Good morning, and welcome to the Local Bounti's Second Quarter 2023 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 that today's event is being recorded. At this time, I'd like to turn the conference 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 Chief Executive Officer, Anna Fabrega 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 our 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 Anna. Go ahead.

Thank you, Jeff, and welcome to everyone on the call today. This is a pivotal time in Local Bounti's journey, and I'm thrilled to join you today for my first earnings call as the Company's CEO. I'm proud to be part of this organization, and I'm excited to address the opportunities we have ahead of us. I believe that our Stack & Flow Technology represents the most innovative and economically viable Controlled Environment Agriculture (CEA) approach for sustainable agriculture. I was attracted to Local Bounti because of its mission and the amazing people behind it. Agriculture has been part of my entire life. In fact, my dad still runs a farm in Panama where he grows teak and coffee. I have a deep appreciation for the hard work and limitations that conventional farming methods require, which traditionally has limited producers to specific geographies and approaches. I believe food should be as local and sustainable as possible. Local Bounti represents a long-overdue evolution in growing techniques that not only address environmental and sustainability goals by using a fraction of the water, land, and food miles traveled, but it is also a system to bring fresher, higher quality, and better-tasting products closer to consumers across the country and eventually in the world. I love that we are feeding families while helping the environment. I've been fortunate to learn from highly regarded business leaders and organizations such as Amazon and apply those skills in young organizations that are in the midst of growing quickly and scaling up. I believe we are the future of food production. To be successful, we need to grow and scale the business in the most efficient way possible, optimizing our resources and leveraging our collective talent. I have deep knowledge of the retail sector and direct experience channeling efficient operational expansion, and I'm excited to work with this talented team to do just that. We are still operating in a nascent industry, ripe with innovation and fresh thinking. All of the challenges are real, but the opportunity is immense. We are simultaneously ramping up our growing capacity at new and existing facilities, establishing consistent and replicable operational protocols, expanding our distribution network of approximately 13,000 doors, and enhancing penetration through a customer-focused, value-added program expansion. Individually, each of these represents an opportunity to materially advance our business. And collectively, our ability to accomplish these goals in a highly disciplined fashion represents a massive opportunity to generate significant economic value for our employees and shareholders alike. To achieve these goals, scaling the business and delivering the financial returns we believe are inherent in our model, we need to adapt to ensure that we have the right infrastructure and people in place to position Local Bounti for success. As part of this process, we have optimized our organizational structure and added key talent in the areas of operations, sales, and human resources that will accelerate our strategy. I'm excited to be able to apply my experience as CEO of Freshly and as a long-time Executive at Amazon to drive significant company growth. The team has solidified an attractive model and continues to press forward to unlock exciting advancements in yield to improve the potential of our unit economics. Equally important are the financing vehicles that we have in place today enabling us to scale up in a capital-efficient manner. We continue to have line-of-sight to breakeven adjusted EBITDA at the end of 2024 or early 2025, when we will be operating a broad footprint of facilities to serve an ever-growing roster of blue-chip customers that spans the country. With the focus I am putting on our operations, I am confident that we have an organization that is up to the task of generating financial returns in the quickest and most efficient manner possible, and I look forward to demonstrating our progress in the quarters and years to come. With that, I will now turn the call over to Kathy to provide an update on our facility build-outs, review our second-quarter performance, and provide some comments on our expectations for the remainder of the year.

