FALSE000100528600010052862023-02-072023-03-07

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 8-K/A
(Amendment No. 1)

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 7, 2023

LIFECORE BIOMEDICAL, INC.
(Exact name of registrant as specified in its charter)

 
Delaware
000-2744694-3025618
(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 classTrading SymbolName of each exchange on which registered
Common StockLFCRThe 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.   ☐



EXPLANATORY NOTE

This Current Report on Form 8-K/A (this “Amendment No. 1”) amends the Current Report on Form 8-K (the “Original Form 8-K”) filed by Lifecore Biomedical, Inc. (the “Company”) dated February 7, 2023 and filed with the Securities and Exchange Commission on February 7, 2023.

This Amendment No. 1 is being filed solely for the purpose of providing the pro forma financial information required by Item 9.01(b) of Form 8-K in connection with the Company’s previously reported sale of Yucatan Foods, LLC to Yucatan Acquisition Holdings LLC, a wholly owned subsidiary of Flagship Food Group LLC.

Items included in the Original Form 8-K, including exhibits, that are not included herein are not amended and remain in effect as of the date of filing of the Original Form 8-K.


Item 9.01 Financial Statements and Exhibits.

(b)     Pro Forma Financial Information.

The unaudited pro forma condensed combined financial information of the Company as of and for the six months ended November 27, 2022 and for the fiscal years ended May 29, 2022, May 30, 2021, and May 31, 2020, with the accompanying notes, are attached hereto as Exhibit 99.1.


(d)     Exhibits.

Exhibit No.Description
99.1
104
Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.
* The schedules and other attachments to this exhibit have been omitted. The Company agrees to furnish a copy of any omitted schedules or attachments to the SEC upon request.

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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: March 27, 2023

LIFECORE BIOMEDICAL, INC.
By:/s/ John D. Morberg
John D. Morberg
Chief Financial Officer

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Exhibit 99.1
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

On February 7, 2023 (the “Closing Date”), Lifecore Biomedical, Inc. (the “Company” or “Lifecore”) completed the sale of all the Company’s avocado products business (the “Business”), including its Yucatan® and Cabo Fresh® brands, as well as the associated manufacturing facility and operations in Guanajuato, Mexico, through the acquisition of the outstanding equity interests of Yucatan Foods, LLC, an indirect wholly owned subsidiary of the Company (“Yucatan”), for an aggregate purchase price of $17.5 million in cash, subject to customary net working capital adjustments (the “Yucatan Sale”), pursuant to that certain Securities Purchase Agreement (the “SPA”), dated February 7, 2023, executed by the Company, Camden Fruit Corp., an indirect wholly owned subsidiary of the Company, Yucatan, and Yucatan Acquisition Holdings LLC, a wholly owned subsidiary of Flagship Food Group LLC (“Buyer”). The SPA included a working capital adjustment period, various representations, warranties, and covenants of the parties generally customary for a transaction of this nature. Concurrently with the execution of the SPA, the Company has entered into a transition services agreement (the “TSA”) with the buyer to provide for a customary and orderly transition of the Business to Buyer, and such fees earned, and costs incurred for such transition services shall be included in continuing operations in subsequent periods.

The accompanying unaudited pro forma financial information was prepared utilizing our historical financial data derived from the interim consolidated financial statements included in our Quarterly Report on Form 10-Q for the period ended November 27, 2022, which was filed with the Securities and Exchange Commission on March 16, 2023, and from the audited consolidated financial statements for the years ended May 29, 2022, May 30, 2021 and May 31, 2020, included in our Annual Report on Form 10-K/A, which was filed with the Securities and Exchange Commission on March 16, 2023. The pro forma adjustments are described in the notes to the unaudited pro forma financial information and are based upon available information and assumptions that we believe are reasonable. The unaudited pro forma financial information assumes the sale transaction described above was consummated at November 27, 2022, for the unaudited consolidated condensed balance sheet for the period then ended. The unaudited consolidated condensed statements of comprehensive (loss) income for the six months ended November 27, 2022, and fiscal years ended May 29, 2022, May 30, 2021 and May 31, 2020, assumes the transaction was consummated at May 27, 2019 (the first day of our fiscal year ended May 31, 2020), giving full effect to the transaction for the periods presented. The accompanying unaudited pro forma consolidated financial information should be read in conjunction with the Company’s historical financial statements and risk factors included in its filings with the Securities and Exchange Commission.

