GlobeNewswire Inc | Aug 11, 2020 04:19PM EDT

August 11, 2020

SANTA MARIA, Calif., Aug. 11, 2020 (GLOBE NEWSWIRE) -- Landec Corporation (Nasdaq: LNDC), a diversified health and wellness company with two operating businesses, Curation Foods, Inc. and Lifecore Biomedical, Inc., reported results for the fiscal 2020 fourth quarter and full year ended May 31, 2020. The Company previously announced its preliminary fiscal 2020 fourth quarter revenue and other select financial metrics on June 29, 2020. Looking forward, Landec intends to create further stockholder value by delivering against its long-term financial targets, strengthening its balance sheet, selectively investing in innovation and growth, and implementing strategic priorities to improve operating margins at Curation Foods and driving topline growth at Lifecore.

FISCAL FOURTH QUARTER 2020 BUSINESS HIGHLIGHTS:

-- Revenues of $156.1 million, an increase of 2.2% year over year -- Gross profit of $24.1 million, a decrease of 8.1% year over year -- Net loss of $15.1 million, which includes $6.8 million of restructuring and other non-recurring charges, net of tax and $9.6 million of impairment of goodwill and intangibles charges, net of tax. -- Diluted net loss per share of $0.52; adjusted diluted net income per share of $0.05, which excludes $0.23 per share of restructuring and other non-recurring charges, net of tax and $0.34 per share of impairment of goodwill and intangibles charges, net of tax. -- Adjusted EBITDA was $14.1 million, which excludes $9.2 million of restructuring and other non-recurring charges and $13.0 million of impairment of goodwill and intangibles charges. -- Sale of Curation Foods non-strategic manufacturing asset in Ontario, California for $4.8 million -- Decision to retain Curation Foods legacy core vegetable bag and tray business

FISCAL YEAR 2020 BUSINESS HIGHLIGHTS:

-- Revenues of $590.4 million, an increase of 5.9% year over year -- Gross profit of $75.0 million, a decrease of 7.4% year over year -- Net loss of $38.2 million, which includes $21.1 million of restructuring and other non-recurring charges, net of tax and $9.6 million of impairment of goodwill and intangibles charges, net of tax. -- Diluted net loss per share of $1.31; adjusted diluted net loss per share of $0.26, which excludes $0.72 per share of restructuring and other non-recurring charges and $0.33 per share of impairment of goodwill and intangibles charges, net of tax. -- Adjusted EBITDA was $22.0 million, which excludes $28.3 million of restructuring and other non-recurring charges and $13.0 million of impairment of goodwill and intangibles charges. -- Introduced full-year fiscal 2021 guidance

CEO COMMENTS:Our organization worked tirelessly in fiscal 2020 to support the acceleration of growth at Lifecore and to stabilize operations at Curation Foods. Lifecore delivered high-margin revenue growth during fiscal 2020, resulting from its attractive competitive position as a fully integrated contract development and manufacturing organization (CDMO). We believe Lifecore is poised to continue on its growth trajectory based on industry trends, customer demand and its robust business development pipeline, said Dr. Albert Bolles, Landecs President and CEO. As we transition to fiscal 2021, our Curation Foods business has the benefit of a much more efficient organization that was the result of our decisive actions that have been implemented to date as part of Project SWIFT. Despite the negative effects from the COVID-19 pandemic at Curation Foods during the fiscal fourth quarter, we were still able to generate a significant improvement in Curation Foods profitability in the second half of fiscal 2020. In fiscal 2021, we will be further leveraging the benefits we have derived to date from Project SWIFT, as well as implementing measures that build on and advance Curation Foods momentum in delivering more consistent operating performance. In addition, we believe we have a plan in place to strategically grow Curation Foods existing business lines through consumer insight driven innovation. In fiscal 2021, with Lifecore positioned to resume steady adjusted EBITDA growth, with Curation Foods adjusted EBITDA expected to increase significantly, and with both operations supported by disciplined capital management, we are executing our plan to build a sustainable profitable future for our employees and our shareholders.

