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Operator: Greetings, and welcome to the Lifecore Biomedical Q4 and Full Year 2024 Earnings Call. At this time all participants are in a listen-only mode. [Operator Instructions] As a reminder, this conference is being recorded. It’s now my pleasure to introduce your host, Stephanie Diaz, Investor Relations. Stephanie, please go ahead.

Stephanie Diaz: Good morning, and thank you for joining us today to discuss Lifecore Biomedical’s fourth quarter and full year fiscal 2024 earnings results. Hosting the call today from the company are Paul Josephs, President and CEO, and John Morberg, Chief Financial Officer. Before we begin today, we’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 Securities and Exchange Commission, including but not limited to, the company’s Form 10-K for fiscal year 2024 filed yesterday.

With that, I’d like to turn the call over to Paul Josephs, Chief Executive Officer.

Paul Josephs: Thank you, Stephanie. Good morning, everyone and thank you for joining us for our fiscal 2024 fourth quarter and yearend update. I’m pleased to join you for my first earnings call as Lifecore’s President and CEO. I joined the company in May of this year, and this is my 30th year in the CDMO industry. I’ve leveraged this experience to help me assess Lifecore’s strength and significant growth opportunities ahead. After my first 90 days with the company, I am pleased to share that I have even greater confidence in Lifecore’s business potential than I had when I decided to join the company. Supported by a robust quality management system, highly skilled team and long-standing track record, Lifecore has a strong foundation that I believe will enable us to provide differentiated solutions to our customers and the high-end quality products for their patients in the U.S. and abroad.

And it is my intent to lead our teams to implement efficiency-driving initiatives that will further improve the company’s performance over time. I look forward to earning your trust and sharing more exciting information as it becomes available. In the meantime, I’d like to pivot to discuss the company’s results for the fourth quarter and full year 2024. Operationally, fiscal 2024 was a strong top line year for the company as we recorded $128.3 million in revenues, representing a 24.2% increase over fiscal 2023. And while we are very pleased with this performance, it’s important to address the hurdles that the company overcame in parallel with these achievements. As previously recorded last year, Lifecore’s parent company completed divestitures of several food businesses, which enabled Lifecore to establish itself as a standalone CDMO.

These divestitures unfortunately contributed to several public reporting challenges, including the previously disclosed restatements for several historical periods, and as a result, significant delays in its public filings. We recognize that these delays have caused concern among our stakeholders and we deeply appreciate your patience as we work through these issues. I am also pleased to report that with yesterday’s filing of our Form 10-K, the company is now current with its SEC filings and is looking forward to refocusing its efforts to drive improved performance. We will now turn to our financial results for the fourth quarter and full year ended May 26, 2024 in further detail before discussing our outlook for the future. With that, I’ll pass it to John.

John D. Morberg: Thank you, Paul. As Paul stated, we are pleased to announce that we are now current on all our SEC filings. On August 9, we filed the three 10-Qs for the first three quarters of fiscal 2024 and yesterday, we filed our fiscal 2024 annual report on Form 10-K. Before we discuss the company’s financial results in further detail, we want to share some important changes regarding our financial presentation since our last earnings call, which we believe will provide helpful context in comparing our performance to historical periods. First, as previously communicated, we have transitioned to a single reporting segment as the food business divestitures are complete, and the company is now a standalone CDMO business. All of our financial information has been consolidated into what was previously the Lifecore Biomedical segment, including what was previously categorized under the corporate other segment, which is now collapsed into our income statement.

Secondly, we have changed our methodology for calculating adjusted EBITDA on a go-forward basis, which begins with this fiscal ’24 presentation as well as the historical periods that are being compared and also carries over to our fiscal ’25 outlook. Specifically, we are adding back stock-based compensation into our calculation of adjusted EBITDA, which is consistent with the reporting method used for the Lifecore only segment in prior years and many of our peers. We will continue to provide transparency regarding stock-based compensation as a line item in our adjusted EBITDA reconciliation. This change is aimed at providing a clearer and more consolidated view of our ability to generate cash as well as to align our performance with that of our peer group, which largely follows the same convention.

