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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 3, 2025
LIFECORE BIOMEDICAL, INC.
(Exact name of registrant as specified in its charter)
Delaware
000-27446 94-3025618
(State or other jurisdiction of incorporation)
(Commission file number) (IRS Employer Identification No.)
   3515 Lyman Boulevard
 Chaska,
Minnesota
55318
(Address of principal executive offices) (Zip Code)
(952) 368-4300
(Registrant’s telephone number, including area code)
 Not Applicable
(Former name or former address, if changed since last report)
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:
☐ Written communication 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 Name of each exchange on which registered
Common stock, par value $0.001 per share LFCR 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 2.02    Results of Operations and Financial Condition.
On April 3, 2025, Lifecore Biomedical, Inc. (the “Company”) issued a press release announcing its consolidated financial results for the fiscal quarter ended February 23, 2025. The press release is furnished herewith as Exhibit 99.1.
The information in this Item 2.02 of this Current Report, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that Section. The information in this Item 2.02 of this Current Report, including Exhibit 99.1, shall not be incorporated by reference in any filing under the Securities Act of 1933, as amended or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 7.01    Regulation FD
On April 3, 2025, the Company made available on its website certain investor presentation materials (the “Investor Presentation”). A copy of the Investor Presentation is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated by reference in this Item 7.01.
The information furnished in this Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.2 attached hereto) shall not be deemed “filed” for purposes of Section 18 of the Exchange Act and shall not be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Item 9.01    Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.



SIGNATURE
Pursuant to the requirements of 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.
Date: April 3, 2025
LIFECORE BIOMEDICAL, INC.
By: /s/ Ryan D. Lake
Ryan D. Lake
Chief Financial Officer

EX-99.1 2 lfcr-25q3xex991earningsrel.htm EX-99.1 Document
Exhibit 99.1
Lifecore Biomedical Reports Third Quarter Fiscal 2025 Financial Results and Provides Corporate Update
-- Recorded Revenues of $35.2 Million for Q3 Fiscal 2025 --
-- Signed Multiple Development Agreements with New and Existing Customers --
-- Strengthened Balance Sheet through Sale of Excess Capital Equipment, Raising Approximately $17.0 Million --
Conference Call Today at 4:30pm ET
CHASKA, Minn., April 3, 2025 -- Lifecore Biomedical, Inc. (NASDAQ: LFCR) (“Lifecore”), a fully integrated contract development and manufacturing organization (“CDMO”), today announced its financial results for the third quarter of fiscal 2025.
Highlights from Third Quarter of Fiscal 2025
“During the third quarter, Lifecore continued to aggressively and successfully execute our stated plan for the year, with noteworthy accomplishments across multiple areas of the business. During the third quarter, our team signed multiple new agreements with both new and existing customers. Our revenues for the period were strong and on target with our guidance for the year. Furthermore, our cash balance was strengthened through the sale of our unused filler. Lastly, significant improvements and efficiencies were made throughout the business to enhance our overall operations and improve margins. Today, we believe Lifecore is stronger financially, and our manufacturing pipeline is more developed than at any point in the company’s recent history. We are excited to build on this momentum that we believe will position us well to achieve sustainable profitability in the not too distant future,” stated Paul Josephs, president and chief executive officer of Lifecore.
Third Quarter Developments
New Business
•The company signed multiple new agreements during the third quarter with both new and existing customers, including a project expansion with a large multi-national pharmaceutical customer. These new and expanded projects span the range of Lifecore’s capabilities and the company is pleased to continue as the partner of choice for many of its existing customers.
Operations
•To support the company’s value creation strategy, Lifecore has continued to implement important organizational strategies and measures to enhance its sustainability and profitability. Specifically, the company is actively continuing to look for opportunities to reduce operational expenses, facilitate a performance-driven culture, and strengthen its recognized commitment to quality. The company made progress in each of these areas during the third quarter, resulting in improved operational efficiencies and margins.
Financial and Corporate
•In January, Lifecore announced that it had entered into an agreement with a non-competitive buyer for the sale of the company’s previously purchased, but not yet installed, high-speed, multi-purpose isolator filler. Under the terms of the agreement, the buyer has agreed to pay Lifecore an aggregate purchase price of $17 million in exchange for the filler, of which $7 million was paid at closing and the remaining payments are payable in three tranches over the next 18 months. As a reminder, Lifecore recently