FOURTH QUARTER 2020 RESULTS:Fiscal fourth quarter 2020 results compared to fiscal fourth quarter 2019 are as follows:

(Unauditedand inthousands, Three Months Ended Changeexceptper-sharedata) May 31, 2020 May 26, 2019 Amount %Revenues $ 156,131 $ 152,780 $ 3,351 2 %Gross profit 24,091 26,212 (2,121 ) (8 ) %Net (loss)income from (15,149 ) 367 (15,516 ) N/M continuingoperationsDiluted net(loss) income (0.52 ) 0.01 (0.53 ) N/M per shareAdjusteddiluted net 0.05 0.07 (0.03 ) (38 ) %income pershare*EBITDA* (8,019 ) 7,616 (15,635 ) (205 ) %Adjusted $ 14,120 $ 11,844 $ 2,276 19 %EBITDA*

* See Non-GAAP Financial Information at the end of this release for more information and for a reconciliation of certain financial information.

Revenues increased $3.4 million, or 2.2%, year over year, which was primarily a result of a 5.8% increase in revenues in the Lifecore segment and a 1.5% increase in the Curation Foods segment. Lifecores performance was primarily driven by a 13% increase in its CDMO business, partially offset by a 23% decrease in its fermentation business. Curation Foods performance was primarily driven by a 19% increase in its avocado products business and a 13% increase in its technology business, partially offset by a 1% decrease in its fresh packaged salads and vegetables business.

Gross profit decreased $2.1 million, or 8.1%, year over year. Gross profit margin decreased 170 basis points to 15.4% compared to the prior year period. Consolidated gross margin was primarily driven by disruptions related to the COVID-19 pandemic at both of its operating segments. Curation Foods experienced a 10.2% decrease in gross profit due to significant shifts in customer demand toward some of its lower margin product categories and irregular customer order volatility which resulted in order cancellations that caused supply chain inefficiencies and increased costs from other operational disruptions. Lifecore experienced a 5.4% decrease in gross profit due to temporary manufacturing inefficiencies, which have since been resolved, associated with the new safety protocols that were implemented.

Net loss was $15.1 million for fiscal fourth quarter, which includes $6.8 million of restructuring and non-recurring charges, net of taxes and $9.6 million impairment of goodwill and intangibles, net of tax, compared to net income of $0.4 million in the prior year comparable period, a decrease of $15.5 million.

Adjusted EBITDA increased $2.3 million, or 19.2%, year over year, to $14.1 million for fiscal fourth quarter which excludes restructuring and other non-recurring charges and impairment of goodwill and intangibles. This compares to $11.8 million of adjusted EBITDA in the prior year comparable period.

SEGMENT RESULTS:

(Unauditedand in Three Months Ended Change Twelve Months Ended Changethousands) May 31, 2020 May 26, 2019 Amount % May 31, 2020 May 26, 2019 Amount %Revenues:Curation $ 130,627 $ 128,672 $ 1,955 2 % $ 504,533 $ 481,686 $ 22,847 5 %FoodsLifecore 25,504 24,108 1,396 6 % $ 85,833 $ 75,873 $ 9,960 13 %Total $ 156,131 $ 152,780 $ 3,351 2 % $ 590,366 $ 557,559 $ 32,807 6 %Revenues Gross Profit:Curation $ 13,231 $ 14,735 $ (1,504 ) (10 ) % $ 42,105 $ 49,305 $ (7,200 ) (15 ) %FoodsLifecore 10,860 11,477 (617 ) (5 ) % $ 32,883 $ 31,698 $ 1,185 4 %Total Gross $ 24,091 $ 26,212 $ (2,121 ) (8 ) % $ 74,988 $ 81,003 $ (6,015 ) (7 ) %Profit Net (Loss)Income from ContinuingOperations:Curation $ (15,935 ) $ (1,845 ) $ (14,090 ) N/M $ (39,089 ) $ (6,229 ) $ (32,860 ) N/M FoodsLifecore 4,775 5,484 (709 ) (13 ) % $ 11,748 $ 12,070 $ (322 ) (3 ) %Corporate (3,989 ) (3,272 ) (717 ) 22 % $ (10,850 ) $ (3,719 ) $ (7,131 ) N/M Total Net(Loss) Incomefrom $ (15,149 ) $ 367 $ (15,516 ) N/M $ (38,191 ) $ 2,122 $ (40,313 ) N/M ContinuingOperations EBITDA,excludingWindset FMV change, andrestructuringCuration $ (12,446 ) $ 987 $ (13,433 ) N/M $ (29,209 ) $ 4,168 $ (33,377 ) N/M FoodsLifecore 7,504 8,469 (965 ) (11 ) % $ 20,103 $ 20,233 $ (130 ) (1 ) %Corporate (3,077 ) (1,840 ) (1,237 ) 67 % $ (10,157 ) $ (2,045 ) $ (8,112 ) N/M Total EBITDAexcluding $ (8,019 ) $ 7,616 $ (15,635 ) N/M $ (19,263 ) $ 22,356 $ (41,619 ) N/M Windset FMVchange

Lifecore Biomedical Business Update:CDMO partner Heron Therapeutics ZYNRELEF (formerly known as HTX-011) Candidate Received Positive Opinion from European Medicines Agency

Lifecore is the Companys CDMO business focused on product development and manufacturing of sterile injectable products. Lifecore continues to expand its presence in the CDMO marketplace by finding additional opportunities to partner with biopharmaceutical and medical device companies.

On July 24, 2020, Heron Therapeutics (Heron) announced that it received a positive opinion from the European Medicines Agencys (EMA) Committee for Medicinal Product for Human Use (CHMP), which adopted a positive opinion and a recommendation for the granting of a marketing authorization for treatment of post-operative pain in Europe. ZYNRELEF is a non-opioid, dual-acting, fixed dose combination of the local anesthetic bupivacaine with a low dose of the nonsteroidal anti-inflammatory drug meloxicam.

Jim Hall, Lifecores President, commented, We are excited about this development and congratulate the Heron team on their achieving this major regulatory milestone, which will help relieve postoperative pain for a vast patient population across Europe. Lifecore has been a proud partner of Heron for many years, providing process development and support throughout the regulatory approval process for ZYNRELEF. Moving forward, Lifecore will continue to support Heron in its FDA approval process and look forward to future positive outcomes.

Lifecore Biomedical Key Initiatives:

-- Business Development Pipeline Progress:Business development revenue in the fourth quarter of fiscal 2020 increased 5.8% year-over-year. Lifecore currently has 16 projects in its total development pipeline. The projects are generally equally disbursed across the various stages of the product development lifecycle, spanning from early phase clinical development to pre-commercial validation, which aligns with the business overall CDMO development strategy. -- Maximizing Capacity:Maximum theoretical manufacturing capacity in fiscal 2020 increased to 22 million units from 17.5 million units with demand of approximately 6.5 million units. Based on commercialization timing estimates for the products within the development pipeline, Lifecore intends to have the capacity to fulfill customer demand for up to 22 million units in the next 3 to 4 years. Lifecore also has the ability to increase manufacturing capacity at its current location to 30 million units annually. -- Advancing Product Commercialization:Lifecore currently expects one product in development to be approved by the FDA for commercialization in calendar year 2020 and the commercialization of one to two products annually.

Curation Foods:Concludes strategic review of legacy core vegetable and tray business and sells salad dressing facility for $4.8 Million

Curation Foods is the Companys natural food business. Curation Foods will continue seeking to deliver the highest level of product quality and safety, while executing with excellence on its customer, grower and partner commitments.

