Good day, ladies and gentlemen, and welcome to the Landec Second Quarter Fiscal 2019 Earnings Conference Call. [Operator Instructions] As a reminder, today's program is being recorded. And now I would like to introduce your host for today's program, Molly Hemmeter, President and CEO of Landec Corporation. Please go ahead.

Thanks Jonathan. Good morning and thank you for joining Landec's second quarter of fiscal year 2019 earnings call. With me on the call today is Greg Skinner, Landec's Chief Financial Officer. During today's call, we may make forward-looking statements that involve certain risks and uncertainties that could cause actual results to differ materially. These risks are outlined in our filings with the Securities and Exchange Commission, including the Company's Form 10-K for fiscal year 2018. As a leading innovator in diversified health and wellness solutions, Landec is comprised of two businesses: Lifecore, our contract development and manufacturing or CDMO business, and our Landec Natural Foods or LNF business, which with the recent acquisition of Yucatan Foods now includes five brands that offer plant based products with 100% clean ingredients. These brands include our flagship brand, Eat Smart packaged fresh vegetables and salad products and our emerging natural food brands that include O Olive Oils & Vinegars, Now Planting pure-plant meal solutions and Yucatan and Cabo Fresh guacamole and avocado products. During fiscal year 2019 we have made significant strides in both of our operating businesses. At LNF, we launched the Now Planting brand with a line of pure plant soups targeted for the plant based consumer. We also completed the acquisition of Yucatan Foods and entered the high growth guacamole category. This acquisition accelerates the transformation of LNF from a packaged fresh vegetable business to a branded natural foods business by providing critical mass to our emerging natural food brand portfolio. And just this week we announced that we met our commitment to reformulate all Eat Smart products to contain only 100% clean ingredients by the end of calendar year 2018. At Lifecore, we delivered another quarter of strong revenue growth. Landec's recent investments in our specialty CDMO business to…

Thank you, Molly, and good morning, everyone. Revenues in the second quarter of fiscal 2019 increased 2% to $124.9 million compared to $122.5 million in the year-ago quarter. The increase was primarily due to a $1.3 million or 9% increase in revenues at Lifecore and from a $1.1 million or 1% increase in LNF revenue. The Company recorded a net loss of $584,000 or $0.02 loss per share in the second quarter of fiscal 2019 compared to net income from continuing operations of $414,000 or $0.02 per share in the year-ago quarter. The decrease was a result of, first, $807,000 of acquisition related expenses; second, a $776,000 increase in operating expenses, primarily due to the launch of Now Planting soups during the second quarter of fiscal 2019. Third, a $600,000 increase in the fair market value of the Company's Windset investment during the second quarter of fiscal 2019 compared to a $1.3 million increase in the year-ago quarter; and fourth, a $266,000 increase in interest expense. These decreases in net income were partially offset by $1.7 million increase in gross profit resulting from a $1.2 million increase at LNF and a $461,000 increase at Lifecore. Revenues in the first six months of fiscal 2019 increased 5% to $249.6 million from $238.2 million in the same period last year. The increase was primarily due to a $9.6 million or 5% increase in revenues at LNF and a $1.8 million or 7% increase in Lifecore revenues. The Company reported a net loss of $395,000 or $0.01 per loss per share during the first six months of fiscal 2019 compared to net income from continuing operations of $2.8 million or $0.10 per share in the same period last year. The decrease was a result of, first, a $1.8 million decrease in operating income…