With that in mind, I will turn to our full year fiscal ’24 financial results. For the full fiscal year of 2024, our performance was consistent with the prior updates we’ve provided and the guidance we laid out for the year. Lifecore successfully exited the trough experienced in the prior year, achieving a recovery of revenue and profitability. The company reported a total revenue increase of 24.2%, reaching $128.3 million. This growth was driven by a 17.7% increase in the hyaluronic acid or HA raw material manufacturing or fermentation business, and a 26.5% increase in the CDMO business. The rise in HA manufacturing revenue was primarily due to higher demand in the current year. Meanwhile, the CDMO revenue growth was attributed to the previously announced commercialization of a new product in the second quarter of fiscal year ’24, increased demand from existing customers, price increases from amended commercial agreements at the beginning of the calendar year and a modest increase in development services projects.

Lifecore’s gross profit for the full year of ’24 increased by 49.5%, reaching $41.9 million, which represents a gross margin of 32.6%, up from 27.1% in the prior year. This significant improvement in gross profit was primarily due to a favorable volume variance of $6.8 million, driven by the year-over-year revenue increase and a favorable rate variance of $7.1 million. The rate variance was influenced by the higher revenue volumes in the current year, leveraging fixed overhead costs as well as the price increases contained in commercial contract amendments to offset inflationary impacts in prior years. Adjusted EBITDA for the full year of ’24 increased by $9.1 million or 82%, reaching $20.2 million. As noted previously, these figures add back stock-based compensation in both periods for fiscal year ’24 in the amount of $6.2 million, and in fiscal year ’23 in the amount of $3.6 million.

The adjusted EBITDA margin ended at 15.8%, marking a 5.1 percentage point increase over the prior year. Excluded from adjusted EBITDA for the full year of ’24 are restructuring, reorganization, monetary penalties and shareholder settlement costs of approximately $15.7 million, which is down from $20.1 million in the prior year and startup and other costs of approximately $2.3 million compared to $1 million in the prior year. The company continues to incur restructuring and reorganization costs as part of its continued recentralization of back-office functions including financial, accounting, compliance and IT infrastructure. For fiscal year ’25, Lifecore expects to incur $5.5 million to $6.5 million of restructuring and reorganization costs, primarily in the first half of the fiscal year.

These costs are associated with elevated accounting fees related to the delayed filings and auditor changeover, legal costs related to a recent shareholder activism settlement and severance costs from the previously announced reduction in workforce. In terms of quarterly performance for fiscal fourth quarter 2024, Lifecore’s revenue followed the prior guidance on quarterly cadence with approximately 43% recognized in the first two quarters and 57% in the second two quarters of fiscal ’24, including 29% in fiscal ’24 fourth quarter. This distribution aligns with the company’s expectations and reflects its strategic approach to managing revenue growth throughout the fiscal year. Shifting to our fiscal ’25 outlook, we are introducing revenue guidance in the range of $126.5 million to $130 million, which implies a growth rate of minus 1.4% to plus 1.4% and is consistent with our fiscal year ’24 revenues at the midpoint of the range.

This flat revenue outlook for the upcoming year is influenced by several factors. Primarily, one of our key customers is undertaking a global initiative to reduce and rebalance their inventories, which will temporarily limit our revenue growth. However, we anticipate more stable and sustainable order patterns in the future as their order patterns should begin to align more closely with a robust anticipated sales cadence. Next, we do not currently expect new commercial launches from our development pipeline in fiscal year ’25 as we did in fiscal year ’24 due to the timing of FDA approvals. Additionally, a small commercial customer who contributed approximately $3.2 million in revenue during Q2 and Q3 of fiscal ’24 has moved their production in-house.