To date, the Company has announced actions with Project SWIFT, its value creation program that aims to strengthen the Curation Foods business by simplifying the business, and estimates that it will provide total annualized cost savings of approximately $11 million. The Company believes that these actions chart a clear path towards improving the overall financial performance of Landec, creating long-term value. The following decisive actions have been announced thus far:

-- Focus on Strategic Assets:Conclusion of Strategic Review for Legacy Vegetable Bag and Tray:Following a thorough review of the available strategic alternatives with respect to its legacy vegetable bag and tray business, management and the Board of Directors have determined that retaining this business is the best approach to take advantage of operational efficiencies that have already been realized, and allows the Company to meet key strategic customer demand with a full line of fresh plant-based products. The Company anticipates this business will approximate $100 million to $110 million in revenue in fiscal 2021. Management has reset the gross margin structure associated with this business, and as a result, believes that it will generate positive adjusted EBITDA contributions in fiscal 2021.Non-Core Asset Divestitures:The Company continues to drive toward a simplification of the Curation Foods business through evaluating potential opportunities to divest non-core assets. Management announced today the assignment of the lease and sale of corresponding assets related to its yet-to-be-operational salad dressing facility in Ontario, CA in exchange for $4.8 million in cash. As previously announced, the Company is in the process of exploring a sale of its Hanover, PA manufacturing operations. -- Network & Operational Optimization:The Company has completed its consolidation and centralization of the Curation Foods offices into its Innovation Center headquarters in Santa Maria, CA in order to maximize efficiency and productivity. In addition, the Company has improved plant operations by implementing lean manufacturing practices. -- Organizational Redesign:The Company continues to evaluate and make changes to Curation Foods structural organization so that it can be competitive with industry benchmarks and appropriate for the Companys future direction, with a focus on strategic initiatives, developing and elevating internal talent and reducing headcount.

UPDATE REGARDING THE COVID-19 PANDEMICThere are many uncertainties regarding the current novel coronavirus (COVID-19) pandemic, including the scope of scientific and health issues, the anticipated duration of the pandemic, and the extent of local and worldwide social, political, and economic disruption it may cause. The COVID-19 pandemic has had, and is expected to continue to have, meaningful adverse impacts on many aspects of the Companys operations, directly and indirectly, including with respect to its impacts on customer behaviors, business and manufacturing operations, inventory, the Companys employees, and the market generally, and the scope and nature of these impacts continue to evolve each day. The Company expects to continue to assess the evolving impact of the COVID-19 pandemic, and intends to make adjustments to its responses accordingly.

BALANCE SHEET & AMENDED CREDIT AGREEMENT: As previously announced, on July 15, 2020, the Company entered into the Eighth Amendment to the Credit Agreement which provided a limited default waiver with respect to the Companys noncompliance under its credit agreement through the most recent fiscal period. The amendment also increases the Companys permitted exclusions for certain unusual, extraordinary or one-time cash items for purposes of calculating EBITDA for the fiscal quarter ending February 28, 2021 and thereafter (other than for purposes of calculating the applicable interest rate) from 10% to 20% of EBITDA. In addition, the amendment includes certain restrictions on the Companys aggregate capital expenditures through May 31, 2021, and the Company will incur a 50 basis point increase in the applicable interest rates thereunder.

FISCAL 2021 OUTLOOK:Excluding restructuring and other nonrecurring charges, tax implications and any potential impact from the ongoing COVID-19 pandemic, the Company is introducing its full year fiscal 2021 guidance, which is detailed below with growth figures that are compared to fiscal 2020:

Revenue from continuing operations:

-- Consolidated Revenues: range of $530 million to $550 million (-10% to -7%) -- Lifecore: range of $93 million to $97 million (+8% to +13%) -- Curation Foods: range of $437 million to $453 million (-13% to -10%)

Adjusted EBITDA:

-- Consolidated: range of $33 million to $37 million (+50% to +68%) -- Lifecore: range of $22.5 million to $24.5 million (+12% to +22%) -- Curation Foods: range of $12 million to $14 million (+181% to +238%)

Seasonality:

-- From a revenue perspective, the Company anticipates minimal quarterly variation due to seasonality for both Lifecore and Curation Foods. At Lifecore, this is the result of a coordinated effort to work with customers on shipment timing. From an adjusted EBITDA perspective, the Company anticipates minimal quarterly variation due to seasonality for the fiscal second, third, and fourth quarters during which both Lifecore and Curation Foods are expected to deliver normalized gross and adjusted EBITDA margins. For the fiscal first quarter, the Company anticipates that it will experience margin related headwinds associated with expected seasonal plant closures at its avocado products manufacturing operation during the summer off-season, which lowers fixed cost absorption for Curation Foods. At Lifecore, in fiscal first quarter the business is experiencing temporary margin compression associated with sell through of its higher cost inventory that resulted from the fiscal fourth quarter 2020 COVID-19 manufacturing inefficiencies, which have since been corrected and are not expected to impact future quarters.

Brian McLaughlin, Chief Financial Officer commented, We are introducing fiscal 2021 guidance, which demonstrates our expectation for a return to strong adjusted EBITDA growth at Lifecore, even with its first quarter margin pressure due to higher cost inventory related to COVID-19 and for improved quarterly EBITDA contributions from Curation Foods following the operational improvements that we made in fiscal 2020. At Curation Foods, full year guidance implies an approximate 300 basis point lift in gross margin versus fiscal 2020, achieving the low-end of the steady-state targets we communicated to previously. The drivers for the gross margin improvement are the anticipated turnaround of our avocado products business, the cost-out improvements in our manufacturing operations, the partial year benefit from the closure of our Hanover facility, and the improved margin structure of our legacy vegetable bag and tray business which now generates approximately $100 - $110 million in revenues. The guidance is before any additional actions associated with Project SWIFT, further efforts to optimize our network, or new product introductions.

Conference CallThe live webcast can be accessed directly at http://ir.Landec.com/events.cfm or on Landecs website on the Investor Events & Presentations page. The webcast will be available for 30 days.

Date: Tuesday, August 11, 2020

Time: 5:00 p.m. Eastern time (2:00 p.m. Pacific time)

Direct Webcast link: http://ir.Landec.com/events.cfm

To participate in the conference call via telephone, dial toll-free: (877) 407-3982 or (201) 493-6780. Please call the conference telephone number 5-10 minutes prior to the start time so the operator can register your name and organization. If you have any difficulty with the webcast or connecting to the call, please contact ICR at (646) 277-1263.

A replay of the call will be available through Tuesday, August 18, 2020 by calling toll-free: (844) 512-2921 or direct (412) 317-6671, and entering code 13707337.

About Landec CorporationLandec Corporation (NASDAQ: LNDC) is a leading innovator of diversified health and wellness solutions with two operating businesses: Curation Foods, Inc. and Lifecore Biomedical, Inc. Landec designs, develops, manufactures, and sells products for the food and biopharmaceutical industry. Curation Foods is focused on innovating and distributing plant-based foods with 100% clean ingredients to retail, club and foodservice channels throughout North America. Curation Foods is able to maximize product freshness through its geographically dispersed family of growers, refrigerated supply chain and patented BreatheWay packaging technology. Curation Foods brands include Eat Smart fresh packaged vegetables and salads, O Olive Oil & Vinegar premium artisan products, and Yucatan and Cabo Fresh avocado products. Lifecore Biomedical 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 and vials. As a leading manufacturer of premium, injectable grade Hyaluronic Acid, Lifecore brings 35 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 Landecs website at www.landec.com.

