Good morning, and welcome to the Local Bounti's Third Quarter 2022 Earnings Conference Call. All participants will be in a listen-only mode. After today's presentation, there will be an opportunity to ask questions. Please also note, today's event is being recorded. At this time, I'd like to turn the conference call over to Jeff Sonnek, Investor Relations at ICR. Please go ahead.

Thank you, and good morning. Today's presentation will be hosted by Local Bounti's co-CEOs, Craig Hurlbert and Travis Joyner; President, Brian Cook; and Chief Financial Officer, Kathleen Valiasek. The comments made during today's call contain forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts are considered forward-looking statements. These statements are based on management's current expectations and beliefs as well as a number of assumptions concerning future events. Such forward-looking statements are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from the results discussed in the forward-looking statements. Some of these risks and uncertainties are identified and discussed in the company's filings with the SEC. We'll also refer to certain non-GAAP financial measures today. Please refer to the press release, which can be found on the Investor Relations website, investors.localbounti.com for reconciliations of non-GAAP financial measures to their most directly comparable GAAP measures. With that, I'd now like to turn the call over to Craig Hurlbert, Co-CEO.

Thank you, Jeff, and good morning, everyone. We produced a solid third quarter which was consistent with our expectations. We achieved several milestones during the quarter, including shipping our first product out of our new Georgia facility, completing construction of our first Stack zone in Georgia and making important headway on our integration of Pete's to drive costs out of the business, and protect our margin from the persistent inflationary forces. With that said, the big news is the five-year off-take agreement with Sam's Club that we announced earlier this week. Consumers, retailers and food service operators alike want a resilient supply chain of locally grown, fresh and high-quality produced items and Local Bounti will continue to deliver against that demand. We are thrilled with the engagement we are experiencing with our retail partners for our fresh, great tasting, locally grown produced and the Sam's Club agreement is an excellent example of the market's trust in the brands and products that have been developed by our team over several decades. We have been canvassing the market, sharing our progress and received an unbelievable response at the recent IFPA event in Orlando. In fact, Local Bounti was recognized by a leading industry periodical, The Packer as a top trend at this year's show. We are honored for their recognition of our team's hard work. In terms of our approach, we continue to focus first and foremost on our existing customer base. This remains one of our greatest advantages and is invaluable to informing our decisions on how we can most efficiently deploy our capital to meet known-demand through scaling-up our facility network. We remain diligent in our approach to maximizing capital efficiency to drive rapid revenue generation with a sharp eye on maintaining healthy gross margins, so that we can reach breakeven cash flow as quickly as possible. We have a great appreciation for the impact that the shifting macroeconomic environment is having on corporations globally, and we are keen to continue taking the steps necessary to drive our business in the most efficient way possible, so that we can continue scaling up our network to unlock the attractive margin potential and cash flow generation that we believe is inherent in our business. Our co-CEO, Travis Joyner will speak how we are utilizing our growing technology to drive improving unit economics, and then our President, Brian Cook will provide some further commentary around our commercial strategies, product development and an update on our various construction projects before Kathy Valiasek, our CFO, concludes with her financial review. With that, I'll pass it over to you, Travis.

Thanks, Craig. We have an insatiable appetite for achieving efficiencies. Whether through our technology design, yields or crop turns we strive for efficiency in all four corners of our business. It all comes back to finding novel ways to drive productivity and enhance our unit level economics. Like we said from the beginning, high yield and low cost. Fortunately, we have been able to facilitate those advancements with our patent-pending Stack & Flow Technology. Unlocking one and a half times to two times yield improvement compared to traditional greenhouse operations, Stack & Flow is highly disruptive, and highly differentiated and fuels our excitement about the opportunities that lie ahead as we continue to execute on our plan to be the leader in CEA. Simply put, our technology strategy gives us an advantage to make a direct iterative improvement on existing infrastructure in a capital-efficient manner, which we expect will ultimately drive higher return on investment while reducing required capital. Evidence of this improvement is reflected in the hard work being done in our Hamilton Montana facility to drive advancements in our growing systems and continue to improve Stack & Flow. Year-to-date ended September 30, 2022 our annualized yields from this facility have improved by 25% versus the comparable prior year period. This direct and progressive improvement in yield is an apples-to-apples comparison highlighting our ability for current and future facilities to drive yield improvement. Importantly, these improvements do not reflect the impact of existing and future R&D enhancements and innovations that are expected to further accelerate performance at each of our facilities. Beyond our advancements to yield, we are excited to discuss additional opportunities and applications of our Stack & Flow technology to reduce costs and increase yields across a variety of crops and growing environments. Stack & Flow is…

