Good afternoon, ladies and gentlemen. Thank you for standing by. Welcome to MamaMancini's Third Quarter Fiscal 2022 Earnings Conference Call. [Operator Instructions] This conference is being recorded today, December 14, 2021, and the earnings press release accompanying this conference call was issued at the close of the market today.

On our call today is MamaMancini's Chairman and CEO, Carl Wolf; President and COO, Matthew Brown; CFO, Larry Morgenstein; and Greg Falesnik, CEO of MZ North America, MamaMancini's Investor Relations firm.

I would now like to turn the conference over to Greg to read a disclaimer about the following statements.

Greg Falesnik - Managing Director – MZ North America

Thank you, operator. Before we get started, I'll read a disclaimer about forward-looking statements. This conference call may contain, in addition to historical information, forward-looking statements within the meaning of the federal securities laws regarding MamaMancini's. Forward-looking statements include, but are not limited to, statements that express the Company's intentions, beliefs, expectations, strategies, predictions or any other statements relating to its future earnings, activities, events or conditions. These statements are based on current expectations, estimates and projections about the Company's business based, in part, on assumptions made by management. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may and are likely to differ materially from what is expressed or forecasted in the forward-looking statements, due to numerous factors discussed from time to time in this report and other documents, which the Company files with the US Securities and Exchange Commission.

In addition, such statements could be affected by risks and uncertainties related by - to factors beyond the Company's control. Matters that may cause actual results to differ materially from those in the forward-looking statements include, among other factors, the loss of key management personnel, availability of capital and any major litigation regarding the Company. In addition, this conference call contains time-sensitive information that reflects management's best analysis only as of the date and time of this conference call. The Company does not take any - undertake any obligation to publicly update or revise any forward-looking statements to reflect future events, information or circumstances that arise after the date of this conference call.

At this time, I'd like to turn the call over to Carl Wolf, the Company's Chairman and Chief Executive Officer. Carl, the floor is yours.

Carl Wolf - Chairman of the Board of Directors and Chief Executive Office

Okay. Thank you, Greg. And thank you, everyone, for joining us today. I'd like to welcome you to our third quarter fiscal 2022 financial results conference call. Third quarter of fiscal 2022 was highly focused on acquisition efforts. We have notably advanced some significant internal efforts to explore potential acquisition. Our focus is on companies with complementary products in the perimeter of the supermarket, as well as exceptional operational and financial metrics. Troy [Phonetic], it seems like there's a little bit of a static on the line.

The ability to realize new distribution relationships and push an existing product through our already robust distribution network and attractive valuation is our chief goal. We hope to announce our first major acquisition in the near term as we move through our due diligence process. If completed, this would dramatically increase our sales and EBITDA. We anticipate financing the acquisition with our cash on hand and bank financing with the goal of minimizing any dilution. As a reminder, I myself is the largest shareholder of MMMB, more to come on this front.

Given our growth expectations and the revenue from our near-term acquisition targets, we believe MamaMancini's has the potential to approach our $100 million in annual sales within 18 months, establishing us as a truly national platform company. We continue to innovate our core product line as well, as we will soon begin to ship a major new line of ready-to-eat meals in up to 11 varieties. Due to the immediate labor shortages facing retailers, we believe that this line will have great success. Our new convenient Meatballs-in-a-Cup product will launch for testing in the first quarter at an attractive $3.99 price point. The high protein content of 16 grams, and very modest calories are attractive attributes to health conscious consumers. This product has the potential to efficiently service the exciting convenience store, supermarket, and university foodservice opportunities.

We have added to production capacity to handle $10 million to $12 million in incremental annualized sales. In addition, we are about to ready to begin first supply to Amazon Fresh, representing our first direct-to-consumer online sales. We believe this will be a large opportunity for our beyond MamaMancini's plant-based meatballs. This will start as a smaller count, though could be significant over time. This is based upon a cooperative marketing program with Amazon Fresh and historical comparables from other companies.

Our growing sales are a result of our high quality and innovative new products, and our effective multi-pronged marketing efforts. These have historically included radio campaigns, social media efforts, and continued work with QVC. I'd like to touch on a few of these now.