Non-GAAP Financial InformationThis press release contains non-GAAP financial information relating to EBITDA, adjusted EBITDA, and adjusted net income per share. The Company has included reconciliation of these non-GAAP financial measures to their respective most directly comparable financial measures calculated in accordance with GAAP. See the section entitled Non-GAAP Financial Information and Reconciliations in this release for definitions of EBITDA, adjusted EBITDA, and adjusted net income per share, and those reconciliations.

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 Companys results reported in accordance with GAAP. Management believes these non-GAAP financial measures provide useful additional information to investors about trends in the Companys 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 Companys consolidated financial statements presented in accordance with GAAP.

Important Cautions Regarding Forward-Looking StatementsThis 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. 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, the ability to achieve acceptance of the Companys new products in the market place, weather conditions that can affect the supply and price of produce, government regulations affecting our business, the timing of regulatory approvals, uncertainties related to COVID-19 and the impact of our responses to it, the ability to successfully integrate Yucatan Foods into the Curation Foods business, and the mix between domestic and international sales. 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 (SEC), including the risk factors contained in our most recent Quarterly Report on Form 10-Q and Annual Report on Form 10-K. Forward-looking statements represent managements current expectations 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.

LANDEC CORPORATIONCONSOLIDATED CONDENSED BALANCE SHEETS(In thousands)

May 31, 2020 May 26, 2019 (unaudited) ASSETS Current Assets: Cash and cash equivalents $ 360 $ 1,080 Accounts receivable, less allowance for doubtful 76,206 69,565 accountsInventories 66,311 54,132 Prepaid expenses and other current assets 14,230 8,264 Total Current Assets 157,107 133,041 Investment in non-public company, fair value 56,900 61,100 Property and equipment, net 192,338 200,027 Operating leases 25,321 ? Goodwill 69,386 76,742 Trademarks/tradenames, net 25,328 29,928 Customer relationships, net 12,777 15,319 Other assets 2,156 2,934 Total Assets $ 541,313 $ 519,091 LIABILITIES AND STOCKHOLDERS? EQUITY Current Liabilities: Accounts payable $ 51,647 $ 53,973 Accrued compensation 9,034 10,687 Other accrued liabilities 9,978 10,001 Current portion of lease liabilities 4,423 75 Deferred revenue 352 499 Line of credit 77,400 52,000 Current portion of long-term debt, net 11,554 9,791 Other current liabilities, discontinued operations ? 65 Total Current Liabilities 164,388 137,091 Long-term debt, net 101,363 87,193 Long-term lease liabilities 26,378 3,532 Deferred taxes, net 13,588 19,393 Other non-current liabilities 4,552 1,738 Total Liabilities 310,269 248,947 Stockholders? Equity: Common stock, $0.001 par value; 50,000 sharesauthorized; 29,224 and 29,102 shares issued and 29 29 outstanding at May 26, 2019 and May 31, 2019,respectivelyAdditional paid-in capital 162,578 160,341 Retained earnings 71,245 109,710 Accumulated other comprehensive (loss) income (2,808 ) 64 Total Stockholders? Equity 231,044 270,144 Total Liabilities and Stockholders? Equity $ 541,313 $ 519,091