This revenue will not be repeated in fiscal ’25. We also finalized a $5 million development services project at the end of the fourth quarter of fiscal ’24, which will not contribute to fiscal ’25 revenues. While we anticipate slower revenue growth in fiscal year ’25 due to these factors, we remain confident in the improvement of both our revenue growth and margins beyond this period. And we plan to share more details on our long-range strategy during our Investor Day in November 2024 and we’ll provide further scheduling details when available. From an adjusted EBITDA perspective, we are guiding to a range of $19 million to $21 million, excluding stock-based compensation costs of $9 million to $10 million, which is an increase in stock-based compensation costs from $6.2 million in the prior year.

The forecasted adjusted EBITDA margin is expected to be between 15.3% to 16.2%. We anticipate gross margins to decline by approximately 225 to 275 basis points due to a mix shift towards more commercial revenues and increased depreciation costs for new equipment purchases. Additionally, we expect operating expenses after excluding restructuring and reorganization costs and stock-based compensation costs in both fiscal years ’25 and ’24 to decrease by approximately 200 to 250 basis points. This decrease is primarily due to cost savings from the reduction in force. As previously reported, in early July, we implemented a strategic reduction in our workforce, affecting 46 employees or 9% of our employee base. From a total compensation perspective, the reduction resulted in approximately $4.7 million in annual salary and benefit savings, of which approximately 65% is in direct and indirect labor, which we expect to provide a benefit to gross margin in future periods as the lower cost inventories are sold through.

The balance of the estimated savings or 35% is expected to be reflected in selling, general and administrative expenses. With respect to quarterly cadence, we expect fiscal year ’25 revenues to follow the seasonal trends observed in fiscal year ’24. Specifically, Q1 is projected to being our lowest revenue quarter of the year at about 17% to 19% of our annual revenues, which is customary given the scheduled downtime to recertify our clean rooms. This results in an overall revenue split of approximately 42% in the first half and 58% in the second half of the fiscal year. Adjusted EBITDA is also expected to follow the fiscal year ’24 seasonal trends with 85% to 90% of our adjusted EBITDA occurring in the back half of the fiscal year. Now turning to our balance sheet.

Net term and revolver debt on a reported basis for fiscal year ’24 was $175.2 million, including $8.5 million of cash, which compares to net bank debt at the end of fiscal ’23 of $147.9 million. The $27.7 million increase in net debt is due to $14.8 million in noncash PIK interest on the term debt, $2.9 million additional borrowings under the revolver, $600,000 payments under the sale leaseback and a cash balance decrease of $10.6 million. The debt derivative liability recorded at the commencement of the term debt declined by $42.1 million to $22.8 million due to the completion of the strategic alternatives review process where probabilities of a change in control, embedded derivatives significantly declined, resulting in a noncash other income in the statement of operations.

Moving to CapEx. Cash used for capital expenditures totaled $17.9 million for fiscal year ’24 as compared to $21.5 million in fiscal ’23, focused on supporting Lifecore’s long-term growth initiatives, primarily related to the new isolator fillers and the associated formulation and process support equipment. For fiscal ’25, we expect capital expenditures to decline to approximately $10 million to $14 million, depending on the timing of payments as compared to capital expenditures of $17.9 million during fiscal year 2024. The fiscal ’25 CapEx spend is primarily related to finalizing payments on the new fillers, including final installation costs of the 5-head filler and maintenance CapEx. From a cash flow’s perspective, we expect to generate slightly negative free cash flow for fiscal year ’25 with our guidance announced today, including our CapEx spend and estimated restructuring and reorganization costs.

And that concludes my financial review. I’ll now turn the call back over to Paul for an overview of operations for the period.

Paul Josephs: Thank you, John. To reiterate, I am pleased to report our accounting issues are resolved and we are now current with all our SEC filings. I would like to say my sincere thank you to our dedicated accounting, finance and support teams that worked tirelessly with our auditors and legal groups to complete this formidable task. With this administrative matters behind us, we are fully focused on the business ahead. As I mentioned in my opening comments, I believe the growth opportunity at Lifecore is substantial. To capitalize on this growth opportunity, we must execute our strategic plan with precision and conviction. This work is already underway as we are conducting a comprehensive review of Lifecore’s operations, procedures, capabilities and facilities.