On the social media side of things, we continue to maintain a robust reach engaging new customers and encouraging repeat purchases. To date, we have over 500,000 likes and continue to geo-target likely consumers who live within five miles of specific retail locations. Our QVC efforts have seen record success as well, with Dan Mancini's live pitches driving impressive sales on their platform. As many of you are aware, we were winners for three QVC Consumer Choice Awards: Best Meatball, Best Sauce and Most Trusted Brand. Perhaps most notably, a MamaMancini's product was named the coveted Today's Special Value deal on QVC for December 8, securing approximately five hours of airtime throughout the day. This will drive expected sales of $2 million spread throughout fiscal 2022 and '23, inclusive of auto delivery customers. QVC is North America's largest direct-to-consumer marketer, and is available in over 100 million homes throughout the US.

In summary, we believe the foundation building this quarter will lay the road for successful 2022. We believe that we maintain significant potential to begin shipping several exciting new product placements to Tier 1 retailers in the near term, and believe we are poised for a return to margin expansion by year end as several margin improvement initiatives come into play. I would expect sales to grow to $11.5 million to $12 million in the fourth quarter, up from $9.4 million in the year ago period, and up from $10.9 million this quarter. We are particularly excited by the growth opportunities facing the potential acquisitions, we are evaluating today in calendar year 2022, made possible by leveraging our national network of Tier 1 retailers and club store accounts.

I'd now like to turn the call over to Larry Morgenstein, our Chief Financial Officer to walk through some key financial details from the third quarter. Larry?

Larry Morgenstein - Chief Financial Officer

Thank you, Carl. Revenue for the third quarter of fiscal 2022 increased 12.1% to $10.9 million, as compared to $9.7 million in the same year ago quarter. The increase in revenue for the third quarter was a result of major new business with Whole Foods and Publix.

Gross profit totaled $2.7 million, or 25.2% of total revenues, in third quarter of fiscal 2022, as compared to $2.9 million, or 30.1% of total revenues in the same year ago quarter. The lower gross profit margin in the third quarter was due to higher cost of protein, cost of freight in all elements of supply. The Company expects gross margin will improve by fiscal year end as commodity prices normalize and higher production volumes will result in higher plant operating efficiencies, and significant price increases come into effect.

Operating expenses totaled $2.7 million in the third quarter of fiscal 2022, as compared to $2.1 million in the same year ago quarter. As a percentage of sales, operating expenses totaled 25.1% in the third quarter of fiscal 2022, as compared to 21.9% in the same year ago quarter. Operating expenses in the third quarter were affected by over $300,000 in increased logistic expenses, higher marketing expenses of approximately $100,000, which were introductory demonstration expenses for a new rotational retail item at a major national retailer, as well as over $150,000 in increased corporate infrastructure expenses in the third quarter, including higher Director fees, costs related to the Company's NASDAQ-listing, increases in corporate management to handle new acquisitions, new management systems and recruiting costs.

Pre-tax income for the third quarter of fiscal 2022 totaled $0 million, as compared to $0.7 million in the same year ago quarter. Net loss for the third quarter of fiscal 2022 totaled $0 million, or $0.00 per diluted share, as compared to a net income of $0.7 million, or $0.02 per diluted share in the same year ago quarter.

Cash and cash equivalents as of October 31, 2021 were $4.5 million, as compared to $1.8 million in the same year ago quarter, and $3.2 million as of January 31, 2021. The increased cash balances benefitted from $2.7 million [Phonetic] in increased cash flow from operations - from the year ago quarter, and $1.3 million from the beginning of last fiscal year. We do not anticipate raising any additional equity capital at this time, and are confident that cash on hand combined with our cash generated from operations each quarter will be sufficient to sustain our core operations as we grow.

This completes my comment. And now, I'd like to turn the call over to Matt Brown, our President and Chief Operating Officer. Matt?

Matthew Brown - President and Chief Operating Officer

Thanks, Larry. Plant operations worked well through a challenging period of inflationary commodity prices, both in raw materials and packaging, as well as skyrocketing freight costs and some signs of sustained supply chain interruptions. We successfully planned for and managed longer packaging supply lead times without customer interruption, and expanded our network of both material suppliers and logistics companies to provide greater price competition and greater reliability, which are now showing benefits.