installed a high-speed 5-head filler, providing the company with a maximum of $300 million of revenue-generating capacity to support its mid-term and long-term revenue growth objectives. Given this currently available capacity, the uninstalled filler represented a compelling opportunity to monetize unused equipment and enhance the company’s financial position.
Consolidated Third Quarter Fiscal 2025 Financial Results
Revenues for the three months ended February 23, 2025, were $35.2 million, a decrease of 2% compared to $35.7 million for the comparable prior year period. The decrease in revenues was primarily due to a $1.5 million decrease in CDMO revenues, which included $1.7 million of lower sales volume from a customer termination and $1.5 million lower development revenue due to completion of discrete project life-cycles and timing of customer projects, partially offset by $1.1 million of value focused customer pricing initiatives and a $0.9 million contractual take-or-pay arrangement. In addition, hyaluronic acid (“HA”) manufacturing revenues increased $1.0 million primarily from increased demand from a customer due to their supply chain initiatives.
Gross profit for the three months ended February 23, 2025, was $9.8 million, compared to $11.9 million for the same period last year. The $2.0 million unfavorable gross profit is due to a $3.0 million decrease in CDMO gross profit which reflected a $2.5 million fluctuation on the adjustment of inventories to their net realizable value, primarily due to the absence of a favorable adjustment in the prior year due to an improvement in sales prices, and a $0.9 million decrease due to a customer termination resulting in write-off of inventory and equipment that was partially offset by $0.5 million due to an overall favorable sales mix that included a contractual take-or-pay arrangement, lower development revenue and pricing improvements. There was also a $1.0 million increase in HA manufacturing gross profit due to increased volumes and manufacturing variances.
Selling, general and administrative expenses for the three months ended February 23, 2025, were $10.1 million, compared to $9.8 million for the same period last year. The increase in SG&A expenses was primarily due to a $1.1 million increase in stock based compensation, the majority of which was related to new hire performance stock unit grants to principal executive officers, and partially offset by $0.7 million in reduced consulting expenses resulting from the finance and accounting transformation. Also included in selling, general and administrative expenses for the current period is $2.2 million primarily related to legal expenses related to legacy matters. The prior period included $2.3 million primarily related to incremental audit and consulting fees related to the financial restatement and expenses related to the divestiture of Curation Foods.
Interest expense was $5.5 million for the three months ended February 23, 2025, an increase compared to $4.3 million for the same period last year. The increase in interest expense, net was primarily a result of an increase of $0.9 million related to the growth in principal, net of unamortized discount, under the Alcon term loans due to interest paid-in-kind and amortization of the initial debt derivative value. There was an additional net increase of $0.3 million primarily from a reduction in capitalized interest related to the idling, then sale, of the isolator filler.
For the three months ended February 23, 2025, the company recorded net loss of $14.8 million and $0.47 of loss per diluted share, as compared to net income of $15.6 million and $0.42 of income per diluted share, for the same period last year, which included an unusually large favorable $21.0 million non-cash fair market value adjustment to the debt derivative liability associated with the term loan credit facility. Adjusted EBITDA* for the three months ended February 23, 2025, was $5.7 million, a decrease of $0.7 million compared to $6.4 million in the prior year period. The decrease in Adjusted EBITDA was primarily due to the decrease in gross profit, exclusive of the inventory and equipment write-off, of $1.1 million.
*Adjusted EBITDA is a non-GAAP financial measure (see reconciliation of non-GAAP financial measures in this release).



Consolidated First Nine Months Fiscal 2025 Financial Results
Revenues for the nine months ended February 23, 2025, were $92.4 million, an increase of 2% compared to $90.4 million for the comparable prior year period. The increase in revenues was due to a $3.0 million increase in HA manufacturing demand primarily due to Lifecore’s largest customer's supply chain initiatives. The decline in CDMO revenues is primarily due to $2.7 million of reduced volumes primarily driven by a customer working down inventory levels built in the prior year period, $1.7 million of lower sales volume from a customer termination, and $1.7 million lower development revenue due to completion of discrete project life-cycles and timing of customer projects, partially offset by $5.0 million of value focused customer pricing initiatives and a $0.9 million contractual take-or-pay arrangement.
Gross profit for the nine months ended February 23, 2025, was $26.3 million, compared to $24.6 million for the same period last year. The $1.7 million improvement in gross profit is due to a $1.7 million increase in HA manufacturing gross profit due to increased volumes and manufacturing variances. There were a combination of factors within CDMO gross profit that offset, including a $2.7 million fluctuation on the adjustment of inventories to their net realizable value, primarily due to the absence of a favorable adjustment in the prior year due to an improvement in sales prices, and a $0.9 million decrease due to a customer termination resulting in write-off of inventory and equipment which were negated by $3.6 million due to a favorable overall sales mix that included a contractual take-or-pay arrangement, lower development revenues and pricing improvements.
Selling, general and administrative expenses for the nine months ended February 23, 2025, were $35.1 million, compared to $28.2 million for the same period last year. The increase in SG&A expenses was primarily due to a $3.8 million increase in stock based compensation, the majority of which was related to new hire performance stock unit grants to principal executive officers and a $0.5 million increase primarily related to consulting legal and accounting fees. Also included in SG&A for the current period is $9.5 million primarily related to various legacy legal matters and costs related to the financial restatement. The prior period included $7.2 million primarily related to incremental audit and consulting fees related to the financial restatement and expenses related to strategic alternatives and the divestiture of Curation Foods.
Interest expense was $16.3 million for the nine months ended February 23, 2025, an increase compared to $12.3 million for the same period last year. The increase in interest expense, net was primarily a result of an increase of $2.8 million related to the growth in principal, net of unamortized discount, of the Alcon term loans due to interest paid-in-kind and amortization of the initial debt derivative value. There was an additional net increase of $1.2 million primarily from a reduction in capitalized interest related to the idling, then sale, of the isolator filler.
For the nine months ended February 23, 2025, the company recorded net loss of $37.6 million and $1.24 of loss per diluted share, as compared to net income of $19.1 million and $0.52 of income per diluted share, for the same period last year, which included an unusually large favorable $41.9 million non-cash fair market value adjustment to the debt derivative liability associated with the term loan credit facility. Adjusted EBITDA* for the nine months ended February 23, 2025, was $10.4 million, a $0.6 million increase from $9.8 million in the prior year period. The increase in Adjusted EBITDA was primarily due to the increase in gross profit, exclusive of the inventory and equipment write-off, of $0.8 million.
Financial Guidance
For the full fiscal year 2025, the company is reiterating its financial guidance and expects revenue to be approximately $126.5 to $130 million and Adjusted EBITDA* to be in the range of $19 to $21 million.