I will now provide an update on our progress in each of these areas, beginning with operations. One of my first acts as CEO was to conduct a comprehensive review of all aspects of the company’s operations, including headcount. As part of this process, it became clear to me that our company’s headcount was oversized for our current business. While such decisions are never easy, a reduction in force was necessary to align the organization with our current business needs. While unfortunate, I believe this decision was key as a first step, to achieving our goal of improved efficiencies and creating a more agile, responsive and competitive organization. With these adjustments made, our focus now shifts to driving impactful growth through three key areas.

The first is maximization of our base business and customers. I have spent considerable time with our current commercial customers to better understand their business and long-term needs. Based on these discussions, I believe that our current commercial business represents a strong opportunity for growth in the next few years. In addition, based on our team’s excellent track record of service and the trust we’ve earned with our existing customers, we are in active discussions with a number of our partners to add new programs to our site, both development and commercial site transfers that would expand our share of these existing customers’ production budgets. Finally, from a commercial excellence perspective, we are focused in on standardizing our approach to ensure that we are appropriately and equitably compensated for the work we do on behalf of our customers.

My second area of focus for growth is advancement of our development portfolio towards commercialization. With our project management, business development, operations and finance teams, we have conducted a rigorous review of our current programs and the status — their status of development. This has resulted in us removing a small number of programs from our forward-looking projections. We then probability weighted the remaining programs based on timing of commercial launch and projected volume over time. The result is, we have an exciting collection of programs which span the development spectrum, Phase 1 to Phase 3, along with medical device programs, which we believe will drive growth over a multiyear period. The third and final area of our growth strategy that I will focus on today is, we are — targeting of aggressive addition of new programs to the company’s pipeline.

Lifecore has a strong and undeniable legacy of manufacturing, viscous and hard-to-handle programs. Through the addition of our new 5-head isolator filler capabilities, we believe we are well positioned to favorably compete in this large and growing market space. Despite the aforementioned reduction in force, we have increased our commercial presence and our marketing spend to drive market awareness of Lifecore. In fact, we have recently expanded our commercial team with the addition of new sales representatives who will focus in on key drug development geographies in the United States. These new representatives joined the organization in Q1 2025 and we look forward to their contributions. From an initial targeting perspective, over the last 60 days, we have engaged with significant multinational pharmaceutical companies on our new filler capabilities.

The investment in these new fillers has opened the door to partnering type discussions with multiple leading multinational pharmaceutical companies regarding dedicated capacity for a range of products. We are pleased with the interest we have seen with this dedicated capacity model. And while nothing is imminent, we believe that multiple impactful opportunities may emerge from these discussions. In conclusion, I’m honored to lead Lifecore during this exciting time. We are working diligently to leverage our operational foundation and refined commercial strategy to elevate Lifecore in the future. By incorporating efficiencies and delivering exceptional value to our customers, we believe Lifecore is well positioned to emerge as a leader in the CDMO sector.

We look forward to sharing our progress in future earnings calls at our Investor Day on November 21, where we will provide a comprehensive overview of our advancements and future plans. We hope that you will join us. This concludes our prepared remarks for today. Operator, you may now open the call for questions.

Operator: Thank you. [Operator Instructions] Our first question today is coming from Michael Petusky from Barrington Research. Your line is now live.

Michael Petusky: Hi, good morning. Part of the call, I was sort of going out and I’m just curious, did you guys mention the sort of the current projects that you have ongoing as has been sort of the historical way you guys sort of talk about development stuff.