Q3 2022 will be long remembered as the period where operations made aggressive preparations for its bright future. I will highlight several examples. In order to accelerate continuous improvement in setting and achieving performance metrics, we have hired a new Director of Operations with great experience in organizing and structuring workforces to achieve efficiencies in food processing environments. We felt adding a fresh challenging viewpoint to our management team would be helpful, as we structure for the next level. Our Director of Operations, Jorge Blanco is already making a positive impact.t

Consistent with our policy of replacing fully depreciated inefficient core machinery, we replaced one of the three MULTIVAC machines, adding both capacity and reliability to our ready-to-eat or RTE room, which wraps all of our food products. In preparation for the imminent launch of our new and exciting meals for one product line, we completed plans and began construction of our new assembly room specifically designed for efficient processes to support new business volume. This new room was achieved by relocating our staff room to plant space previously used by our professional staff, and the new product will begin rolling off the lines this month.

We also have been very busy finalizing preparations for our new Meatball-in-a-Cup snack product line, which we are presenting to convenience store chains and sea stores now. We are very excited about this product design, which includes six half-ounce meatballs and sauce in a microwavable cup. We plan to sell this in cases at 12, and widely distribute frozen across the nation.

Finally, throughout Q3, we completed preparations for going live on Oracle's NetSuite system, a new enterprise resource planning or otherwise known as an ERP system, replacing our financial management, procurement, manufacturing and inventory management functions. As a footnote, we are now live on the system, and while expectedly making some operational adjustments, we are seeing the benefits of this new integrated capability that it's bringing to the Company.

Finally, as Carl mentioned, we continue to look towards vertical integration through the acquisition of companies that not only align with our core competencies, but also align with our plant capabilities. We believe we have taken the steps necessary to prepare our management team for opportunities to gain leverages in cross-company product expansion and management of potential efficiencies.

At this point, I will turn the call back over to Carl for some final notes before wrapping the call up for Q&A. Carl?

Carl Wolf - Chairman of the Board of Directors and Chief Executive Office

Thank you, Larry and Matt. As I noted in my opening remarks, the business continues to fire on all cylinders, with our acquisition efforts progressing notably. We have laid the foundation for an incredibly strong growth trajectory in fiscal 2023. I firmly believe we are still in early innings of MamaMancini's growth trajectory, and increasing prominence as a public company. We will continue to scale operations and drive forward our acquisition efforts. We are poised for continued success on all fronts and look forward to seeing what the future holds for our building brand.

With that, I'll turn it over to the operator to begin our Q&A session. Operator?

Question & Answers

Operator

Thank you, sir. We will now begin the question-and-answer session. [Operator Instructions] Our first question will come from Howard Halpern from Taglich Brothers. Please go ahead.

Howard Halpern - Taglich Brothers - Analyst

First question relates to, I guess, the gross margin that you anticipate improving over time. What do you think the lag time is between the price increases and them accepting it, and the leverage that you are creating also within the plant? If you could add some color to that over the next few quarters?

Carl Wolf - Chairman of the Board of Directors and Chief Executive Office

I think this quarter is partial and the next quarter should be pretty close to complete. What happened this year is that in prior periods where there is spike in protein prices, they backed down as consumer had resistance, etc. Well, this year there wasn't any backdown. If have you read the Tyson report, their protein prices were up about 35% on average and their sales were down around 15%, and their profits doubled. So anyway, the resistance didn't develop among consumers, and so the price increases. So stocking actually went higher. So chains were reluctant to accept price increases, based upon prior years and the projection was it's a transitory. I think someone has heard that word before. And so anyway that is not the case and chains have pretty much thrown in the towel and accepted price increases readily. So, we are getting the prices through, most of them will occur January 1 through mid to late January. Also there was - we are really spending a lot of time on freight. Freight was $300,000 higher on way out, but about a $100,000 on way in. So we are spending a lot of time on managing that. So it affected us both ways.

Howard Halpern - Taglich Brothers - Analyst

Okay. And in terms of your acquisition pipeline, if you could just add a little bit more color. But in particular, are you looking at acquisitions that are geographically close to where you currently are, and acquisitions that will enable you to take your ready-to-eat product offerings to the next level?