*Adjusted EBITDA is a non-GAAP financial measure (see reconciliation of non-GAAP financial measures in this release).




Earnings Webcast
Lifecore Biomedical will host a conference call today, April 3, 2025, at 4:30 p.m. ET to discuss the company’s third quarter fiscal 2025 financial results. The webcast can be accessed via Lifecore’s Investor Events & Presentations page at: https://ir.lifecore.com/events-presentations. An archived version of the webcast will be available on the website for 30 days.
About Lifecore Biomedical
Lifecore Biomedical, Inc. is a fully integrated contract development and manufacturing organization (CDMO) that offers highly differentiated capabilities in the development, fill and finish of sterile injectable pharmaceutical products in syringes, vials and cartridges, including complex formulations. As a leading manufacturer of premium, injectable-grade hyaluronic acid, Lifecore brings more than 40 years of expertise as a partner for global and emerging biopharmaceutical and biotechnology companies across multiple therapeutic categories to bring their innovations to market. For more information about the company, visit Lifecore’s website at www.lifecore.com.
Non-GAAP Financial Information
This press release contains non-GAAP financial information, including Adjusted EBITDA. The company has included a reconciliation of Adjusted EBITDA to Net (loss) income, the most directly comparable financial measure calculated in accordance with GAAP. See the section entitled “Non-GAAP Reconciliations” in this release for the company’s definition of Adjusted EBITDA and a reconciliation thereof to Net (loss) income.
The company has disclosed these non-GAAP financial measures to supplement its consolidated financial statements presented in accordance with GAAP. These non-GAAP financial measures exclude/include certain items that are included in the company’s results reported in accordance with GAAP. Management believes these non-GAAP financial measures provide useful additional information to investors about trends in the company’s operations and are useful for period-over-period comparisons. These non-GAAP financial measures should not be considered in isolation or as a substitute for the comparable GAAP measures. In addition, these non-GAAP financial measures may not be the same as similar measures provided by other companies due to the potential differences in methods of calculation and items being excluded/included. These non-GAAP financial measures should be read in conjunction with the company’s consolidated financial statements presented in accordance with GAAP.
Important Cautions Regarding Forward-Looking Statements
This press release contains forward-looking statements regarding future events and our future results that are subject to the safe harbor created under the Private Securities Litigation Reform Act of 1995 and other safe harbors under the Securities Act of 1933 and the Securities Exchange Act of 1934. Words such as “anticipate”, “estimate”, “expect”, “project”, “plan”, “intend”, “believe”, “may”, “might”, “will”, “should”, “can have”, “likely” and similar expressions are used to identify forward-looking statements. In addition, all statements regarding our current operating and financial expectations in light of historical results, anticipated capacity and utilization, anticipated liquidity, and anticipated future customer relationships usage are forward-looking statements. All forward-looking statements involve certain risks and uncertainties that could cause actual results to differ materially, including such factors among others, as the timing and expenses associated with operations, government regulations affecting our business, the timing of regulatory approvals, the company’s ability to successfully enact its business strategies, including with respect to installation, capacity generation and its ability to attract demand for its services, its ability expand its relationship with its existing customers or attract new customers, the impact of inflation on the company’s business and financial condition, indications of a change in the market cycles in the CDMO market; changes in business conditions and general economic conditions both domestically and globally including rising interest rates, fluctuation in foreign currency exchange rates, access to capital, and tariffs and global trade tensions; and other risk factors set forth from time to time in the company’s SEC filings, including, but not limited to, the Annual Report on Form 10-K for the year ended May 26, 2024 (the “2024 10-K”).



For additional information about factors that could cause actual results to differ materially from those described in the forward-looking statements, please refer to our filings with the Securities and Exchange Commission, including the risk factors contained in the 2024 10-K. Forward-looking statements represent management’s current expectations as of the date hereof and are inherently uncertain. Except as required by law, we do not undertake any obligation to update forward-looking statements made by us to reflect subsequent events or circumstances.
Lifecore Biomedical, Inc. Contact Information:
Stephanie Diaz (Investors)
Vida Strategic Partners
415-675-7401
sdiaz@vidasp.com
Tim Brons (Media)
Vida Strategic Partners
415-675-7402
tbrons@vidasp.com
Ryan D. Lake (CFO)
Lifecore Biomedical
952-368-6244
ryan.lake@lifecore.com



LIFECORE BIOMEDICAL, INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
(in thousands, except share and per share amounts) February 23,
2025
May 26,
2024
ASSETS (unaudited)
Current assets:
Cash and cash equivalents $ 5,417  $ 8,462 
Accounts receivable, net of allowance for credit losses of $897 and $711
11,364  16,985 
Accounts receivable, related party 16,136  10,099 
Current portion of note receivable
8,000  — 
Contract assets 6,150  4,069 
Inventories, net 34,596  39,979 
Prepaid expenses and other current assets 2,548  1,439 
Total current assets 84,211  81,033 
Property, plant, and equipment, net of accumulated depreciation of $55,498 and $50,334
128,223  149,165 
Operating lease right-of-use assets 2,233  2,442 
Goodwill 13,881  13,881 
Intangible assets, net of accumulated amortization of $3,700
4,200  4,200 
Other assets 4,945  3,239 
Total assets $ 237,693  $ 253,960 
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable $ 7,405  $ 16,334 
Current portion of operating lease liabilities
3,966  3,963 
Accrued expenses and other current liabilities
19,745  18,575 
Total current liabilities 31,116  38,872 
Debt, net of current portion
8,346  22,906 
Debt, net of current portion, related party
115,663  100,819 
Debt derivative liability, related party 23,900  25,400 
Operating lease liabilities, net of current portion
1,436  1,729 
Other liabilities
9,806  10,332 
Total liabilities 190,267  200,058 
Commitments and contingencies
Series A Redeemable Convertible Preferred Stock, $0.001 par value; 2,000,000 shares authorized; 44,894 and 42,461 shares issued and outstanding, redemption value $45,455 and $42,991
45,197  42,587 
Stockholders’ equity:
Common Stock, $0.001 par value; 75,000,000 shares authorized; 37,025,331 and 30,562,961 shares issued and outstanding
37  31 
Additional paid-in capital 206,285  177,807 
Accumulated deficit (204,093) (166,523)
Total stockholders’ equity
2,229  11,315 
Total liabilities, redeemable convertible preferred stock, and stockholders’ equity
$ 237,693  $ 253,960 