Paul Josephs: Michael, thanks for the question. This is Paul. We talked about with regard to our development pipeline, a number of programs that we anticipate commercializing over the next few years. I did articulate that during that review, in my first 90 days, we did call out or call out a handful of programs from our forward-looking projections. But the pipeline itself, commercial projections remain strong and robust. And we’re very excited about the potential future of the commercial revenue associated with those programs.

Michael Petusky: Well, I’m sorry. And maybe it’s just been my phone but I missed about half of that. Did you guys talk about given the headwinds that you have with this key customer rebalancing inventory and the one customer that I guess, will be sort of a negative $3.4 million or so headwind, did you talk about essentially what are the assumptions in terms of new customer wins or going deeper with customers? How do you make up sort of the gap between the headwinds you’re facing and sort of getting to flat revs for the year?

Paul Josephs: Yes, so with regard to the flat revenues, as you stated, we did lose one specific customer who won’t be recurring, they have moved their production internal. The balance of our commercial revenue remains very strong. We have a strong outlook with regard to the forward-looking demand for those programs and have great significant confidence in our 2025 projection. That’s how the revenue is made up. On the development side, there’s a small component that we are anticipating contributions from our BD team from new programs. But for the most part, our revenue is known to us and we have great confidence in that for FY25.

Michael Petusky: Okay. All right. Thank you very much.

Operator: Thanks. [Operator Instructions] Our next question is coming from Jacob Johnson from Stephens. Your line is now live.

Unidentified Analyst: This is Mack on for Jacob. Just a few questions for me. Paul, now that you’re in the CEO seat, how are you thinking about the medium-term outlook beyond FY24? I know you just kind of touched on it. But is double-digit growth a reasonable expectation beyond FY25? And given the fill-finish assets you have and some of the demand we are seeing in the injectable market, are there any opportunities for you to support GLP-1s?

Paul Josephs: Mack, thanks for the question. We’re only providing guidance here for FY25 but I would articulate to you that we feel very strongly about our future and our ability to participate favorably with regard to the growing market, specifically with regard to the injectable space. We certainly have the capability to produce GLP-1s. And the entire prefilled syringe market is an exciting and growing market, which we think we will favorably compete in.

Unidentified Analyst: And just a quick follow-up, on EBITDA margins, EBITDA margins were like roughly 15%, 15.5%, 15.7% in FY24. You’re guiding to flattish EBITDA margins for FY25. How much of a benefit does the RIF include? You may have mentioned in the prepared remarks but I may have missed it. And looking ahead, how should we think about incremental margins as Lifecore returns to growth?

Paul Josephs: Well, certainly, from an EBITDA margin standpoint, we expect for improvement over a period of time through significant volume being added to the site and then the operational improvement. With regard to the impact this year. I’ll let John speak further to that.

John D. Morberg: Yes. I think I had mentioned in the remarks, as far as guidance goes for next year, we do have a reduction that we’re expecting in the gross profit margins primarily due to the mix between commercial and development revenues. But then with the RIF savings, everything that we’ve done, we see us picking that up in the operating expense side, leaving overall flat margins. But as Paul mentioned, we think those margins can certainly improve over time with a higher revenue base. We certainly expect to leverage margins, particularly in the operating expense side going forward.

Unidentified Analyst: Thank you. Appreciate the color.

Operator: Thank you. We’ve reached the end of our question-and-answer session. I’d like to turn the floor back over to Paul for any further closing comments.

Paul Josephs: Thank you, operator. In closing, I want to take a moment to express my sincere gratitude to our Lifecore team for the warm welcome I’ve received. Your dedication and hard work are the heartbeat of Lifecore. I appreciate your openness to change and your efforts to make us stronger every day. To our customers, thank you for your partnership and trust you place in us. And to our shareholders, your confidence in Lifecore is the foundation upon which we build our future. Together, we have an exciting future in front of us. That concludes our call today. Thank you for participating.

Operator: Thank you. That does conclude today’s teleconference and webcast. You may disconnect your line at this time and have a wonderful day. We thank you for your participation today.