LANDEC CORPORATIONCONSOLIDATED CONDENSED STATEMENTS OF INCOME AND LOSS

(Unaudited and inthousands, except Three Months Ended Twelve Months Endedper-share data) May 31, 2020 May 26, 2019 May 31, 2020 May 26, 2019Product sales $ 156,131 $ 152,780 $ 590,366 $ 557,559 Cost of product 132,040 126,568 515,378 476,556 salesGross profit 24,091 26,212 74,988 81,003 Operating costs and expenses:Research and 2,710 3,461 11,099 11,466 developmentSelling, generaland 18,187 18,271 72,188 62,062 administrativeImpairment ofgoodwill and 12,953 2,000 12,953 2,000 intangible assetsRestructuring 3,352 ? 17,285 ? costsTotal operatingcosts and 37,202 23,732 113,525 75,528 expensesOperating (loss) (13,111 ) 2,480 (38,537 ) 5,475 income Dividend income 281 412 1,125 1,650 Interest income 6 32 103 145 Interest expense, (3,146 ) (1,955 ) (9,603 ) (5,230 ) netOther income (4,455 ) ? (4,395 ) 1,600 (expense)Net (loss) incomefrom continuing (20,425 ) 969 (51,307 ) 3,640 operations beforetaxIncome tax 5,276 (602 ) 13,116 (1,518 ) (expense) benefitNet (loss) incomefrom continuing (15,149 ) 367 (38,191 ) 2,122 operations Discontinued operations:Loss fromdiscontinued ? (823 ) ? (2,238 ) operationsIncome tax ? 194 ? 527 benefit(Loss) fromdiscontinued ? (629 ) ? (1,711 ) operations, netof taxNet (loss) incomeapplicable to (15,149 ) (262 ) (38,191 ) 411 commonstockholders Diluted net(loss) income pershare from $ (0.52 ) $ 0.01 $ (1.31 ) $ 0.07 continuingoperationsDiluted net(loss) per share $ ? $ (0.02 ) $ ? $ (0.06 ) from discontinuedoperationsDiluted net(loss) income per $ (0.52 ) $ (0.01 ) $ (1.31 ) $ 0.01 share Shares used indiluted per share 29,184 29,015 29,162 28,607 computations

Non-GAAP Financial Information and Reconciliations

EBITDA, adjusted EBITDA, and adjusted net income per share are non-GAAP financial measures. We define EBITDA as earnings before the fair market value change of the Companys investment in Windset, interest expense, income tax expense, and depreciation and amortization. We define as adjusted EBITDA as EBITDA before certain restructuring and other non-recurring charges and before impairment of goodwill and intangibles charges. We define adjusted diluted net income per share as diluted net income per share before certain restructuring and other non-recurring charges, net of tax, and before impairment of goodwill and intangibles charges, net of tax. The table below presents the reconciliation of these non-GAAP financial measures to their respective most directly comparable financial measures calculated in accordance with GAAP and other supplemental information. See Non-GAAP Financial Information above for further information regarding the Companys use of non-GAAP financial measures.

(Unaudited and in Three Months Ended Twelve Months Endedthousands) May 31, 2020 May 26, May 31, 2020 May 26, 2019 2019Net (loss) incomefrom continuing $ (15,149 ) $ 367 $ (38,191 ) $ 2,122 operationsFMV change in 4,400 ? 4,200 (1,600 ) Windset investmentInterest expense,net of interest 3,140 1,923 9,500 5,085 incomeIncome tax (5,276 ) 602 (13,116 ) 1,518 (benefit) expenseDepreciation and 4,866 4,724 18,344 15,230 amortizationTotal EBITDA (8,019 ) 7,616 (19,263 ) 22,355 Restructuring andother non-recurring 9,186 2,228 28,331 1,695 charges (1)Impairment ofgoodwill and 12,953 2,000 12,953 2,000 intangibles (2)Total adjusted $ 14,120 $ 11,844 $ 22,021 $ 26,050 EBITDA

(Unaudited and in thousands) Three Months Ended Twelve Months Ended May 31, May 26, May 31, May 26, 2020 2019 2020 2019Diluted net (loss) income pershare from continuing $ (0.52 ) $ 0.01 $ (1.31 ) $ 0.07 operationsRestructuring and othernon-recurring charges, net of $ 0.23 $ ? $ 0.72 $ ? tax, per diluted share (1)Impairment of goodwill andintangibles, net of tax, per $ 0.34 $ 0.06 $ 0.33 $ 0.06 diluted share (2)Adjusted diluted net income(loss) per share from $ 0.05 $ 0.07 $ (0.26 ) $ 0.13 continuing operations