LIFECORE BIOMEDICAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three months ended Nine months ended
(in thousands)
February 23,
2025
February 25,
2024
February 23,
2025
February 25,
2024
Revenues $ 16,233  $ 17,054  $ 52,560  $ 54,528 
Revenues, related party 18,921  18,650  39,863  35,847 
Total revenues 35,154  35,704  92,423  90,375 
Cost of goods sold 25,309  23,810  66,107  65,797 
Gross profit 9,845  11,894  26,316  24,578 
Research and development expenses 2,045  2,170  6,155  6,414 
Selling, general, and administrative expenses 10,093  9,848  35,066  28,237 
Loss on sale or disposal of assets, net of portion classified as cost of sales
6,851  —  6,895 
Restructuring (recovery) costs
(115) 771  772  918 
Operating loss (9,029) (895) (22,572) (10,993)
Interest expense, net (641) (921) (2,558) (2,546)
Interest expense, related party (4,840) (3,368) (13,756) (9,754)
Change in fair value of debt derivative liability, related party (600) 21,000  1,500  41,900 
Other income (expense), net
333  (814) (174) (1,950)
(Loss) income from continuing operations before income taxes (14,777) 15,002  (37,560) 16,657 
Income tax benefit (expense) (217) (10) (240)
(Loss) income from continuing operations (14,769) 14,785  (37,570) 16,417 
Income from discontinued operations —  847  —  2,679 
Net (loss) income $ (14,769) $ 15,632  $ (37,570) $ 19,096 



LIFECORE BIOMEDICAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (CONTINUED)
(Unaudited)
Three months ended Nine months ended
(in thousands, except share and per share amounts)
February 23,
2025
February 25,
2024
February 23,
2025
February 25,
2024
Net (loss) income $ (14,769) $ 15,632  $ (37,570) $ 19,096 
Preferred stock dividends (2,466) —  (2,466) — 
Accretion of preferred stock to redemption value
(144) —  (144) — 
Fair value of conversion ratio improvement to preferred stockholders
—  —  (2,132) — 
(Loss) income available to common stockholders $ (17,379) $ 15,632  $ (42,312) $ 19,096 
Basic income or loss per share:
(Loss) income from continuing operations available to common stockholders $ (0.47) $ 0.48  $ (1.24) $ 0.54 
Income from discontinued operations —  0.03  —  0.09 
Basic (loss) income per share $ (0.47) $ 0.51  $ (1.24) $ 0.63 
Diluted income or loss per share:
(Loss) income from continuing operations available to common stockholders $ (0.47) $ 0.40  $ (1.24) $ 0.45 
Income from discontinued operations —  0.02  —  0.07 
Diluted (loss) income per share $ (0.47) $ 0.42  $ (1.24) $ 0.52 
Weighted average shares outstanding:
Basic 37,020,570  30,487,596 34,080,062  30,449,673
Diluted 37,020,570  36,608,904 34,080,062  36,468,871



Non-GAAP Financial Reconciliations
Adjusted EBITDA is a non-GAAP financial measure. We define Adjusted EBITDA as net income or loss before (i) interest expense, net of interest income, (ii) income tax expense (benefit), (iii) depreciation and amortization, (iv) stock-based compensation, (v) change in fair value of debt derivatives, (vi) financing fees (non-interest), (vii) loss on sale or disposal of assets, (viii) reorganization costs, (ix) restructuring costs, (x) franchise tax equivalent to income tax, (xi) contract cancellation costs, (xii) loss (income) from discontinued operations (xiii) stockholder activist settlement costs, and (xiv) start-up costs, as well as any items that may arise from time to time that, in management’s judgment, significantly affect the assessment of earnings results between periods. See “Non-GAAP Financial Information” above for further information regarding the company’s use of non-GAAP financial measures.
Three months ended
Nine months ended
(in thousands) February 23,
2025
February 25,
2024
February 23,
2025
February 25,
2024
Net (loss) income (GAAP) (14,769) 15,632  (37,570) 19,096 
Interest expense, net 5,481  4,289  16,314  12,300 
Income tax (benefit) expense (8) 217  10  240 
Depreciation and amortization 2,076  2,006  6,113  5,940 
Stock-based compensation 2,552  1,493  8,343  4,603 
Change in fair value of debt derivatives 600  (21,000) (1,500) (41,900)
Financing fees (non-interest) —  1,009  643  2,371 
Loss on sale or disposal of assets 7,638  —  7,638 
Reorganization costs (a) 2,246  2,283  8,301  7,182 
Restructuring (recoveries) costs (a)
(115) 771  772  918 
Franchise tax equivalent to income tax 50  103  226 
Contract cancellation costs —  —  —  297 
Income from discontinued operations —  (847) —  (2,679)
Stockholder activist settlement (a) —  —  1,260  — 
Start-up costs —  474  —  1,200 
Adjusted EBITDA $ 5,704  $ 6,377  $ 10,427  $ 9,796 
(a)Restructuring, reorganization and stockholder activist settlement costs of $2.1 million and $10.3 million were incurred for the three and nine months ended February 23, 2025, respectively. Restructuring, reorganization and stockholder activist settlement costs of $3.1 million and $8.1 million were incurred for the three and nine months ended February 25, 2024, respectively. These costs primarily related to elevated accounting fees associated with the fiscal 2024 audit, legal expenses, consulting fees and severance costs from the restructuring reductions in force and former CEO in fiscal year 2024 and former CFO departure in fiscal year 2025.