Thank you, Travis. I'll start with a quick update on the progress of our facility build-out and then speak to some of the new product innovations we are testing. As Craig noted, we recently achieved several significant milestones at our Georgia facility. First and foremost, we shipped our first product from the facility during the third quarter while continuing its progress toward achieving larger scale commercial production. We are just finishing the three-month process of full commissioning after for shipment and are excited to expand sales into new stores later this month. The technological advances that lie within the Georgia facility with our Stack & Flow system will drive significant future margin opportunity for us with a greater throughput it can achieve. And the addition of this efficient capacity will be highly advantageous for us. Further, the freight savings alone are a huge advantage providing cost savings as compared to our prior distribution from our California facility. But perhaps more important is how this new local capacity changes our ability to service our customers, which brings me back to the Sam's Club off-take agreement. Local Bounti immediately benefits from known demand allowing us to rapidly forge ahead with our ongoing build-out, helping absorb overhead and cost in an extremely efficient fashion. Sam's Club benefits from local, reliable product availability in a category that customers are demanding access to. This agreement will provide supply on a consistent basis, help them drive same-store sales and grow the CEA category in an important club channel. In terms of our facility progress and as the team has mentioned, we recently completed our first section of Stack in Phase 1a during the current fourth quarter of 2022, which will go into service during the first quarter of 2023. As a reminder, Phase 1b began construction…

Thank you, Brian. I'll cover our third quarter results. Third quarter 2022 sales were $6.3 million, as compared to $159,000 in the prior year period. Quarterly revenue from the company's California facilities were down slightly on a sequential basis versus second quarter of 2022, due to an isolated delivery interruption with the logistics provider. Although, our Georgia facility opened in third quarter of 2022 and product is shipping out of the facility, third quarter operations were still under commissioning phase to prepare fulfilling Sam's Club demand and therefore, associated revenues were immaterial for the quarter. We expect to begin our initial shipments to Sam's Club later this month. Revenue from our Montana facility increased 13% sequentially from second quarter of 2022, which was consistent with our decision to pivot more of our production towards commercial sales efforts. Adjusted gross margin, excluding depreciation and stock-based compensation was approximately 38% in third quarter of 2022. Reported gross profit was 20%. We were pleased with our execution of the rapid recovery in our third quarter adjusted gross margin following the temporary supply challenges that were rectified during the second quarter. Looking ahead, we continue to see opportunities to capture the COGS synergies between Local Bounti and Pete's operations and we are already making great progress. In fact, comparing our per unit cost prior to the Pete's acquisition to our actual performance since it closed, we've reduced packaging costs by 40% and reduced feed costs as well. Net loss was $27.1 million for the quarter and includes $10.9 million in stock-based compensation, $5.2 million in interest expense, $1.7 million of depreciation, $1.3 million of amortization and $0.9 million of strategic transaction due diligence and integration-related costs. Adjusting for these and other discrete items, adjusted EBITDA loss was $7.3 million. From a capital structure perspective,…

Thank you. The floor is now open for questions [Operator Instructions] Our first question comes from Ben Klieve from Lake Street Capital. Please state your question.