Thanks Greg. Our top priorities over the next one to two years are; first, to work with the Hackett Group to identify and quantify and implement cost savings initiatives in our LNF business; second, to integrate the Yucatan team and operations into our LNF business; and third, to invest and continued growth of our three growth platforms, Lifecore, Eat Smart salads and LNF emerging natural foods. Reducing costs in our food business operations is of foremost importance. We are challenged by rising labor, fuel and tariff costs, and simultaneously, we continue to invest in new capabilities and technologies as well as continue to invest in on-trend products to enable long-term growth. Rising costs and our investments in growth are reducing our bottom line profits in the short term. As such, we have hired a third party, the Hackett Group, to identify additional cost-out opportunities above what we have planned internally and have increased the scope now to include Yucatan Foods. Through the efforts of the Hackett Group and our internal resources, we expect to realize a positive net impact beginning during our fourth quarter of fiscal 2019 and with a full year impact in fiscal year 2020 and beyond. Simultaneously with reducing costs in our LNF business, we will be focused on integrating Yucatan into LNF. We believe immediate synergies exist between the Yucatan Foods and the LNF sales organization. Yucatan Foods will leverage the experience of the LNF sales team within club stores and the produce department of retail stores, while LNF will leverage the Yucatan Foods' sales team experience in the deli department of retail stores. Over time, the newly combined sales organization will be able to expand distribution of all LNF products throughout the fresh store perimeter as this real estate continues to evolve to attract the…

[Operator Instructions] Our first question comes from the line of Anthony Vendetti from Maxim Group. Your question please.

So it looks like the emerging brands group within the natural foods business is driving the growth. Can you talk about what's particularly driving that because you're guiding now $70 million to $75 million and the run rate looked like it was $65 million to $72 million. Is it Yucatan that's going to drive more of that growth? Is it O Olive, Now Planting? Is it all three?

Yes. So it's all four brands are driving that growth. However, it's the Yucatan and Cabo Fresh brands that are kind of the critical mass of that revenue. So if you look at the Landec Natural Foods revenue on a pro forma basis annualized, LNF emerging brands, so those four brands are about $70 million to $75 million in revenue. $55 million to $60 million of that is the combination of the guacamole products, which is Yucatan and Cabo Fresh, with the remainder being O Olive & Vinegar and Now Planting. And it's really, Anthony, the reason we did the - one of the reasons we did the Yucatan Foods acquisition was to bolster kind of the mass of those emerging food brands because the purpose of these brands in addition to answering a consumer need is also to provide us with a revenue stream of a critical mass that is going to contribute higher gross margins to the business over time. We need to scale these emerging brands in order to deliver that higher margin, but that's really the strategic financial purpose of these four brands.

And then just as a follow-up, the base organic, before the acquisition of Yucatan and Cabo Fresh, the base business, it looks like now the natural foods base business is expected to be flat to just up maybe low single digits. What happened in the base business that you've lowered that a little bit?

Yes. Two things happened in our salad business that we talked about on the last call. We are - we did expect a little bit higher salad sales this year than we are getting. In the mass channel, we had a customer shift to more private label strategy that affected our sales there in the club channel. We didn't get the rotations that we were expecting this year. And those rotations, by the way, are every four months and so you have to go, and you don't know until before the rotation, so you go into every year you have to forecast what you think you're going to get and they change every year and you don't know until that rotation starts much before that you're going to get it. So those are the two things that did affect and then the - in our salad business - and then the third thing that did happen is our sales on green beans were lower. And green beans is a very profitable business for us overall and green beans, because of the hurricanes early on in the year, we had to a pro-route those and unfortunately short some of our customers that resulted in lower sales than expected.

And then just shifting gears to Lifecore. You mentioned, Molly, on the call $40 million to $50 million in annual revenue capacity is now online with the expansion. Is that online immediately or is it now - now that it's online, it's going to take 6 to 12 months to get customers to fill that capacity?

We're running trials on it now. It won't be purely commercial until fiscal year '20. And so that's when we'll go commercial, and not just - remember, we have to go through the FDA approval process for new products. So that's what we're going through right now. And then in fiscal year '20 we will have that capacity. We won't be fully utilizing it, but that new line does give us the capacity to continue to evolve our product development pipeline and grow those products.

And by fiscal year 2020, what is your total capacity for Lifecore at that point?

For aseptic filling?

Yes.

Yes. Well, in total we could do - well right now I'm doing the math in my head - over 100 million.

Over 100 million. Okay. And then just lastly, Greg. This is - you filed a Form-D beginning in December, officers and directors purchased a little over $19 million in stock. Is that correct? Any more details on that?