2025 Guidance Compared to Fiscal Year 2024 Results
Year ending Year ended
(in thousands) May 25,
2025
May 26,
2024
(estimate)
Revenues
$ 126,500  $ 130,000  $ 128,261 
Net (loss) income (GAAP) (a) $ (38,600) $ (36,600) $ 12,013 
Interest expense, net 22,000  18,090 
Income tax expense (benefit) —  183 
Depreciation and amortization 8,200  7,954 
Stock-based compensation 10,500  6,201 
Change in fair value of debt derivatives (3,000) (39,500)
Financing fees (non-interest) 600  3,513 
Loss on sale or disposal of assets 7,600  — 
Reorganization costs (b) 11,400  9,796 
Restructuring (recoveries) costs (b)
(1,200) 1,656 
Franchise tax equivalent to income tax 200  272 
Contract cancellation costs —  567 
Loss (income) from discontinued operations —  (2,682)
Stockholder activist settlement (b) 1,300  459 
Start-up costs —  1,684 
Adjusted EBITDA $ 19,000  —  $ 21,000  $ 20,206 
(a)We previously estimated net loss to be $28.6 million to $26.6 million, which we now estimate will be $38.6 million to $36.6 million. The increase is due to loss on disposal of assets, elevated legal expenses related to the civil litigation, change in fair value of debt derivatives, higher interest expense, and higher reorganization expense, partially offset by lower restructuring expense related to the resolution of a historical lease obligation of the Curation Foods business.
(b)We previously estimated restructuring, reorganization, stockholder activist settlement costs to be $10.3 million, which we now estimate will be approximately $11.5 million of which $10.3 million was incurred in the nine months ended February 23, 2025. The overage is due to elevated legal expenses related to the civil litigation and severance for restructured roles, partially offset by lower restructuring expense.

EX-99.2 3 q3fy25lifecoreinvestorpr.htm EX-99.2 q3fy25lifecoreinvestorpr
April 2025


 
2 Important Information Regarding Forward-Looking Statements This presentation includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements, among other things, relate to the Company’s growth drivers and expected levels of our organic growth; the impact of our investment in development and commercial initiatives; financial guidance, including timing of revenues and EBITDA; our ability to manage costs and to achieve our financial goals; our ability to operate under lending covenants; our ability to maintain sufficient liquidity to operate the business; our ability to pay our debt under our credit agreement and to maintain relationships with CDMO commercial partners and develop additional commercial and development partnerships. The words "anticipate", "believe", "could", “goal, “objective”, "estimate", “upcoming”, "expect", "intend", "may",“might”, "plan", "predict", "project", "will“. “should”, “can have”, likely and similar terms and phrases may be used to identify forward-looking statements in this presentation. The forward-looking statements in this presentation are only predictions. Our operations involve risks and uncertainties, many of which are outside our control, and any one of which, or a combination of which, could materially affect our results of operations and whether the forward-looking statements ultimately prove to be correct. Factors that could cause the company’s actual outcomes to differ materially from those expressed in or underlying these forward-looking statements include, but are not limited to, unstable market and macroeconomic conditions, including any adverse impact on the customer ordering patterns or inventory rebalancing or disruption in raw materials or supply chain; demand for the company’s services, which depends in part on customers’ research and development funding, their clinical plans and the market success of their products; customers' changing inventory requirements and manufacturing plans; customers and prospective customers decisions to move forward with the company’s manufacturing services; the average profitability, or mix, of the products the company manufactures; the company’s ability to enhance existing or introduce new services in a timely manner; fluctuations in the costs, availability, and suitability of the components of the products the company manufactures, including active pharmaceutical ingredients, excipients, purchased components and raw materials, or the company’s customers facing increasing or new competition; the Company's ability to successfully enact its business strategies, including with respect to installation, capacity generation and its ability to attract demand for its services; the Company's ability to remain current with its reports with the Securities and Exchange Commission (the “SEC”); the Company’s ability to collect on customers’ receivable balances; the extent to which health epidemics and other outbreaks of communicable diseases could disrupt our operations; and other risks and uncertainties discussed in our filings with the Securities and Exchange Commission at www.sec.gov. These forward-looking statements are based on information currently available to us, and we assume no obligation to update any forward-looking statements except as required by applicable law. Any historical or projected financial information contained in this presentation are not intended to be indicative of future financial results. The events and circumstances reflected in these forward- looking statements, may not be achieved or occur, and actual results could differ materially from those projected in the forward-looking statements. Undue reliance should not be placed on the forward-looking statements. Moreover, we operate in a dynamic industry and economy. New risk factors could emerge from time to time, and it is not possible for our management to predict all uncertainties that the Company may face.