Carl Wolf - Chairman of the Board of Directors and Chief Executive Office

All that. We're looking for acquisitions that at first geographically close, because we find the biggest opportunity is in private companies that have proven their worth, but are not distributed nationally. So that gives us the opportunity to distribute them. Also they being local, it allows us to manage them. We like products in the same perimeter of the store area, which is growing very rapidly. And so anyway, I think we have great opportunities there. Very high volume of opportunities.

Howard Halpern - Taglich Brothers - Analyst

Okay. And the acquisition candidates will have extra - allow you to create extra capacity for your current plans for your new product offerings?

Carl Wolf - Chairman of the Board of Directors and Chief Executive Office

Yes, it should.

Howard Halpern - Taglich Brothers - Analyst

Okay. And one…

Carl Wolf - Chairman of the Board of Directors and Chief Executive Office

The bigger opportunity in the short run is to expand their existing products into our distribution.

Howard Halpern - Taglich Brothers - Analyst

Okay. And just sort of an update question. Throughout the year you talked about initial product placements with customers, new customers, while expanding within customers. Have most of those placements taken place, or could we expect some more initial throughput through your system?

Carl Wolf - Chairman of the Board of Directors and Chief Executive Office

Well, we had one major rotation with a national customer chain this summer, and that was also part of our problem in March through October. And that was part of the problem, because we were on a fixed price. And that - [Indecipherable] couldn't raise the price, and also had a high introductory marketing expense. However, the product did extraordinarily well and now that it is out of rotation, we're getting tons of consumer requests for where can we find it. So - and it's a branded product. So we're very happy. So we paid the price and the cost for developing a new major customer in the mega millions range on a yearly basis to that occur. The other customers have been successful in the placement and we paid more. This is a time of year you don't get new placements, you get them in the beginning of the year. However, in the ready-to-eat meals for one we do have a major placement. The first orders are going out this quarter with a major customer. And we think there will be many. First indications are very, very strong that this will be a major, major line for us.

Howard Halpern - Taglich Brothers - Analyst

Okay. And just one final question. Are you having any troubles finding employees to come to join the MamaMancini's team?

Carl Wolf - Chairman of the Board of Directors and Chief Executive Office

No. We are okay on labor. We're more okay. We have a good work environment, and we have a lot of minority workers who are mainly Hispanic or very hard working. In that community, we have a very good reputation.

Howard Halpern - Taglich Brothers - Analyst

Okay. Well, guys, keep up the great work.

Carl Wolf - Chairman of the Board of Directors and Chief Executive Office

Thank you.

Operator

[Operator Instructions] Our next question will come from Bill Lapp [Phonetic]. Please go ahead.

Carl Wolf - Chairman of the Board of Directors and Chief Executive Office

Hey, Bill.

Bill Lapp - - Analyst

Bill Lapp. Okay, you recognize me. Hi, Carl.

Carl Wolf - Chairman of the Board of Directors and Chief Executive Office

Sure, I do.

Bill Lapp - - Analyst

Yeah. Carl, a little disappointed. You're moving so slowly on this acquisition. I mean you got paralysis analysis it seems to me. How long is it going to take? I thought you had one candidate, you were pretty sold out and you're just completing your due diligence. How far along are you on that candidate?

Carl Wolf - Chairman of the Board of Directors and Chief Executive Office

We're very far along. So until we sign the contract, which is we think very imminent, we cannot have an answer. But, if anything [Speech Overlap]

Bill Lapp - - Analyst

Okay. When you see a contract, not a letter of intent - a definitive purchase agreement, right?

Carl Wolf - Chairman of the Board of Directors and Chief Executive Office

Yes.

Bill Lapp - - Analyst

Okay. So you're waiting till that definitive purchase agreement is before you announce it, right?

Carl Wolf - Chairman of the Board of Directors and Chief Executive Office

There's a lot to do in the final stages of an acquisition.

Bill Lapp - - Analyst

Yeah, I know.

Carl Wolf - Chairman of the Board of Directors and Chief Executive Office

In terms of completing all the compliance and changeover details, etc.