Yes, I'm like that's news to me. I'm trying to think of what that --

Form-D - it sounds high, I know. So I'm wondering if it's some insider that owns a large stake with the driver of the majority of that or --

I would have to look into that, Anthony. It could be - I'm not going to speculate. I was - I did not see that. So let - but let me look at that and I'll get back to you.

Our next question comes from the line of Gerry Sweeney from Roth Capital. Your question please.

Just another question on the salad side of the business. Are we looking at it being flat or would it actually be negative this year? And correct me if I'm wrong, I think part of it was not only the mass channel and the club issues you discussed but also you had a much faster penetration rate in fiscal 2018. So it sort of pulled some of those sales forward. So maybe we can start there.

That's exactly right. We're still expecting some growth in our salad business this year, about 2%, and you're right on that. We achieved more growth than expected last fiscal year. In fiscal year '18 we gained tremendous distribution more aggressively than we thought we were and achieved a growth of 23%. So if you add the 2% this year to that 23% over two years, we've gone 25% which is still a 12% to 13% annual growth rate.

And as we look at the fiscal 2020, my sense was you also had some optimism like growth would maybe go back - I'm not trying to project guidance or anything, but maybe accelerate a little bit more into maybe the mid single digits kind of growth. Is that a fair assumption?

We are. We're looking forward to 2020 and it's a little too early to tell, but we will be launching some new products in the second half of this fiscal year. So we're looking to renewed growth in our salad category next year. But I just want to wait and see how our new innovations go during the second half of the year before we give any specifics on it.

And then tripping over to Yucatan. Obviously, it jump-starts or I should say accelerates the emerging natural foods business, but it hasn't been that long that it's been formally under your ownership. And so this may be a little bit earlier but as we look out to fiscal 2020, pushing that into your channel, that's on the - I guess on the club as well as the supermarket channel, what are the biggest challenges? Is it getting that, the Yucatan products in there? Is it displacing others and do you have any benefits of maybe giving multiple products in the channels now? Any type of information or additional thoughts on that?

Yes. So I think a lot of the challenge we have is going to be, one, on timing. We will have to displace other competitors, but we have a lot of positive data that Yucatan Foods team has collected that show our velocities do stack up well against competitors and that our taste is preferred. So I think we have a good story to tell going in. But obviously in this business, there's a big timing issue and customers only reset once or twice a year and have already committed to other brands. So a lot of - just like what we're seeing in the salad business, is you get kind of a chunky growth, right? We get 23% one year and 2% the next year, and it's really - a lot of it's due to the selling periods of our customers. So I think that's going to be the challenge is kind of trying to protect what the timing will be of the incremental distribution. But I feel very confident about the quality of the product and our sales force to execute on it.

The timing point is very helpful. So I appreciate it. And then also finally just maybe a little bit on the cost outside. I know you've been working with Hackett. Has there - have there been actual drag on margins because of Hackett or has that been offset by improvements that they've been finding and so offsetting some of the costs?

Yes. I'll start and I'll let Greg add to it if he wants to. So there are incurred costs from the Hackett Group this year. Actually just, you know, employing their service is to just evaluate our operations. So there is a drag on costs in the near term investing in that. We do expect to see some contribution in the fourth quarter of this year. That is a net positive from that. And it's looking promising for fiscal year '20 and beyond that we're going to see more positive results from those cost-out initiatives that will really improve the gross margin more fiscal year '20 and beyond.

Our next question comes from the line of Chris Krueger from Lake Street Capital. Your question please.

I just had a question on Yucatan. Is there any near-term marketing or advertising efforts as it relates to the NFL playoffs and Super Bowl parties and things like that because I follow an avocado company that - there's always a lot of activity in avocados in general in the month of January.

