lfcr-20240225

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Quarter Ended February 25, 2024, or


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition period for _________ to _________.

Commission file number: 000-27446

LIFECORE BIOMEDICAL, INC.

(Exact name of registrant as specified in its charter)


Delaware			94-3025618
(State or other jurisdiction of incorporation or organization)			(IRS Employer Identification Number)


3515 Lyman Boulevard
Chaska,	Minnesota	55318
(Address of principal executive offices)		(Zip Code)

(952) 368-4300

(Registrant’s telephone number, including area code)

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☐ No ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer

☐

Accelerated Filer

☒

Emerging Growth Company

☐

Non Accelerated Filer

☐

Smaller Reporting 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 ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of August 5, 2024, there were 30,869,738 shares of common stock outstanding.

Table of Contents

LIFECORE BIOMEDICAL, INC.

FORM 10-Q

For the Fiscal Quarter Ended February 25, 2024

INDEX


			Page




Part I.	Financial Information

Item 1.	Financial Statements (Unaudited)

	a)	Condensed Consolidated Balance Sheets as of February 25, 2024 and May 28, 2023	1

	b)	Condensed Consolidated Statements of Operations for the Three and Nine Months Ended February 25, 2024 and February 26, 2023	2

	c)	Condensed Consolidated Statements of Changes in Convertible Preferred Stock and Stockholders’ (Deficit) Equity for the Three and Nine Months Ended February 25, 2024 and February 26, 2023	3

	d)	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended February 25, 2024 and February 26, 2023	4

	e)	Notes to the Condensed Consolidated Financial Statements	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		20

Item 3.	Quantitative and Qualitative Disclosures About Market Risk		29

Item 4.	Controls and Procedures		29

Part II.	Other Information		31

Item 1.	Legal Proceedings		31

Item 1A.	Risk Factors		31

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		37

Item 3.	Defaults Upon Senior Securities		37

Item 4.	Mine Safety Disclosures		37

Item 5.	Other Information		37

Item 6.	Exhibits		38

	Signatures		39

Table of Contents

LIFECORE BIOMEDICAL, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except par value)


	February 25, 2024		May 28, 2023
	(unaudited)
ASSETS
Current Assets:
Cash	$	3,073	$	19,091
Accounts receivable, less allowance for credit losses	19,427		19,907
Accounts receivable, related party	12,018		9,117
Inventories, net	39,670		40,841
Prepaid expenses and other current assets	1,969		4,919

Total Current Assets	76,157		93,875


Property and equipment, net	145,367		134,390
Operating lease right-of-use assets	2,510		4,282
Goodwill	13,881		13,881
Intangible assets	4,200		4,200

Other long-term assets	4,126		2,917

Total Assets	$	246,241	$	253,545

LIABILITIES, CONVERTIBLE PREFERRED STOCK, AND STOCKHOLDERS’ DEFICIT
Current Liabilities:
Accounts payable	$	15,685	$	22,097
Accrued compensation	4,070		4,145
Other accrued liabilities	8,892		7,142
Current portion of lease liabilities	4,159		1,270
Deferred revenues	839		552
Deferred revenues, related party	2,392		3,503

Current portion of long-term debt, net, related party	773		580

Total Current Liabilities	36,810		39,289

Long-term debt, less current portion, net, related party	96,336		84,256
Revolving credit facility	19,913		16,809
Debt derivative liability, related party	23,000		64,900
Long-term lease liabilities, less current portion	5,088		9,709
Deferred taxes, net	607		380
Deferred revenues, less current portion, related party	—		2,940
Other non-current liabilities	5,053		174

Total Liabilities	186,807		218,457

Commitments and Contingencies, see Note 1

Convertible Preferred Stock, $0.001 par value; 2,000 shares authorized; 42 and 39 shares issued and outstanding at February 25, 2024 and May 28, 2023, respectively	41,748		39,318

Stockholders’ Deficit:
Common Stock, $0.001 par value; 50,000 shares authorized; 30,547 and 30,322 shares issued and outstanding at February 25, 2024 and May 28, 2023, respectively	30		30
Additional paid-in capital	177,096		174,276
Accumulated deficit	(159,440)		(178,536)

Total Stockholders’ Deficit	17,686		(4,230)
Total Liabilities, Convertible Preferred Stock, and Stockholders’ Deficit	$	246,241	$	253,545

See accompanying notes to the condensed consolidated financial statements.

-1-

Table of Contents

LIFECORE BIOMEDICAL, INC.

CONDENSED CONSOLI