Bill Lapp - - Analyst

So basically, you've reached an agreement, you're papering it. And when that's all done, it should be coming forth shortly? Is that correct?

Carl Wolf - Chairman of the Board of Directors and Chief Executive Office

We have not signed an agreement.

Bill Lapp - - Analyst

No. But I mean, is there are any open issues that could cause that…

Carl Wolf - Chairman of the Board of Directors and Chief Executive Office

Nothing. We don't think so. However, again anything can happen at the last hour. And there is always things that come up that have to be resolved.

Bill Lapp - - Analyst

Okay. So would you say, based on your knowledge now it's 30 days, 60 days, what would you say - subject to those…

Carl Wolf - Chairman of the Board of Directors and Chief Executive Office

Tomorrow.

Bill Lapp - - Analyst

Tomorrow. Okay. Well, you may need it. Your stocks are $1.56, $1.63.

Carl Wolf - Chairman of the Board of Directors and Chief Executive Office

A good time to buy. Don't you know it?

Bill Lapp - - Analyst

Yeah. Now, the other thing I was trying to understand is what - did you forecast $100 million run rate or what did you open up in your remarks. Was it - how much - I know you did…

Carl Wolf - Chairman of the Board of Directors and Chief Executive Office

With the growth rate of a major acquisition or potentially others and our own growth basis, we envision ourselves potentially being $100 million company within 18 months.

Bill Lapp - - Analyst

Within 18 months, $100 million, great. And can you give us any feeling about this acquisition? How much sales that would add assuming you make it? I mean you may not make it, but would it be a $20 million revenue?

Carl Wolf - Chairman of the Board of Directors and Chief Executive Office

It's very, very significant sales.

Bill Lapp - - Analyst

Pardon?

Carl Wolf - Chairman of the Board of Directors and Chief Executive Office

It would be very significant sales. It would be very significant sales.

Bill Lapp - - Analyst

Okay.

Carl Wolf - Chairman of the Board of Directors and Chief Executive Office

I can't really say much more about…

Bill Lapp - - Analyst

No, I understand. I'm not trying to pressure. I'm just trying to - you've been going along with these things so long. It just takes a lot of time. I appreciate that.

Carl Wolf - Chairman of the Board of Directors and Chief Executive Office

I think, this is not unusual and…

Bill Lapp - - Analyst

No, I understand. And you want to do it right, you don't want to get it wrong.

Carl Wolf - Chairman of the Board of Directors and Chief Executive Office

When you deal with a private company, you have to do more intensive due diligence and the work.

Bill Lapp - - Analyst

Right. I respect that.

Carl Wolf - Chairman of the Board of Directors and Chief Executive Office

It's just the nature of it.

Bill Lapp - - Analyst

Yeah. No, I understand, because an ounce of prevention is worth a pound of cure. Okay. So is this quarter - do you - I don't know if you've said it, but do you forecast making a profit in the fourth quarter, or didn't you make a projection?

Carl Wolf - Chairman of the Board of Directors and Chief Executive Office

I think we will. I think we will. But it's still very early in the quarter.

Bill Lapp - - Analyst

That's right, because your quarter will end in when?

Carl Wolf - Chairman of the Board of Directors and Chief Executive Office

January 31.

Bill Lapp - - Analyst

Okay. So you got another 45 days, okay. Now you were talking with Howard about this, and you mentioned that in October you couldn't raise the prices, but you did a lot of work and you got those customers that are calling you and wanting the product. Did you retain the client? Did you retain that store?

Carl Wolf - Chairman of the Board of Directors and Chief Executive Office

Yes.

Bill Lapp - - Analyst

Okay. So they've created more of a demand. So the store needs you because they're getting a lot of calls for the product. Is that correct?

Carl Wolf - Chairman of the Board of Directors and Chief Executive Office

Well, that's part of it. The other part of it is that some clients resisted the price increases based upon last year. Last year, prices spiked very heavily because of supply problems of factories and COVID. And they went up very high, but then they backed off very, very quickly. So a lot of the chains felt that was the same thing would happen again, that there will be a lot of resistance. So it didn't happen. And right now, everyone is assuming that it's not as our government says transitory.