Yes. So typically we have a - they have a pretty heavy promotional strategy during exactly those events. So whether it's Mardi Gras or Super Bowl, those are some really high events and we produce a lot leading up to those events to prepare. So most definitely you're right on we do some promotional efforts. We also promote heavily when we first gain new distribution, and we've recently gained some - right before we acquired Yucatan Foods they did gain new distribution. So in the first three to six months just to gain awareness from consumers and let them know it's on shelf they also promote. So we are seeing some pretty heavy promotions now with that new distribution and through some of these events that you mentioned that are coming up. So yes, heavy promotional time.

Then the last couple of years you've spent a lot of effort getting out of low margin SKUs. Does that still continue or is that largely over?

I think right now we're largely finished with that effort and although each year during our budgeting process we look at the size of the lower margin business and say what size is the right size for that business. And I guess the overall driving factor of that decision is capital. So what we don't want to do is invest in capital to expand our walls and our real estate in our Landec Natural Foods business to manufacture more lower-margin business, right? So as we look at it, we continue to grow our salad business and our other brands, if we have to reduce the lower-margin business to produce more higher-margin business with the same capital to increase our overall return on invested capital, we're going to do that. So the big chunks I think for now we're finished dissolving and letting go of but each year we're going to right-size that with the thought process I outlined in mind.

Recently, I know there's been a recall of your sale of Shake Up kits. Has anybody reported any illnesses or anything negative? And in general, is it material?

Yes. Thanks for bringing that up so we could address that on the call. And - so we have not had any reported illnesses and there was no material financial effect from the recall.

Last question, just to clarify for your 6% to 8% revenue growth guidance. That's off the $524.2 million continuing operations sales from last year, correct?

Yes.

Our next question comes from the line of Mike Petusky from Barrington Research. Your question please.

So I guess the question around the salad - future of salads. You alluded to maybe new product launches later on over the next couple of quarters. It feels like last year you got great growth out of the expanded distribution but Sweet Kale sort of lost its mojo in terms of growth and I guess what I'm wondering is, I mean, do you have enough juice in terms of expanded distribution opportunities or do you need another homerun like Sweet Kale to kind of reignite growth there?

I think we have a bit of opportunities in both. We have some expanded distribution opportunities in accounts but I would say most of our opportunities are increasing the number of SKUs per store on shelf. So now that we've created these strategic relationships with our customers and they have the Sweet Kale salad and a couple other of our salads and they are doing extremely well, now we need to start creating more shelf space with our brand. And so I think that's the biggest opportunity going forward and that's why the innovations coming out in the second half of the year we're hoping will augment that SKU per store count.

And then just a question around sort of the recent acquisition and what - an opportunity, it seems like it opens up to you, but it doesn't seem like you guys are talking about going in this direction. Avocados, I think are one of the holy grail foods for people that are on kind of low carb diets, whether it's ketogenic or paleo or whatever. It feels like there's some overlap between some of that low-carb direction that a lot of people are going in terms of their eating habits and some of what you guys have built over the past year and a half especially and I'm just wondering is there any opportunity in your view to market yourselves in that direction. I looked, and some of your soups would qualify and I'm just curious if that's anything on the longer term horizon. Thanks.

Yes. So strategically we're really gearing our strategy around plant-based products and 100% clean ingredients. And those two factors are directly in line with a low-carb diet. So - and people on low-carb diets basically are looking for a lot of plant-based ingredients. So I would say we're completely in line with that. If we have any specific marketing campaigns on low carb, not that I'm aware of, but I think our entire brand portfolios supports that direction for people. And I think that people on these types of diet know that and are specifically looking for plant-based and 100% clean products.

[Operator Instructions] Our next question comes from the line of John Walthausen from Walthausen & Co. Your question please.

With the - with your initiative with Hackett Group, can you help me understand where their particular focus is and help us understand whether there have been some particular successes that they've been able to achieve on the cost side?

