light financing, reduced future period CapEx requirements to increase HA capacity and significant supply agreement improvements on the whole, we believe, provide with greater financial flexibility to achieve our significant growth aspirations in the years ahead, all without diluting current stockholders.

In addition, these arrangements allow Lifecore to maintain a stronger position during the strategic alternatives review process.

Considering our third quarter share count of 30.3 million diluted shares outstanding, we expect our share count to stay unaffected by the Series A convertible preferred until such time as the shares become convertible into common shares.

As a reminder, the Series A convertible preferred shares have a quarterly dividend rate of 7.5% and which is currently paid in kind and charged against additional paid in capital.

Series A holders have the option to convert their preferred stock into common stock at $7 per share or the company may mandatorily convert under certain circumstances as further described in the Series A governing documents.

To summarize, we're extremely pleased with the outcome from this comprehensive refinancing and the result and stability that it provides us. This was an arduous journey to get here, but it is nonetheless satisfied to resolve these issues in a constructive fashion. Lifecore is back on track.

We are focused on leveraging the investments in our commercial organization, and we look forward to reaccelerating growth in the quarters and years ahead. That concludes our call today. Thank you so much for participating..

The conference has now concluded. Thank you for attending today's presentation. You may now disconnect..

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