Bill Lapp - - Analyst

Okay. And just - this new product with meatball six in a cup, how much are you going to sell that for? Do you have a - how much is that going to be sold for?

Carl Wolf - Chairman of the Board of Directors and Chief Executive Office

Generally speaking, it's 50% of the retail.

Bill Lapp - - Analyst

Okay. And do you have an existing order for that now?

Carl Wolf - Chairman of the Board of Directors and Chief Executive Office

No. We're going with - we will have packaging in-house in the next week, and then we will - because we have prototypes, and we didn't want to and that we're - we got a lot of issues dealing with that it microwaved properly. So we didn't want to book anything. So we knew that it worked very well, and we believe that. The volume on that, at this point, it's unproven. But there is a very big marketplace for protein. There's two markets in convenience stores, one for snacks and regular soda and so forth. But there is a very big market for kind bars and alternative drinks and protein, beef, turkeys. And so we're appealing to that market, which really makes it a universal product. The beauty of our product is that it can go out on a hot case, which has very high volume and taste excellent. It's very easy to use. It's high in protein. It's 290 calories for a seven-ounce serving, which is very modest, and that has antioxidants. So we think there is a lot of interest in it. How well it will actually do in the market place, we do not know yet. But if successful, it could be millions and millions of dollars of business.

Bill Lapp - - Analyst

But how are you going to pull it through? Are you going to - be it advertising a lot? How are you going to get the awareness?

Carl Wolf - Chairman of the Board of Directors and Chief Executive Office

Green store [Phonetic] item like this is totally impulse. And we do what we have, quite a recognition, but it's an impulse item.

Bill Lapp - - Analyst

Okay. So I'm not saying - so the people that come into buy that, do they microwave it there, or they take it home and microwave?

Carl Wolf - Chairman of the Board of Directors and Chief Executive Office

They have a choice. We have two different types of customers. They are going to microwave it in the store, put it out on counter, ready to grab and go like breakfast sandwiches, a burger. So now you're going to get an alternative to a burger for high. So that's very effect. If succeeds there, the volume is through the roof. The other thing is that it's behind the counter and you order it, and they microwave it for a couple of minutes, and you have a product ready to go. And the third one is, you take it home or you microwave it in the store. Take it home and microwave it or in the store, microwave and take it.

Bill Lapp - - Analyst

Have you had any test runs or any beta sites, if at all with the product?

Carl Wolf - Chairman of the Board of Directors and Chief Executive Office

No, no.

Bill Lapp - - Analyst

Okay, because…

Carl Wolf - Chairman of the Board of Directors and Chief Executive Office

No, we know. We don't know yet. So…

Bill Lapp - - Analyst

Okay. So in other words, this is…

Carl Wolf - Chairman of the Board of Directors and Chief Executive Office

We're excited about the beta sites. We are limiting our whole team based on the interest. We'd like to go out to several prospects who have interest and we're limiting it, because in case we have to tweak it or have issues…

Bill Lapp - - Analyst

Right. You got to test it through. Right.

Carl Wolf - Chairman of the Board of Directors and Chief Executive Office

In the whole marketplace. We do know the packaging is very attractive. We're very happy with that. We'll probably be posting that on a press release soon once we have the actual product.

Bill Lapp - - Analyst

So, do you think you'll - when do you think this will occur? When do you think you'll have it at the site to test, or whatever you're going to do and the packaging?

Carl Wolf - Chairman of the Board of Directors and Chief Executive Office

Hopefully in the month of January.

Bill Lapp - - Analyst

Month of January. Okay. All right. Well, good luck, and keep up the hard work, and I hope you're feeling okay.

Carl Wolf - Chairman of the Board of Directors and Chief Executive Office

Great. Thank you. Thank you.

Operator

This concludes our question-and-answer session. I would like to turn the conference back over to Carl Wolf for any closing remarks.

Carl Wolf - Chairman of the Board of Directors and Chief Executive Office

I want to thank everyone for participating in this conference call. And we want to let you know that once COVID restrictions has declined, we will actively participate in investor shows and conferences. We look forward to continuing update on our progress. Thank you.

Operator

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Q3 2022

Earnings Transcript

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