(Unaudited and in Curation Lifecore Other Totalthousands) FoodsThree Months Ended May 31, 2020Net (loss) incomefrom continuing $ (15,935 ) $ 4,775 $ (3,989 ) $ (15,149 ) operationsFMV change in 4,400 ? ? 4,400 Windset investmentInterest expense,net of interest 1,370 ? 1,770 3,140 incomeIncome tax (5,817 ) 1,426 (885 ) (5,276 ) (benefit) expenseDepreciation and 3,536 1,303 27 4,866 amortizationTotal EBITDA (12,446 ) 7,504 (3,077 ) (8,019 ) Restructuring andother 6,789 ? 2,397 9,186 non-recurringcharges (1)Impairment ofgoodwill and 12,953 ? ? 12,953 intangibles (2)Total adjusted $ 7,296 $ 7,504 $ (680 ) $ 14,120 EBITDA Twelve Months Ended May 31, 2020Net (loss) incomefrom continuing $ (39,088 ) $ 11,749 $ (10,852 ) $ (38,191 ) operationsFMV change in 4,200 ? ? 4,200 Windset investmentInterest expense,net of interest 5,467 ? 4,033 9,500 incomeIncome tax (13,028 ) 3,346 (3,434 ) (13,116 ) (benefit) expenseDepreciation and 13,240 5,008 96 18,344 amortizationTotal EBITDA (29,209 ) 20,103 (10,157 ) (19,263 ) Restructuring andother 20,697 ? 7,634 28,331 non-recurringcharges (1)Impairment ofgoodwill and 12,953 ? ? 12,953 intangibles (2)Total adjusted $ 4,441 $ 20,103 $ (2,523 ) $ 22,021 EBITDA Three Months Ended May 26, 2019Net (loss) incomefrom continuing $ (1,845 ) $ 5,484 $ (3,272 ) $ 367 operationsFMV change in ? ? ? ? Windset investmentInterest expense,net of interest 1,226 ? 697 1,923 incomeIncome tax (1,489 ) 1,827 264 602 (benefit) expenseDepreciation and 3,095 1,158 471 4,724 amortizationTotal EBITDA 987 8,469 (1,840 ) 7,616 Restructuring andother 1,502 ? 726 2,228 non-recurringchargesImpairment ofgoodwill and 2,000 ? ? 2,000 intangiblesTotal adjusted $ 4,489 $ 8,469 $ (1,114 ) $ 11,844 EBITDA Twelve Months Ended May 31, 2019Net (loss) incomefrom continuing $ (6,228 ) $ 12,070 $ (3,719 ) $ 2,122 operationsFMV change in (1,600 ) ? ? (1,600 ) Windset investmentInterest expense,net of interest 3,166 ? 1,919 5,085 incomeIncome tax (1,374 ) 4,023 (1,131 ) 1,518 (benefit) expenseDepreciation and 10,204 4,140 886 15,230 amortizationTotal EBITDA 4,168 20,233 (2,045 ) 22,355 Restructuring andother 969 ? 726 1,695 non-recurringchargesImpairment ofgoodwill and 2,000 ? ? 2,000 intangiblesTotal adjusted $ 7,137 $ 20,233 $ (1,319 ) $ 26,050 EBITDA

(1) During fiscal year 2020, the Company announced a restructuring plan to drive enhanced profitability, focus the business on its strategic assets and redesign the organization to be the appropriate size to compete and thrive. This includes a reduction-in-force, a reduction in leased office spaces, and the sale of non-strategic assets. In addition, the Company incurred certain non-recurring charges during fiscal year 2020, primarily related to potential environmental and compliance matters at Curation Foods Avocado Products factory in Mexico, impairment of fixed assets and other assets, and other restructuring related consulting costs.(2) These impairments are related to Curation Foods goodwill, trademarks and tradenames, and customer relationships with respect to its O Olive Oil and Vinegar and Yucatan brands.

Contact Information:Investor RelationsJeff Sonnek(646) 277-1263jeff.sonnek@icrinc.com