All right. Thanks for taking my questions, First, on the Sam's Club announcement congratulations here. And my questions on this are, one, I'm wondering how much of your Georgia facility you anticipate being allocated to Sam's. And then also kind of throughout the life of this agreement if there are minimum volume metrics that either of you are committing to that you can share?

Yes. Hi, good morning, Ben. Craig Hurlbert. Appreciate the question. I'm going to let Brian take that because candidly Brian is the one that's been playing point with us. So Brian, do you want to tackle that question for Ben? Answer

Yes, definitely. Good morning, Ben. So as it pertains to the Sam's Club agreement and just our overall relationship with them, we're trying to be very sensitive to all the details around it. But as it pertains to the Georgia facility and not just with Sam's, but with all the excitement of our other customers in the Southeast it really drove the excitement around adding 1b, right away. So we are looking at 1b coming online to help satisfy the business requirements of the Southeast.

Okay. Very good. Thank you. Thank you, Brian. Next one, from me and then I'll pass it over here is on the kind of capital availability and funding the various expansion initiatives. I mean between expanding Georgia integrating Stack & Flow into Pete's finishing Pasco starting Texas there's plenty going on here. And I'm hoping, you can help us understand kind of the level of capital throughout these initiatives that's already been committed. And then talk about your CapEx expectations, for this collective suite of initiatives between now and say the end of next year?

It's such an important question, Ben. Kathy, why don't you tackle the first part of that and then we'll all pile-in, okay as necessary.

Sure. Good morning, Ben. So as you know right, we at Local Bounti spent a lot of time thinking about capital efficiency how do we drive revenue with every dollar we deploy whether that be through an acquisition, such as Pete's or CapEx with their own facilities and initiatives. Our capital structure is in a solid place right now. The $23 million PIPE we raised in October, with some of our marquee long-term investors, our cash on the balance sheet currently and the $34 million of undrawn capacity on our credit agreement with Cargill, we have in excess of $80 million of liquidity. And thinking about our relationship with Cargill, we couldn't be in a better place with them. We are revamping our agreement to broaden it for more facilities and also to reduce the interest rate, et cetera. That being said, we also continue to nurture all of our investor and lending relationships. We've had success demonstrating our progress and those partners have shown a willingness to help us reach our goals. Of course signing and announcing the Sam's Club five-year offtake agreement, helps in these discussions. Regarding kind of specific numbers for CapEx Ben, we've not guided to that for 2023. And basically, a lot of that has to do with the fact that each of the facilities are different because of our build versus buy strategy, the locations, the demand for each of the facilities, but we are very focused on meeting our timelines to get the facilities up and running. It's absolutely critical for us because as we said repeatedly, we have so much pent-up demand throughout the country that we've got to get them up and running as fast as possible. And honestly, I said it in my remarks, our construction team has been amazing in their ability to keep costs within budget even given all the supply chain issues and just come up with creative ways to keep budgets intact, one of which is to bring the GC function in-house and other things. So hopefully, that's helpful.

Yeah.

Hi, Ben this is Craig. One other thing to consider, we've heard many others in the space have struggled from CapEx creep. I think, one of the important things to keep in mind is that a lot of that can be handled on the construction side, but holding kind of the pro forma together can also happen with innovation. And so we're managing our costs very well. We're also seeing tremendous innovation gains, which really holds intact our whole investment thesis around capital deployed versus revenue dollars versus EBITDA. So where we are, everybody struggling from supply chain, our ability to innovate has allowed us to hold and even improve the original thesis. So, it gives us a lot of flexibility in the way we're doing things.

Got it, got it. Okay. Very good. Appreciate both of you and congratulations on the gross profit improvement especially, and I’ll get back in queue.

Thank you Ben.

Our next question comes from Colin Rusch with Oppenheimer. Please state your question.

Thanks so much guys. Can you talk a little bit about the learnings that you're seeing in terms of ramp in Georgia, and how you might be able to apply those more broadly given the different environment that you're operating in from a weather perspective versus Montana?