The unaudited pro forma financial information was derived by adjusting the Company’s historical consolidated financial statements and is based on estimates, available information and certain assumptions that the Company’s management believes are reasonable. The Company's management believes that the adjustments provide a reasonable basis for presenting the significant effects of the transaction described above. The unaudited pro forma financial information are for illustrative purposes only. The financial results may have been different had the sale actually taken place at the time indicated. You should not rely upon the unaudited consolidated pro forma financial information as being indicative of the historical results that would have been achieved had the transaction occurred at the times indicated or of the future financial position or results the Company will experience.


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LIFECORE BIOMEDICAL, INC.
UNAUDITED PRO FORMA CONSOLIDATED CONDENSED BALANCE SHEET
(In thousands, except par value)
November 27, 2022Pro Forma AdjustmentsNotesNovember 27, 2022
As ReportedPro Forma
ASSETS
Current Assets:
Cash and cash equivalents$6,830 $(891)2(b)$5,939 
Accounts receivable, less allowance for credit losses35,689 (6,516)2(b)29,173 
Inventories77,524 (30,505)2(b)47,019 
Prepaid expenses and other current assets7,049 (2,352)2(b)4,697 
Total Current Assets127,092 (40,264)86,828 
Property and equipment, net118,852 (3,257)2(b)115,595 
Operating lease right-of-use assets7,951 (1,953)2(b)5,998 
Goodwill13,881 — 13,881 
Trademarks/tradenames, net7,400 (3,000)2(b)4,400 
Customer relationships, net1,292 (1,292)2(b)— 
Other assets2,605 (102)2(b)2,503 
Total Assets$279,073 $(49,868)$229,205 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable$27,971 $(14,619)2(b)$13,352 
Accrued compensation4,602 (498)2(b)4,104 
Other accrued liabilities10,426 (759)2(b)9,667 
Current portion of lease liabilities5,013 (721)2(b)4,292 
Deferred revenue731 — 731 
Line of credit48,000 (13,000)2(a)35,000 
Current portion of long-term debt, net98,953 — 98,953 
Total Current Liabilities195,696 (29,597)166,099 
Long-term debt, net— — — 
Long-term lease liabilities8,999 (1,523)2(b)7,476 
Deferred taxes, net10 — 10 
Other non-current liabilities201 — 201 
Total Liabilities204,906 (31,120)173,786 
Stockholders’ Equity:
Common stock, $0.001 par value; 50,000 shares authorized; 30,297 shares issued and outstanding at November 27, 202230 — 30 
Additional paid-in capital174,036 — 174,036 
Retained earnings (accumulated deficit)(99,899)(18,748)2(a)(b)(c)(118,647)
Accumulated other comprehensive loss— — — 
Total Stockholders’ Equity74,167 (18,748)55,419 
Total Liabilities and Stockholders’ Equity$279,073 $(49,868)$229,205 
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LIFECORE BIOMEDICAL, INC.
UNAUDITED PRO FORMA CONSOLIDATED CONDENSED STATEMENT OF COMPREHENSIVE (LOSS) INCOME
(In thousands, except per share amounts)
Six Months Ended November 27, 2022
As ReportedPro Forma AdjustmentsNotesPro Forma
Product sales$82,157 $(32,009)2(d)$50,148 
Cost of product sales68,797 (32,241)2(d)36,556 
Gross profit13,360 232 13,592 
Operating costs and expenses:
Research and development4,166 (43)2(d)4,123 
Selling, general and administrative21,435 (3,273)2(d)18,162 
Impairment of indefinite-lived intangible assets1,300 (1,000)2(d)300 
Restructuring costs1,870 (45)2(d)1,825 
Total operating costs and expenses28,771 (4,361)24,410 
Operating loss(15,411)4,593 (10,818)
Interest income31 — 31 
Interest expense(7,897)— (7,897)
Other income (expense), net(515)— (515)
Net loss before tax(23,792)4,593 (19,199)
Income tax benefit (expense)(8)(785)2(d)(793)
Net loss$(23,800)$3,808 $(19,992)
Net loss per common share:
Basic$(0.80)$0.13 $(0.68)
Diluted$(0.80)$0.13 $(0.68)
Shares used in per share computation:
Basic29,605— 29,605
Diluted29,605— 29,605
Other comprehensive income , net of tax:
Net unrealized gain on interest rate swaps (net of tax effect of $(16))$586 $— $586 
Other comprehensive income, net of tax586 — 586 
Total comprehensive loss$(23,214)$3,808 $(19,406)