Sure. So their focus is actually very broad. So they're focused on looking at our entire refrigerated supply chain and from soups to nuts. And we gave them that challenge to do that because part of the strategy - you know, we have two parts of our strategy. One is our innovation and making sure we're developing and delivering on-trend products that are plant based and 100% clean. But to do that we have fresh products and we need an extremely efficient refrigerated supply chain, and that's not an easy thing to do. And in order to stay competitive and grow this business and be able to reinvest in this business we have got to get money out of our supply chain. So we're going everywhere from our growing practices and our growing techniques all the way through deliver it to the customer. We have had some initial hits. Where we're seeing a lot is in adding automation to our processes. Before we had all the wage increases, adding automation didn't always make sense because there just wasn't a return on investment. But we are seeing now that with the wage increases that are coming through that - and the money it takes to install automation is coming down that we need to make these investments. And so - well, that's one of the big areas you're going to see in fiscal year '20 is capital in order to automate a lot of our existing manual processes that will bring down our gross margin and the ROI on these is pretty significant. So that's one of our big areas.

Well, now, I've never been in one of your facilities, so I guess I'm probably just kind of speculating in the dark. Is part of the cost of those operations the amount of waste that's created? And do you measure what the waste is and do they have sort of a benchmark of what an operation like yours should be seeing in terms of waste?

Yes. We have very specific measurements on all the way through our supply chain. And we do pretty good in that regard, in all honesty. Our yields through the plants are extremely high and that's not a place I see a lot of savings come out off. If you have ever toured our facilities, if you go to our Hanover plant, remember, we've built that plant in the last several years, and that's kind of our starship facility which is fully automated, and there's not a lot of headcount on the floor. And that contrasts with our Guadalupe plant which is our older plant, and we haven't had a lot of space there and we haven't fully automated that. And a lot of our volume is still going through our Guadalupe, California plant, and that's where we see most of our automation opportunities.

So the issue is - because I know Hackett does a lot of benchmarking, the issue is really labor utilization is too high across the Company.

So I'd say that's the biggest issue. There's other smaller continuous improvement activities that we're also finding and every little thing we find makes a difference. So we have a long list of projects we're going after that they've been able to identify. But I'd say the biggest impact is going to be when we're able to automate our Guadalupe facility further.

The other question on another direction is, as you've been initiating some of these growth things particularly on the Natural Food side and the acquisition of Yucatan, the debt is going up, which it seems to me might make it more difficult to divide the two businesses, which seems fairly important for realizing shareholder value. Can you help me understand what the strategy might be on your debt structure to move towards the ability to do that?

Well, as far as just the overall strategy on the debt, after the acquisition, obviously you're going to be at your peak. And going forward, going to be generating free cash flow. So we'll be paying down our debt. $100 million of it is term, which is going to be paid off just based on the term at $10 million a year, and our - obviously, our objective with the free cash flow is to pay down the line of credit. We have ample room under our covenants. You know, our covenant is 4.5 per year at close which should be pretty much the peak of the leverage ratio, we're at 3.7. So we had ample cash at that time to invest in the capital that we need divesting going forward. So does that answer your question?

Well, it does and I guess the other part of it is of course is, as I see it, the O Olive and the Yucatan, it seems as though investing in the food business, including some acquisitions, is part of it and that consumes capital, so well if you were doing a standstill, yes, you can see the paydown of debt, but I'm just trying to understand what is the strategy, perhaps selling a stub of Lifecore to kind of realize the value there and kind of to upstream some additional equity capital into Landec. Yes, I don't know, I'm just trying to understand how you can realize some of the kind of broader strategic objectives you are with the level of debt that you have.

Well, at this point the - we don't see that the current debt will preclude us from doing any potential strategic initiatives going forward.

Thank you. And this does conclude the question-and-answer session of today's program. I'd like to hand the program back to management for any further remarks.

Yes. Hi, this is Greg Skinner. I've got an answer to Anthony's question before that had to do with the Reg D filing I believe you said it was. That was the actual filing for the issuance of the stock in the Yucatan transaction to - yes, to the owners, two of which that own most of the stock are employees of the Company. So that's what that filing was.

Okay. That concludes our call today, and I just want to thank everyone for joining us today and your continued interest in Landec. Have a good day.

Thank you, ladies and gentlemen, for your participation in today's conference. This does conclude the program. You may now disconnect. Good day.