Thank you, Anna. I would like to echo many of the themes that Anna spoke to. This is a pivotal time for our business, and we are fortunate to have the resources in place to fuel our growth ambitions. This includes capital for growth, which we've worked extremely hard to put in place, and of course, our people. I'd really like to recognize the resolve that our team has displayed over the past few years, which included a transformative acquisition, a huge scale-up, a public offering, leadership changes, and a multitude of daily challenges that have all come together to advance the business and make us stronger. I take great pride in working with such a committed group of professionals, and I'm thrilled to embark on our next phase of growth under Anna's leadership. With that, I'm pleased to share that our facility scale-up is on track. We are focused on completing products that generate near-term returns. With that in mind, we are working on completing our Georgia buildout, and we are set to complete our Texas facility in the fourth quarter of this year and our Washington facility early in the first quarter of 2024. With respect to Georgia, construction of both Phase 1-A and 1-B are complete, and our focus has shifted to Phase 1-C. As a reminder, Phase 1-A and 1-B reflect the site's completed six-acre automated greenhouse footprint, while Phase 1-C is focused on the integration of the complementary vertical stack zones. The structure that houses those stack zones is approximately 90% enclosed, and we are in great shape for the project to reach completion early in the fourth quarter of 2023. The completion of the Vertical Nursery is a critical development in terms of the additional capacity it will add. We estimate that once fully commissioned and at today's run rate, this will add approximately 40% to the site's current revenue-generating capacity. This will allow us to open up our product suite to new offerings, strengthening our position as a premier partner in the CEA space and deepening our roots in the Southeast. Our new six-acre facility in Texas is advancing rapidly, and the greenhouse structure is largely complete. Similar to Georgia, we are shifting focus to the stack installation, and we continue to expect operations in Texas to commence in the fourth quarter this year. The similar design of this facility to that of Georgia will allow for synergistic operations and management of the two facilities. As mentioned, Texas will support production of our packaged leafy green varieties, as well as locally grown living lettuce, and fortify our national distribution network with localized facilities, spanning coast-to-coast across the Southern U.S. At our Pasco, Washington facility, the structural steel work for the greenhouses is now complete and glass installation is progressing. When complete, the facility will comprise three acres of greenhouses that will be supported by multiple stacked zones. The location will help bolster the company's distribution capabilities in the Pacific Northwest and is expected to commence operations in the first quarter of 2024. As a reminder, we've been consciously staggering construction to accommodate the commissioning of our Texas facility in the fourth quarter of 2023 to maximize the efficiency of our team. I'll now cover our second quarter results. Second quarter 2023 sales were $7.2 million as compared to $6.3 million in the prior year period. Our second quarter results largely reflected production from our California facilities and to a lesser extent, our Montana and Georgia Phase 1-A and 1-B facilities. With the Phase 1-B expansion now complete in the second quarter, we are ramping up service and improving our fill rate to our customers' distribution centers that we added to our network during the quarter. We expect momentum to continue improving in the second half of this year as our operational protocols drive enhanced productivity and look forward to the completion of Phase 1-C's stack implementation later this year, which we anticipate will further increase the revenue run rate out of the Georgia facility. Second quarter 2023 adjusted gross margin, excluding depreciation, stock-based compensation, and other nonrecurring items, was approximately 28%. Our adjusted gross margin continued to be constrained in the quarter by weather-related variables at our California facilities. As you may recall, we experienced excessive precipitation in abnormally cool temperatures this spring, which continued through June. The extreme weather created some unique growing challenges that were exacerbated by facility damage that required repairs and maintenance. This resulted in lower production, which led to a temporary decrease in fixed cost absorption. We are pleased with the team's response and ability to navigate the complex environment and have since resolved these issues. This experience demonstrates the value of a diversified facility footprint and gives us greater conviction in our local approach with current and future build-outs. Further, I'd remind you of the differences in the legacy Pete's facilities in California versus the new greenfield facilities that we are building. The completion of each of our new facilities in Georgia, Texas, and Washington, the mix of our production shifts towards sites with significantly higher environmental controls, which will insulate us from the weather anomalies that we have been dealing with this year in California. SG&A was $16.7 million in the second quarter, which was down $6.4 million from the prior year period, with the difference largely due to lower stock-based compensation expense. Adjusted SG&A was $7.8 million versus $8 million in the prior year period. Second quarter 2023 net loss was $10.7 million as compared to a net loss of $31.7 million in the prior year period and includes $6.5 million in interest expense, $4.4 million in stock-based compensation, $3.3 million of depreciation and amortization, and a gain on a change of fair value of a warrant liability of $15.2 million. Adjusting for these and other nonrecurring items, adjusted EBITDA loss was $8.3 million. From a capital structure perspective, for the second quarter ended June 30, 2023, we had cash, cash equivalents, and restricted cash in the amount of $40.4 million and approximately $67 million of undrawn capacity on our credit facility with Cargill. We continue to believe that we have the necessary capital to reach breakeven adjusted EBITDA by the end of 2024 or early 2025, which is a very important milestone that our entire organization has been working hard to achieve. As previously announced, at the end of the first quarter, we expanded our construction financing agreement with Cargill by up to $110 million for a total of up to $280 million. Then in April, we executed a sale-leaseback transaction for $35 million. We continue to advance our work with a licensed USDA lender to reduce our cost of construction financing and lower our cost of debt. Taken together, we are on sound financial footing with resources and agreements in place to execute our near-term plan. However, I also want to emphasize that we continue to work on additional strategies to lower our cost of capital, while preserving the flexibility that our current agreements allow for. While we remain cognizant of our near-term capital requirements, our strategic philosophy is longer-term in nature, and we are constantly preparing for future growth opportunities. As of June 30, 2023, we had approximately 8.2 million shares outstanding. On a pro forma basis, including warrants and our employees' restricted stock units outstanding, we have a fully diluted share count of approximately 15.5 million shares. With respect to our outlook, we are reiterating full-year 2023 revenue guidance of between $34 million and $40 million, representing growth of at least 74% compared to full-year 2022. In terms of our quarterly cadence, we continue to expect revenues to build sequentially through the back half of the year due to our Georgia production expansion with the completion of Phase 1-B and our improved service to the distribution centers that we brought online in the second quarter. We've only just realized the higher throughput of the Georgia facility, which tempers our anticipated sequential growth for the third quarter. However, we continue to expect a more pronounced lift in the fourth quarter, which will benefit from the improved underlying production and the positive impact from Phase 1-C's stack implementation, which is expected to increase production by 40%. This is expected to have a commensurate positive influence on our adjusted EBITDA as well, which should gradually improve through the balance of the year. And also in the fourth quarter, our Texas facility will be coming online. That concludes our prepared remarks. Operator, please open the call for questions.