Yeah, hey. Good morning Colin. Travis, why don't you start with that and then maybe Brian can chime-in.

Sure. Colin, thanks for your question. I'd say, first-off generally speaking a lot of the reps in Montana working on that transition from Stack & Flow are in process of being repeated in Georgia. So with that new Stack tower up in Georgia it's going to give us the ability to get early reps with that Stack & Flow integration in Georgia. And as we get more and more of those reps, it's just going to prepare us even more for the advent of 1-B Texas and Pasco. It's always our strategy, go slow before you go fast. And the addition of our Stack phase in Georgia is just another opportunity for us to get those early reps and prepare for scale -- larger scale in Georgia, Texas and Washington.

Okay, great. I guess the second question is really around the timing of berries, the high-value crops. And if you could just talk a little bit about some of the key friction points that you're running into at this point and how you expect to first resolving those things?

It’s a really good question.

Yeah. Such an important question, Colin. And I think keep in mind our original pro forma had only leafy in it. So this is an opportunity for us to expand our product offering. Kathy, why don't you start with that question? And then maybe Travis you can also chime-in because I know you've been very involved.

Yeah. In terms of where we are seeing ourselves going with berries, it's a very broad opportunity for us because our technology is yielding a lot of differentiation in the taste texture feel so to speak of our berries. And with the large customers and suppliers globally of berries that we're talking to they are thrilled with the taste of our berries. And so what we're seeing is that's yielding a lot of interest in our berries. And I'll pass it off to Travis.

Yeah. I think the exciting opportunity ahead of us and really the question we asked early this year internally within our innovation team was how do you apply Stack & Flow to other perishables. And we looked at the whole landscape and said berries would be a very interesting place to play and we built a thesis around it and this year got quite a few reps with strawberries, raspberries and blackberries and those early trials yielded enough information and promise such that we believe that we are going to have a technology application to berries and that Stack & Flow is not just for leafy anymore. So it's very exciting and just applaud our incredible innovation team. It's a really special and a brilliant group of people. Really answering the question where can Stack & Flow apply next.

Yeah. Hey Colin, Travis said something in his remarks; he said our technology has an important place in the future of agriculture. I think that line gets buried, but we're seeing that every day. And this is a very good example of that where, yeah, we're going to grow out our leafy enterprise, but we're also going to see where else Stack & Flow can apply to help many other growers and businesses that are struggling with the impacts of climate change in an outdoor environment. And that is real and we're in some very deep conversations. And the real question for us is how do we monetize that technology in that space. So very interesting opportunity for us and it won't be just berries. It won't stop there.

That’s super helpful guys. Thanks so much.

Thank you Colin.

Our next question comes from Brian Wright with ROTH Capital Partners. Please state your question.

Thanks. Good morning. And I might have missed this, but I just want to make sure for clarity. So as part of the commissioning process in the Georgia 1-A facility just, like, can you provide an update as far as like yields relative to expectations, or any metrics could you talk a little bit about how that's going?

Travis?

We haven't provided any guidance on that quite yet. Really it's in the release. Where we sit today is we've really been in the commissioning phase still preparing to fulfill the Sam's Club demand. And we're producing a very specific set of products for that relationship. So it's been getting that dialed-in and the reps in place. And I believe Brian can speak to when we expect to start shipping product there, specifically to Sam's.

Okay. So…

Yeah. Sorry, just in case you wanted a little bit of additional color on that. We are starting to plan on shipping this week on the Sam's Club deal. We have all of the volume to satisfy the requirements there and we're continuing to see improvements each time. There was a question about, the kind of the facilities within themselves. And it's all about having the right tools in the toolbox from facility equipment team in that. So we're utilizing all of that to make sure that we're maximizing those yields.