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LIFECORE BIOMEDICAL, INC.
UNAUDITED PRO FORMA CONSOLIDATED CONDENSED STATEMENT OF COMPREHENSIVE (LOSS) INCOME
(In thousands, except per share amounts)
Twelve Months Ended May 29, 2022
As ReportedPro Forma AdjustmentsNotesPro Forma
Product sales$185,786 $(65,268)2(d)$120,518 
Cost of product sales135,416 (59,527)2(d)75,889 
Gross profit50,370 (5,741)44,629 
Operating costs and expenses:
Research and development7,841 (94)2(d)7,747 
Selling, general and administrative46,127 (8,261)2(d)37,866 
Impairment of goodwill, long-lived and intangible assets46,089 (46,089)2(d)— 
Restructuring costs8,961 (484)2(d)8,477 
Total operating costs and expenses109,018 (54,928)54,090 
Operating loss(58,648)49,187 (9,461)
Interest income81 — 81 
Interest expense, net(17,357)— (17,357)
Transition Services Income5,814 5,814 
Other (expense) income, net641 — 641 
Net loss from continuing operations before tax(69,469)49,187 (20,282)
Income tax benefit5,945 486 2(d)6,431 
Net loss from continuing operations$(63,524)$49,673 $(13,851)
Discontinued operations:
Loss from discontinued operations(51,276)— (51,276)
Income tax benefit121 — 121 
Loss from discontinued operations, net of tax(51,155)— (51,155)
Net loss$(114,679)$49,673 $(65,006)
Net loss per common share:
Loss from continuing operations $(2.16)$1.69 $(0.47)
Loss from discontinued operations(1.74)— (1.74)
Total basic net loss per share$(3.90)$1.69 $(2.21)
Diluted net loss per share:
Loss from continuing operations$(2.16)$1.69 $(0.47)
Loss from discontinued operations(1.74)— (1.74)
Total diluted net loss per share$(3.90)$1.69 $(2.21)
Shares used in per share computation:
Basic29,446— 29,446
Diluted29,446— 29,446
Other comprehensive (loss) income, net of tax:
Net unrealized gain (loss) on interest rate swaps (net of tax effect of $(430))$772 $— $772 
Other comprehensive (loss) income, net of tax772 — 772 
Total comprehensive loss$(113,907)$49,673 $(64,234)
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LIFECORE BIOMEDICAL, INC.
UNAUDITED PRO FORMA CONSOLIDATED CONDENSED STATEMENT OF COMPREHENSIVE (LOSS) INCOME
(In thousands, except per share amounts)
Twelve Months Ended May 30, 2021
As ReportedPro Forma AdjustmentsNotesPro Forma
Product sales$171,546 $(63,575)2(d)$107,971 
Cost of product sales121,075 (54,101)2(d)66,974 
Gross profit50,471 (9,474)40,997 
Operating costs and expenses:
Research and development7,423 (1,030)2(d)6,393 
Selling, general and administrative37,660 (8,432)2(d)29,228 
Legal settlement charge1,763 — 1,763 
Restructuring costs3,759 (32)2(d)3,727 
Total operating costs and expenses50,605 (9,494)41,111 
Operating loss(134)20 (114)
Interest income48 — 48 
Interest expense, net(10,387)— (10,387)
Loss on debt refinancing(1,110)— (1,110)
Other (expense) income, net111 — 111 
Net loss from continuing operations before tax(11,472)20 (11,452)
Income tax benefit1,903 1,031 2(d)2,934 
Net loss from continuing operations$(9,569)$1,051 $(8,518)
Discontinued operations:
Loss from discontinued operations(28,994)— (28,994)
Income tax benefit5,898 — 5,898 
Loss from discontinued operations, net of tax(23,096)— (23,096)
Net loss$(32,665)$1,051 $(31,614)
Basic net loss per share:
Loss from continuing operations $(0.33)$0.04 $(0.29)
Loss from discontinued operations(0.79)— (0.79)
Total basic net loss per share$(1.12)$0.04 $(1.08)
Diluted net loss per share:
Loss from continuing operations$(0.33)$0.04 $(0.29)
Loss from discontinued operations(0.79)— (0.79)
Total diluted net loss per share$(1.12)$0.04 $(1.08)
Shares used in per share computation:
Basic29,294— 29,294
Diluted29,294— 29,294
Other comprehensive (loss) income, net of tax:
Net unrealized gain (loss) on interest rate swaps (net of tax effect of ($445))$1,450 $— $1,450 
Other comprehensive (loss) income, net of tax1,450 — 1,450 
Total comprehensive loss$(31,215)$1,051 $(30,164)
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LIFECORE BIOMEDICAL, INC.
UNAUDITED PRO FORMA CONSOLIDATED CONDENSED STATEMENT OF COMPREHENSIVE (LOSS) INCOME
(In thousands, except per share amounts)
Twelve Months Ended May 31, 2020
As ReportedPro Forma AdjustmentsNotesPro Forma
Product sales$160,066 $(62,194)2(d)$97,872 
Cost of product sales120,679 (57,619)2(d)63,060 
Gross profit39,387 (4,575)34,812 
Operating costs and expenses:
Research and development7,582 (995)2(d)6,587 
Selling, general and administrative40,674 (8,251)2(d)32,423 
Impairment of indefinite-lived intangible assets12,953 (6,200)2(d)6,753 
Restructuring costs4,054 — 4,054 
Total operating costs and expenses65,263 (15,446)49,817 
Operating loss(25,876)10,871 (15,005)
Interest income72 (6)2(d)66 
Interest expense, net(4,646)— (4,646)
Other (expense) income, net(195)— (195)
Net loss from continuing operations before tax(30,645)10,865 (19,780)
Income tax benefit8,774 (2,377)2(d)6,397 
Net loss from continuing operations(21,871)8,488 (13,383)
Discontinued operations:
Loss from discontinued operations(20,662)— (20,662)
Income tax benefit4,342 — 4,342 
Loss from discontinued operations, net of tax(16,320)— (16,320)
Net loss$(38,191)$8,488 $(29,703)
Basic net loss per share:
Loss from continuing operations $(0.75)$0.29 $(0.46)
Loss from discontinued operations(0.56)— (0.56)
Total basic net loss per share$(1.31)$0.29 $(1.02)
Diluted net loss per share:
Loss from continuing operations$(0.75)$0.29 $(0.46)
Loss from discontinued operations(0.56)— (0.56)
Total diluted net loss per share$(1.31)$0.29 $(1.02)
Shares used in per share computation:
Basic29,162— 29,162
Diluted29,162— 29,162
Other comprehensive (loss) income, net of tax:
Net unrealized gain (loss) on interest rate swaps (net of tax effect of $878)$(2,872)$— $(2,872)
Other comprehensive (loss) income, net of tax(2,872)— (2,872)
Total comprehensive loss$(41,063)$8,488 $(32,575)
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LIFECORE BIOMEDICAL, INC.
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED CONDENSED FINANCIAL INFORMATION