 
3 Non-GAAP Financial Measures This presentation contains non-GAAP financial information including Adjusted EBITDA. The Company has included a reconciliation of Adjusted EBITDA to Net (loss) income, the most directly comparable financial measure calculated in accordance with GAAP. We define Adjusted EBITDA Net (loss) income as determined under GAAP excluding (i) interest expense, net of interest income, (ii) income tax expense (benefit), (iii) depreciation and amortization, (iv) stock-based compensation, (v) change in fair value derivatives, (vi) financing fees (non-interest), (vii) loss on sale or disposal of assets, (viii) reorganization costs, (ix) restructuring costs, (x) franchise tax equivalent to income tax, (xi) contract cancellation costs, (xii) loss (income) from discontinued operations, (xiii) stockholder activist settlement costs, and (xiv) start-up costs. The Company has disclosed these non-GAAP financial measures to supplement its consolidated financial statements presented in accordance with GAAP. These non-GAAP financial measures exclude/include certain items that are included in the Company’s results reported in accordance with GAAP. Management believes these non-GAAP financial measures provide useful additional information to investors about trends in the Company’s operations and are useful for period-over-period comparisons. These non-GAAP financial measures should not be considered in isolation or as a substitute for the comparable GAAP measures. In addition, these non-GAAP financial measures may not be the same as similar measures provided by other companies due to the potential differences in methods of calculation and items being excluded/included. These non-GAAP financial measures should be read in conjunction with the Company’s consolidated financial statements presented in accordance with GAAP.


 
4 Key Takeaways CDMO Industry Leader with Broad Capabilities in Injectables Aggressive Growth Strategy Targeting 12%+ Revenue CAGR and Adj. EBITDA margins of 25%+ in Mid-Term High-Growth Market Expected to Increase by 100% by 2030 High-Value Pipeline Including Multiple Programs Expected to Commercialize in Mid-Term Expanded Capacity & Revenue Potential of ~$300M Annually* Experienced Leadership & Exceptional Track Record of Success * The information provided may not be achieved and there is continued uncertainty relating to any guidance contained herein. There can be no assurance that such results will occur or that such results will be materially different from actual results. The estimate was based on historical fiscal year 2024 revenues, projected development pipeline, and new business pricing, volume and other assumptions.


 
5 Our Journey: Transformation to Standalone CDMO Low-Margin Commodity Agricultural Businesses THEN:


 
6 Our Journey: Transformation to Standalone CDMO NOW: Best-in-class technical capabilities Strengthened financial position Doubled revenue-generating capacity Leadership transition complete Nasdaq / regulatory compliance Enhanced business development resources & strategy


 
7 Lifecore at a Glance 450 Employees Inclusive, Performance- Driven Culture Fully integrated CDMO offering development and fill/finish of sterile injectable pharmaceuticals Projected Revenues* (FY2025E) $126.5M - $130M Projected Adj. EBITDA* (FY2025E) $19M - $21M Leader in Sodium Hyaluronate (HA) Global Regulatory Capabilities Founded in 1965 Corporate Headquarters * See disclaimers on slides 2 & 3, and non-GAAP reconciliations on slide 25 Approx.


 
8 Campus Overview Site 1 – HQ (Lyman Blvd.) 150,000 sqft Site 2 (Lakeview Drive) 78,000 sqft Site 3 (Shelby Court) 20,000 sqft Manufacturing Operations • Sodium hyaluronate manufacturing (fermentation) • Drug and medical device formulation and filling • Secondary packaging • Microbiology and analytical quality control laboratories • Warehousing: 6,400 sqft CRT; 1,500 sqft cooler • Distribution Contract Development • Pilot laboratory Manufacturing Operations • Final packaging • Warehousing: 16,400 sqft CRT; 4,000 sqft cooler • Distribution • Quality control laboratory • Particulate lab Contract Development • Analytical development laboratory Manufacturing Operations • Receipt, inspection, & warehousing of raw materials and components • 10,000 ft2 CRT; 1,795 sqft cooler 248,000sqft ~450State-of-the-art facilities, within 2 square miles Employees


 
9 We Serve Large and Growing Markets with Strong Tailwinds Global Injectable CDMO $10B Market1 +10% CAGR Western Manufacturing Momentum Hyaluronic Acid $9.8B Market2 +7% CAGR Global CDMO $120B Market1 +8% CAGR 50%+ of annual US drug approvals are injectables4 GLP-1 $47B Market3 Expected to Increase 10X 1. Jefferies September 2024 PBOA - 8th Annual Meeting Uncovering Life Sciences Investment Trends /J. Miller October 2024 – Outsourcing Includes drug product (finished dose form), drug substance (active pharmaceutical ingredients (API) 2. Global Market Insights March 2024 – Hyaluronic Acid Market Size & Share – Trends Reports, 2024-2032 3. Markets and Markets July 2024- GLP-1 Analogues Market Size, Share & Trends 2032 4. William Blair Equity Research August 2024 – Percent of FDA Approvals for 2023 and YTD as of July 31, 2024


 
Executing Three-Pronged Growth Strategy Maximizing Existing Customer Business Advancing Programs Towards Commercialization Driving New Business 10