Got it. So it's a little bit of a different process than maybe some of the others is to use as far as commissioning you're commissioning for the specific quarter. So you're growing specifically quarterly orders. And as those orders sizes increase that's when the -- so it's not like, right away that the full kind of yields are being seen. Is that kind of a fair way to think about it?

Right. Yes, that's a fair way to think about it. Remember, the Stack phase, Brian has been phased in here as we -- and that's really the beauty of the technology because, we're actually -- the greenhouse part of the operation is actually working now or phasing in the Stack kind of as a bolt-on. So yes, the yield, that information will become more-and-more, clear here in the quarters to come but we're all feeling very excited about what we are seeing.

Great. Thank you.

Thank you, Brian. Appreciate it.

Our next question comes from Christopher Barnes with Deutsche Bank. Please state your question.

Hi. Thanks so much for the question. Just a couple of follow-ups from me, I was wondering first could you just talk a little bit more about the offtake agreement with Sam's. Which of your products are in scope for the relationship like how are you guys measuring success there? And then, like, how soon do you think that relationship could expand to other markets outside the Southeast.

Thank you, Christopher. I appreciate your question. Brian you want to tackle that one?

Yeah. I will. And actually have to kind of go back to an initial -- this whole agreement with Sam's has been some time in the making. And we're really excited about not just the length of the agreement but what it could mean for us regionally. All that being said, we've also have been very close and sensitive to what they're trying to do as part of their business. And so we're not putting out anything too specific about what the size is of the program. I will tell you as far as what is involved is we are repricing the one pound spring mix in the club stores. And those will be hitting markets this week or this next week coming on.

Got it. Thank you, Brian.

Christopher, I think one more thought on that. And I know you're asking about Sam's Club, but I'll use this as an opportunity to just speak a little bit more broadly. The whole category across the U.S. is really seeing tremendous momentum. And obviously that manifests with the type of agreement with Sam's which as Brian said was in the making. But we are just seeing tremendous interest in some of our value-added products for sure and then also just our traditional products. So this whole concept of simplifying supply chain really securing supply chain focusing on fresh locally grown products it is a very, very real movement on the ground in the space.

That's all makes perfect sense. My follow-up was just around -- in regards to Ben's earlier question around capital availability, look, I know you guys are -- you don't want to talk about the level of like capital expenditures like in the next couple of years. I understand that. I'm just curious, like you raised equity like recently. I guess like why was that necessary just given your ability to tap into the revolver, your cash on hand? And just going forward, like is there -- do you have any bias for like where the funding will come from, whether just as Georgia cash flow improves through normal operations or do you expect to lean into equity issuances again over this funding cycle.

Kathy, do you want to start on that one.

Sure. Good morning, Chris. Thanks for the question. So the reason why we did the PIPE was really just being good stewards of capital and just shoring up our balance sheet a little bit, right? Cargill is a fantastic strategic partner for us. And so we are able to really leverage that relationship. I mean I did say in my comments earlier, we also are always very, very close with the other lenders that are interested in working with us and other institutional investors, et cetera. I mean, we don't currently have a plan to go out to the equity markets again is what I would say. I'm just trying to think, does that pretty much answer your question?

Yes. No, no, that's helpful. Thanks so much. I’ll pass it on.

Thank you very much. I think -- yes, thanks for your question. Really appreciate it. I think one maybe last thought on that is the realities of the capital markets today are creating opportunities for us on the inorganic side. And what that means is there are many operators that are struggling. We've already heard about those of us in the industry know about several. We can name them and others that will be on the horizon. That's going to create opportunities for Local Bounti primarily because, remember, we have the ability to come in and bolt-on our Stack technology to existing operations that could get us geography or potentially talent, customers, et cetera, and we could get an extra 40% to 50% yield out of their existing facility. So it creates a very unique opportunity for us. So us being in the capital markets is going to be a consistent thing, because we're going to need capital to grow. Our challenge is, good stewards of capital is really making the most of those capital dollars by really continuing the innovation and making sure that we're able to deliver delicious products consistently and at fantastic unit economics that are unparalleled. And that's really the challenge of everybody in the company, and I'll just give you an example. This morning, we have many of our employees listening in this morning that are excited about the company and where we're going. I know in Montana at 6 o’clock this morning in snowstorm, we have our facility manager, [indiscernible] and many of his team members listening in. So this is all a complete all hands on deck enterprise, making sure that we're getting the proper capital and deploying that capital properly with great returns, ultimately getting us to EBITDA positivity and cash flow positivity. And that's definitely on the horizon for us.