Thank you. We will now begin the question and answer session. Our first question comes from Kristen Owen with Oppenheimer. Please go ahead.

Hi, thank you for taking the question, and congratulations on the nice results. Anna, welcome. You've been in the seat now for a few weeks, so just curious as my first question. What are your first impressions? Where do you see the opportunities? And just in the context of the scale of what you are trying to accomplish over the next 12 to 18 months, how you and Travis and Craig are spending your time to maximize those efforts?

Sure. And thank you for the question, Kristen. I would say, at a high level, my focus with the team has been on driving revenue growth, but at the same time, making sure that we have an efficient cost structure. Because I don't think it's ever too early in the company's life cycle to be focused on cost reduction and maximizing efficiencies. So part of that has been making sure that we have the right skill sets in the right places and putting a really strong focus on our operational production and processes. Because if you think about these facilities, Georgia, the new facility is coming online; they're far more similar to a manufacturing operation than to a standard agricultural facility. And so, we really need to focus on operational efficiencies, putting the right processes in place, and making sure that we have the right mechanisms to be driving our yield efficiencies as quickly as possible. So, we're really focused on ramping up Georgia. As Kathy mentioned, 1-A and 1-B are now online and we're focused on transitioning to 1-C and ramping those up and then on completing our Texas and Pasco locations and getting those up and running as well.

Great. Thank you so much. So then, on some of those cost initiatives, you really describe them as optimization initiatives. It seems to me that the operating expense level that you guys have been running at is about $60 million on a cash basis run rate annually. Based on some of the moves or realignment that you've made, how should we be thinking about that cash cost going forward given the optimization efforts that you're making?

Yes. I mean I would say with any ramp-up operation, there are tweaks and adjustments that are constantly being made that will continue to lower our cost structure at a facility level. I would also say that with some of the organizational changes that we've been making, we don't expect there to be an impact on general and administrative expenses, because we're making sure the team is focused on the right initiatives. I think that's one of the keys: making sure that across the board, we are focused on operating to drive higher yields and control our cost structure. So I don't expect there to be any negative impact there.

Great. Thank you so much.

All right. Thanks for taking my questions, and I echo Kristen's sentiment: Anna, welcome aboard. I have a couple of questions on the quarter specifically. First of all, on the gross margins. Kathy, you talked about the pressure out of the California locations from weather-related issues. I'm wondering if you can elaborate on that a bit, and talk about the magnitude of that pressure on gross margins? And then also the degree to which those were between the two buckets that you outlined. It sounds like there is some damage to the facility and also just a facility that was unprepared for adverse weather. Can you talk about how much of the margin pressure was driven by either of those two variables?

Kathy, do you want to go?

Yes. Thanks, Anna, and good morning, Ben. Thanks for the question. So, we talked about it even when we gave our Q1 results, right? Severe rain, like March, the greater rains for the first time in 40 years that California has seen rains at that level. And what it did for our facility was heavy wind and rain, right, and lack of sun. And so what that does, is it impacts the growth, slows production a little bit, and there were instances where the product was out of spec, which is incredibly important to us to provide our customers with a standard of product that they love. Especially out of California, because they've been buying the product for 10 to 15 years. So lack of sun slows production and creates out-of-spec products, and the level of damage to the facilities was not catastrophic at all. It was small, but historically, Pete's didn't do a lot of repairs and maintenance. And so now, when we saw what happened, again, nothing catastrophic, we've put in place protocols for repairs and maintenance. So I'd say our topline revenue fell short by $500,000 because of the out-of-spec product.