 
11 FOCUSED ON MAXIMIZING UTILIZATION OF AVAILABLE CAPACITY Mid-Term and Long-Term Revenue Outlook $126.5-$130M $178M-$205M $300M1 Expansion of existing commercial contracts Portfolio Commercialization New Business Revenue growth driven by maximization of existing customer base, portfolio commercialization, and new business 20M Units 45M Units 45M Units 45M Units 50% 20% ~40% ~100% Available Capacity Capacity Utilization FY 2024 FY 2025 Addition of new 5-Head Isolator Filler For illustrative purposes only, timing, estimates, assumptions and the actual growth of revenue and capacity utilization may vary significantly, and we may not be able to achieve our anticipated financial goals. The information provided is as of November 2024 and is for illustrative only; the growth cycle may not be achieved and there is continued uncertainty relating to any guidance contained herein. There can be no assurance that such results will occur or that such results may be materially different from actual results. 1. Based on estimates derived from internal testing and historical capacity data. There can be no assurance that such results will occur or that such results will be materially different from actual results. Mid-Term Long-Term ~12% CAGR


 
12 Expanding Existing Customer Relationships Know our customers Establish trust and reliability Establish Lifecore as a partner-of- choice for the future CDMO needs of existing customers Anticipate customers’ growing needs Efficient onboarding of new programs Consistent engagement Focus on commercial excellence Maintain/increase margin profile Lifecore prides itself on building long-term relationships, with multiple customer relationships ranging from 1. As of Q1FY25 M A X I M I Z I N G E X I S T I N G C U S T O M E R B U S I N E S S 20 yrs to nearly 40 yrs1


 
13 Fill & Finish: Pathway to Doubling Commercial Demand • Significant inflection point expected from minimum volumes beginning in 2027 • Potential upside to contractual minimums For illustrative purposes only, timing, estimates, assumptions and the actual capacity utilization may vary significantly, and we may not be able to achieve our anticipated financial goals. The information provided is as of November 2024 and is illustrative only, the growth cycle may not be achieved and there is continued uncertainty relating to any guidance contained herein. There can be no assurance that such results will occur or that such results may be materially different from actual results. M A X I M I Z I N G E X I S T I N G C U S T O M E R B U S I N E S S Today Minimum Guaranteed Commitments New Growth Mid-Term Commercial Unit Projection ~2x


 
14 HA Fermentation: Strong & Steady Demand LIFECORE’S PREMIUM SODIUM HYALURONATE: doses sold worldwide 150 million1 • Ophthalmology • Orthopedics • Drug delivery • Biomaterials • Aesthetics • Oncology • Pain management Proven Applications Worldwide: M A X I M I Z I N G E X I S T I N G C U S T O M E R B U S I N E S S 1. As of September 2024 More than Lifecore manufactures >20 commercially approved HA injectable products


 
15 Strong, Diverse Pipeline • Impactful commercial revenue potential over the mid-term • Strong development project pipeline: vials, syringes, cartridges • Diversification across broad customer base Total Pipeline Represents $100M - $200M1 in Incremental Commercial Revenue Potential 1. Assumes full realization of management's estimates as of September 2024 for annual commercial revenue potential from pipeline projects at peak sales. Information presented is not risk and probability adjusted and the actual revenue realization may vary significantly. This does not assume new customer additions or attrition. There can be no assurance that such results will occur or that such results will be materially different from actual results. 2. Projects are defined as individual drugs or devices for which Lifecore provides manufacturing services; as of 09/24 Active Projects2 Late Stage: 10 Early-Mid Stage: 15 A D V A N C I N G P R O G R A M S T O W A R D S C O M M E R C I A L I Z A T I O N


 
16 Late-Stage Development Portfolio: Impactful Revenue Potential1,2 Customer Product Type 2025 2026 2027 2028 Specialty Pharma Med Device Large Pharma Med Device Specialty Pharma NDA* Specialty Pharma Med Device Specialty Pharma NDA Specialty Pharma NDA Specialty Pharma Med Device Specialty Pharma Med Device Specialty Pharma NDA Specialty Pharma Med Device *Large Pharma company retains commercial rights to product 1. Assumes full realization of management's estimates for annual commercial revenue potential from pipeline projects as of Sept. 2024 at peak sales (not risk-adjusted). Information presented is not risk and probability-adjusted, and the actual revenue realization may vary significantly. There can be no assurance that such results will occur and that such results will be materially different from actual results. 2. All years are calendar years. $10MM + $5MM - $10MM < $5MM Estimated Annual Revenue Potential1 A D V A N C I N G P R O G R A M S T O W A R D S C O M M E R C I A L I Z A T I O N


 
17 Attracting New High-Value Business Installation of 5-head filler Strategically expand target market Expanding business development & brand awareness D R I V I N G N E W B U S I N E S S


 
18 LO W CO ST – CO M M O DI TY GE NE RI CS HIGH POTENT – CYTO TO XIC /HORM ONES Strategically Expand Target Markets • Expanding beyond high-viscosity legacy • Attractive therapeutic areas • NCEs in Phase 2, Phase 3 • Unique, injectable delivery systems • Ophthalmic and orthopedic medical devices • Commercial site transfers mAbs Complex Generics Biologics Injectable Medical Device Biosimilars Small Molecule GLP1 Peptides D R I V I N G N E W B U S I N E S S


 
19 Expanded Targets Lead to Growing Pipeline • Strong, diverse and growing universe of 50+ potential future business opportunities1 • Mix of both large and specialty pharma • Subset of opportunities are HA-related, representing a broadening of our pipeline • Significant number of late-stage development or commercial site transfer programs Prospective Opportunities In process of being qualified - Inform & educate on Lifecore capabilities - Active Opportunities Within our capabilities with an identified close date D R I V I N G N E W B U S I N E S S 1. As of Sept. 2024