Thanks, Craig. That's helpful.

Thank you, Chris.

And our final question comes from Pamela Kaufman with Morgan Stanley. Please state your question.

Hi. Good morning.

Good morning, Pamela.

Congrats on all of the announcements. My first question is on what your current production capacity is in the Georgia facility. Do you have excess production volume to sell to other customers in Georgia beyond Sam's Club? And where are you in building retail relationships and distribution in Georgia outside of Sam's Club. Obviously, I know that's an important development, but just curious on the overall strategy.

That's an important question Pamela. Hey, Brian, why don't you tackle that? I know you and your team have been working really hard on that.

Yeah. Thank you and good morning, Pamela. So 1B is going to be very important to our overarching volume needs to satisfy the Southeast in totality. We are already in a lot of the retail establishments in the local areas with local retail. And we have a couple hundred of other stores that are coming online in addition to the Sam's Club. 1B is going to be extremely important to come online here in Q1 so that we could continue that progress towards Southeast expansion. But we're really excited about where we're at today and having that extra availability to continue on.

Thanks. And just a clarification on Sam's Club. Are you going to be selling branded or private label products to them?

Yeah. So it’s a great question. So we are launching next week with a branded Local Bounti one Pound.

Okay. Great. And then

Hey, Pamela?

Yeah.

Pamela, I think there's an important point there. We named Local Bounti because we kept hearing local is so important and that's really resonating with the retailers, not just at Sam's Club, but across the board that there's that local component to it as they're chasing local and fresh. So just a thought on top of Brian's comments.

And I think that will be a great way to gain more visibility for the brand as you expand your retail presence.

Correct.

My other question is just on the criteria that you considered when selecting Mount Pleasant for your next facility. What drove your decision to build it there and then the decision to build versus buy like you did with Pete's?

Another great question, Pamela. Thank you. I will start and anyone else can chime in. The great thing about where we are now and really having integrated Pete's completely is now our customers are a heavy voice in where they want us to place facilities. So our Texas facility is really driven by conversations with customers saying here's our distribution centers, here's where this would make good sense. And so we're able to really have a high degree of confidence when we're putting those capital dollars down on where to put the facilities. And honestly, that's going to be probably the loudest voice in the room moving forward is kind of our desire to always be customer back and delivering great products and having them where it makes sense for their delivery mechanism to get it into their retail outlets. I'd open it up to anyone else on the LB side to see if you want to add to that comment.

Yeah. I think I would just add that when we're thinking about locations we're really -- to Craig's point about serving DCs, we want to make sure that we're able to get to the highest number of DCs possible in the region that we're planning on serving. And we're also trying to do that where we have best of life for our team. So if we're delivering a product we don't want to be in a spot where they can't be home with their family at night. And so it becomes very important piece of the puzzle in marrying all of these different aspects of what makes a good site. But as it pertains to kind of the access to DCs that was mentioned earlier, a lot of it has to do with just kind of the time to each of them and the ability to serve the maximum DCs possible.

Got it. Thank you. That’s helpful.

Thank you, Pamela.

That was our final question. I'll turn it back over to you for closing remarks. Answer

We'd like to thank everybody for your time today. This now concludes the meeting. We look forward to speaking with everybody again very soon. And thank you so much for your interest in Local Bounti.

Ladies and gentlemen, that does conclude today's conference call. We do thank you for your attending. You may now disconnect your lines.