Okay. Very helpful. Thank you, Kathy. And then, my other question, Kathy, you commented on keeping your eyes open for future growth opportunities. I'm wondering in the context of this current market environment where throughout both the vertical and the greenhouse space, there have been so many negative outcomes for companies with closures or bankruptcies. How has your growth outlook changed even over the last three months? Because it seems like these items have accelerated in the last few months. Has your growth strategy changed in the context of this macro backdrop? Or is it really unchanged from where it was even three months ago?

Do you want to grab that first in and then you can follow up? Go ahead.

No, go ahead.

When I think about it, right, and it's in every podcast you’ve ever seen on Local Bounti, right? Craig and Travis did their due diligence before they founded Local Bounti because they were running at the e-Firm, and they wanted to invest in controlled environment agriculture. They ran around and did their diligence and felt that there weren't many companies out there in CEA that they viewed as being successful largely because they didn't have the discipline to develop economics, right? And that's actually why they founded the company. So with that backdrop, when we look at what's been going on in the news, it's very, very difficult, of course. But we, from the very beginning, have had just a mindset of like, hey, we need to be cash flow positive. We need to have positive gross margins. We need to have the appropriate capital in place for us to get there, right? But when I think about our strategy, I would say that with Anna coming on board, we have a much greater focus on operational excellence. We do look at M&A situations where it's a build versus buy situation. But I would say the strategy hasn't changed too significantly, other than, as Anna said, having a huge focus on operational excellence. It's like when I think about the Georgia facility, it's actually now kind of turned the corner and is running like a manufacturing operation. So Anna, your comments?

Yes. I'll just add. We continue to have a really solid foundation in terms of cash on the balance sheet and availability of financing. So, we're going to be really thoughtful about growth. We're going to maximize growth out of our existing footprint. Beyond that, we're always looking at where our customers want us to go and where there's market demand.

Okay. Very good. Appreciate that. I have plenty more to discuss, but I'll leave it there. Thanks for taking my questions. I want to get back in line.

Our next question comes from Brian Wright with ROTH MKM. Please go ahead.

Thanks. Good morning. Congrats on the quarter and on the progress, and hello, Anna. I wondered if you can just take an approach to kind of think about the ramp as the year progresses. And just wanted to understand, now that we're in the regional distribution centers with Sam’s Club. How do we think about the focus? Is it the number of stores that are committed through those distribution centers for orders? Or how does that process flow just for us to get a better sense of what’s on the comp as far as that ramp in the back half of the year? That would be very helpful.

Yes. We've just started Phase 1-B and are currently working on increasing existing production in the greenhouse. Once we transition to Phase 1-C, we will enter a phase where we ramp up our operations and integrate it into the facility. As we boost our yields and production, we will also expand into more distribution centers. The main focus is on meeting the demand; we need to enhance our production and optimize the yields as we bring Phase 1-C online.

Okay. You all see the details, but for us outsiders, it's hard to get a sense of it. So basically, you're selling what you're producing out of the Georgia facility, whether to the same distribution network or other vendors at this point. It's more about production growth. Is that the way to think about it?

Yes, that is exactly the way to think about it.

Thank you so much. That was very helpful clarification. Thanks. And then just a bigger picture, I know this might be a little early and unfair, but that's our job to be unfair sometimes. When you think about growth opportunities long-term, have you thought about licensing technology growth through those vehicles? Have you thought about licensing the stack and flow at all? Or is that something that you would consider?

Right now, we're really wholly focused on getting Georgia ramped up and on getting these new facilities online and ramped up as well, and meeting the pent-up demand that's out there. So that's really the focus for the team at the moment. And I'm excited because with Pasco and Washington coming online, we really have the opportunity to have consistent processes, consistent workflow, and I'm super excited to see what efficiencies we gain.

Ladies and gentlemen, at this time, I’m showing no further questions. I'd like to end the question-and-answer session and turn the conference call back over to Anna Fabrega, CEO, for any closing remarks.

Thank you. I'd like to thank everyone for joining us this morning, and we look forward to updating you on our progress as we further scale and grow Local Bounti's business in the coming quarters. Thank you.

Ladies and gentlemen, that does conclude Local Bounti's conference call for today. Thank you for attending. You may now disconnect your lines.