Kathleen Valiasek
Analyst · Lake Street Capital Markets. Your line is now live
Thanks, Travis. The terms of this transaction are favorable and are immediately accretive with an initial purchase price of $122.5 million comprised of financing of $92.5 million that is expected to be provided pursuant to our existing lending facility with Cargill, and the $30 million balance to be paid in Local Bounti stock. We anticipate that all of Pete’s 130 employees will join Local Bounti for a combined total headcount of 250 employees. The Pete’s management team is expected to remain in place as the company becomes a wholly-owned subsidiary of Local Bounti. We are very excited to work together and build upon their success to date. As you heard, the operational synergies are expected to be significant. I’d like to point out a few key elements for you. First, the addition of the Georgia farm, which is slated to open in second quarter, provides much needed capacity to meet known demand from Pete’s existing customers, including the two California farms, we believe that the three facility will generate run rate sales of at least $30 million on an annualized basis once Georgia production ramps up. Second, the transaction of significant operational synergies, and the company expects to achieve an estimated 10% savings on Local Bounti’s existing cost of goods sold from raw materials and packaging in the first full year of operation. And third, we have the good fortune to become significantly more efficient with our capital allocation decisions as they consider our own pipeline of farms, the locations of those facilities and the design equipment and technology that we deployed to meet the known demand from Pete’s existing customer base that reaches 10,000 retail doors across the country. This brings me back to our operations here at Local Bounti. Due to the transformational nature of the anticipated Pete’s transaction, we paused our construction of the Pasco, Washington farm to ensure that its design is fully optimized to drive best-in-class unit economics and the synergies with Pete’s existing rolling systems are considered prior to continuing construction. Despite the delay, we remain committed to the build out of Pasco and has completed site preparation as well as obtained the necessary local and state permits. We are similarly undergoing an analysis of our pipeline for future prime locations to maximize Pete’s national distribution footprint. Key considerations include meeting known demand from key existing customers within the network, as well as optimizing freight routes to minimize costs, while enhancing customer service with consistent delivery schedule. Now that the transaction has been announced, we are taking a deeper dive on our facility planning analysis and expect to provide an update on locations and timelines to include Pasco during our first quarter 2022 earnings call in May. From a capital structure perspective, our balance sheet as of December 31, 2021, reflects the business combination with Leo Holdings III Corp, that was completed on November 19, 2021. We ended the year with cash and cash equivalents of $96.7 million and $183.7 million in total availability on our credit facility. In conjunction with the anticipated Pete’s acquisition, we amended our credit agreement with Cargill to utilize the facility for use in the transaction. Finally, a brief note on our full year 2021 financial performance. We drove sales of $638,000 in 2021 and generated gross profit of $206,000 in 2021, representing a positive gross margin of 32%. I point out that this margin performance is well in excess or expectations and is also burdened by depreciation within cost of goods sold, splitting that depreciation to make an apples-to-apples comparison to our long-term projections that we provided during the [deep back] [ph] process, gross margin would have been approximately 43%. We are pleased with the margin performance, which was again, speaks to our focus on unit level economics and the advantage model we have with our Stack and Flow Technology. Net loss was $56.1 million in 2021. But it includes approximately $8.3 million of non-comparable expenses associated with the business combination, $17.9 million of stock-based comp of $11.4 million in other income and expense items and depreciation of $700,000. Adjusted EBITDA loss was $17.8 million in 2021 and compares to a $4.3 million loss for full year 2020. As we look ahead to full year 2022, we are extremely excited about the scale that Pete’s provides to our business, and to begin to incorporate our Stack and Flow Technology into Pete’s California and Georgia farms over 2022 and 2023. On a pro forma basis, including partial year contribution of Pete’s, assuming the closing of the transaction in the second quarter of 2022, we are guiding to consolidated sales of at least $20 million for full year 2022. In summary, the Pete’s transaction is focused on building upon our financial leadership in the CEA industry, with a proven operator that brings significant scale, while affording us an opportunity to drive costs lower while simultaneously improving on their operations with our proprietary Stack and Flow Technology to drive best-in-class crop cycles and further improve upon our industry-leading unit economics. We are thrilled to share this transformational and immediately accretive transaction with you today, and are now ready to take your questions. Operator?