Note 1. Basis of Presentation

The pro forma consolidated condensed balance sheet and statements of comprehensive (loss) income have been derived from the historical consolidated condensed balance sheet and statements of comprehensive (loss) income of Lifecore as adjusted to give effect to the Yucatan Sale. The pro forma consolidated condensed balance sheet gives effect to the sale as if it occurred on November 27, 2022, which was the last day of Lifecore’s fiscal year 2023 second quarter. The pro forma consolidated condensed statements of comprehensive (loss) income for the six months ended November 27, 2022, and the fiscal years ended May 29, 2022, May 30, 2021 and May 31, 2020 give effect to the sale as if it occurred on May 27, 2019, which was the first day of Lifecore’s fiscal year ended May 31, 2020.

Note 2. Pro Forma Adjustments

Consolidated Condensed Balance Sheet

(a) This adjustment relates to the gross proceeds received at closing for the Yucatan Sale of $17.5 million, less the payment of transactions-related costs of approximately $4.5 million, and the subsequent repayment of $13.0 million in borrowings under Lifecore’s existing credit agreements with BMO, Goldman Sachs Specialty Lending Group, L.P. and Guggenheim Credit Services, LLC.

(b) These adjustments represent the elimination of the assets and liabilities associated with the Yucatan Sale.

(c) Adjustment relates to the approximate loss on sale related to the Yucatan Sale.

Consolidated Condensed Statements of Comprehensive (Loss) Income

(d) These adjustments represent the elimination of the revenues and operating expenses associated with the Yucatan Sale.

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