 
20 New Technology Opens Door to New Business State-of-the-Art, 5-Head Isolator Filler • Full isolator technology, state-of-the-art containment • Significantly expanded available capacity • Broad capability: vials, syringes & cartridges • Strengthens compliance Approximately 100% increase in annual production capacity* * Based on estimates derived from internal testing and historical capacity data. There can be no assurance that such results will occur or that such results will be materially different from actual results. D R I V I N G N E W B U S I N E S S


 
Sustaining Objectives Support Value Creation 21 Commitment to Quality Reduced Operational Expenses Performance-Driven Culture


 
22 ~15% 25%+ FY 2025 Mid-Term Adj. EBITDA Margin Adj. EBITDA Margin Reduction in operating expenses Expansion of existing commercial contracts Portfolio commercialization New business Operating leverage Efficiency and Revenue Growth Drive Margin Improvement For illustrative purposes only, timing, estimates, assumptions and the actual growth of adjusted EBITDA may vary significantly; we may not be able to manage our costs and achieve our anticipated financial goals. The information provided is as of November 2024 and is illustrative only, the growth cycle may not be achieved and there is continued uncertainty relating to any guidance contained herein. There can be no assurance that such results will occur or that such results may be materially different from actual results.


 
23 40+ Years of Strong Track Record with Global Regulatory Bodies World-class quality system Ability to support multiple geographies


 
24 Financial Highlights Revenue and Adjusted EBITDA were strong and in line with fiscal year guidance Third quarter fiscal 2025 financial results • Revenues: $35.2 million, 2% decrease from Q3 fiscal 2024 • Net loss: $14.8 million • Adjusted EBITDA: $5.7 million, down $0.7 million from Q3 fiscal 2024 Full year fiscal 2025 guidance • Revenue: $126.5 to $130 million • Net loss: $38.6 to $36.6 million • Adjusted EBITDA: $19 to $21 million Third quarter fiscal 2025 developments Signed Multiple New Project Agreements with New & Existing Customers Strengthened Balance Sheet with Sale of 10-Head Filler, Raising Approximately $17.0 Million


 
25 Reconciliation of Non-GAAP Financial Measures To supplement the company’s financial results determined by U.S. generally accepted accounting principles (“GAAP”), the company has disclosed in the table below the following non-GAAP information about Adjusted EBITDA. 1 Adjusted EBITDA is net (loss) income as determined under GAAP excluding (i) interest expense, net of interest income, (ii) income tax expense (benefit), (iii) depreciation and amortization, (iv) stock-based compensation, (v) change in fair value of debt derivatives, (vi) financing fees (non-interest), (vii) loss on sale or disposal of assets, (viii) reorganization costs, (ix) restructuring costs, (x) franchise tax equivalent to income tax, (xi) contract cancellation costs, (xii) loss (income) from discontinued operations, (xiii) stockholder activist settlement costs, and (xiv) start-up costs. The company believes that non-GAAP financial measures, such as Adjusted EBITDA, are helpful in understanding its business as it is useful to investors in allowing for greater transparency of supplementation information used by management. Adjusted EBITDA, is used by investors, as well as management in assessing the company’s performance. Non-GAAP financial measures should be considered in addition to, but not as substitute for, reported GAAP results. Further, non-GAAP financial measures, even if similarly titled, may not be calculated in the same manner by all companies, and therefore should not be compared. 1. See disclaimers and important information on Slides 2 and 3 Reorganization costs include costs not expected to be incurred on a normalized basis associated with Lifecore becoming a stand-alone entity, divestitures, litigation related with former owners of acquired businesses, restatements of financial statements and change in auditors. Restructuring costs are related to board approved actions consisting primarily of employee severance, lease cost of exited facilities, and costs associated with divested businesses. (a) We previously estimated net loss to be $28.6 million to $26.6 million, which we now estimate will be $38.6 million to $36.6 million. The increase is due to loss on disposal of assets, elevated legal expenses related to the civil litigation, change in fair value of debt derivatives, higher interest expense, and higher reorganization expense, partially offset by lower restructuring expense related to the resolution of a historical lease obligation of the Curation Foods business. (b) We previously estimated restructuring, reorganization, stockholder activist settlement costs to be $10.3 million, which we now estimate will be approximately $11.5 million of which $10.3 million was incurred in the nine months ended February 23, 2025. The overage is due to elevated legal expenses related to the civil litigation and severance for restructured roles, partially offset by lower restructuring expense. (in thousands) February 23, 2025 February 25, 2024 May 25, 2025 May 26, 2024 Net (loss) income (GAAP) (a) (14,769) 15,632 (38,600) - (36,600) 12,013 Interest expense, net 5,481 4,289 22,000 18,090 Income tax (benefit) expense (8) 217 - 183 Depreciation and amortization 2,076 2,006 8,200 7,954 Stock-based compensation 2,552 1,493 10,500 6,201 Change in fair value of debt derivatives 600 (21,000) (3,000) (39,500) Financing fees (non-interest) - 1,009 600 3,513 Loss on sale or disposal of assets 7,638 - 7,600 - Reorganization costs (b) 2,246 2,283 11,400 9,796 Restructuring (recovery) costs (b) (115) 771 (1,200) 1,656 Franchise tax equivalent to income tax 3 50 200 272 Contract cancellation costs - - - 567 Income from discontinued operations - (847) - (2,682) Stockholder activist settlement (b) - - 1,300 459 Start-up costs - 474 - 1,684 Adjusted EBITDA $ 5,704 $ 6,377 $ 19,000 - 21,000 $ 20,206 Three Months Ended Twelve Months Ended Third Quarter Fiscal 2025 Results Fiscal 2025 Guidance


 
Thank you