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The following segment was excerpted from this fund letter.
Lifecore Biomedical (NASDAQ:LFCR)
Lifecore, discussed above, is our fill-finish CDMO that also has a dominant position in pharmaceutical grade hyaluronic acid production. The company is presently bringing on additional capacity that was planned for ~4 years ago. You likely recall that over the last year, Lifecore had been running a strategic review of their business, which I believed would result in a sale, likely to a private equity buyer. While I would have been very happy to pull forward value realization at Lifecore through a sale, at no point was our investment entirely dependent on a sale being realized, and in late March the strategic review ended without a sale.
As is typical when this happens, shares sold off hard on the news as some portion of the shareholder base was made up of “event driven” investors who were only interested in a potential sale. When it became clear a sale would not happen, these investors headed for the exits.
From my perspective, a sale only made sense if prospective buyers were willing to pay a full price for Lifecore’s future earnings power. I believe that a sale was not consummated because the bid x ask spread between buyers and sellers was simply too wide. Importantly, board members own 40+% of the equity, and they have an inside view of how customer demand is developing, and are thus better able to probability weight the likeliness of future earnings power developing than the market. Additionally, when Lifecore first announced capacity additions a few years ago, they believed that the new equipment they were purchasing would take capacity from 22M units to 45M units. This estimate was deliberately conservative as Lifecore deals with a lot of high viscosity product, and they could not be certain how quickly the machines could process this highly viscous material. Now that the machines have been installed and tested, they have realized that their initial estimates were far too low, and actual updated capacity is 70M units. Clearly this additional unexpected capacity has some value.
At the same time, my research suggests that several of the most likely private equity buyers have been in digestion mode following past acquisitions, and with an uncertain interest rate environment, it seems as if they took a “show me” approach to Lifecore’s earnings power, rather than giving credit for business which is still in the mixing bowl rather than fully baked. They were thus unwilling to pay the seller’s number. Again, when possible I always prefer to pull future value to the present, but what matters now is how our investment in Lifecore appears today… and I think it looks very attractive.
First, we know that shares have been under pressure from noneconomic selling tied to event-driven investors aggressively exiting. Second, while I cannot say for certain, I believe that Lifecore received bids at prices higher than where shares are currently trading, but chose not to accept them. I believe that barring some total disaster, these buyers would gladly own this asset, suggesting that we have a put of sorts, which theoretically protects any downside. Third, a new CEO, Paul Josephs, has been named and will be starting in May. I am still doing channel checks on him, but based on what I have heard thus far, I think we can expect a real upgrade in management quality.
Importantly, this new CEO is strongly incentivized to focus on share price. As part of his employment, he was granted 1,500,000 Performance Stock Units that vest in tranches based on share price. The highest tranche is $40, and if Mr. Josephs is able to steer the Company anywhere near those levels, he has the opportunity to make generational wealth. We are along for the ride.
Fourth, there has been an information vacuum around Lifecore in recent quarters as the company has been restating its financials. I suspect that within a few months of Mr. Joseph’s arrival he will host an investor day, and give the world a view toward the internal developments that have not yet been revealed, and perhaps have been deliberately concealed. For example, Lifecore has been run-rating at 10-11M units on an existing ~20M unit capacity, and capacity has gone to 70M units. Yet, recent commentary from the company has been limited to suggesting that “revenue generating capacity” has “tripled.” This is true, but drawing one’s attention to what has happened to capacity rather than what can happen to revenue seems like clear misdirection.
If revenue capacity has tripled, but the company has been run-rating around 50% of capacity, then surely current revenue has the potential to more than triple. I believe that these numbers are being deliberately sandbagged in advance of a new CEO starting in order to smooth his path. Fifth, Lifecore is primed to be shortly added to the R2000, and based on JP Morgan’s preliminary estimates, the indexes will be forced to buy ~20 days of volume.
In sum, I was wrong in my belief that Lifecore would be sold and we would pull forward our returns; timing is always the hardest part of investing. But I do not think I am wrong about the value here, and at present the bar for LFCR stock to succeed appears very low, while at the same time industry developments, management developments, and capacity developments are all very favorable. The company has not issued guidance for the coming year claiming (and I agree) that it would be inappropriate for them to set targets and then hand those targets to a CEO who has not yet started. However, they had previously indicated that they expected to ~double their run rate unit count over the next 2+ years, more recently they have indicated that the business is clearly inflecting from temporary problems faced in fiscal 2023, and they have noted that approximately one third of the later stage conversations they are having with prospective customers are with larger pharmaceutical companies that could quickly soak up capacity. This has been a frustrating investment to date with wild ups and downs, but we are getting closer to massive improvements in earnings power.
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Disclaimer This document, which is being provided on a confidential basis, shall not constitute an offer to sell or the solicitation of any offer to buy which may only be made at the time a qualified offeree receives a confidential private offering memorandum (“CPOM”) / confidential explanatory memorandum (“CEM”), which contains important information (including investment objective, policies, risk factors, fees, tax implications and relevant qualifications), and only in those jurisdictions where permitted by law. In the case of any inconsistency between the descriptions or terms in this document and the CPOM/CEM, the CPOM/CEM shall control. These securities shall not be offered or sold in any jurisdiction in which such offer, solicitation or sale would be unlawful until the requirements of the laws of such jurisdiction have been satisfied. This document is not intended for public use or distribution. While all the information prepared in this document is believed to be accurate, Laughing Water Capital, LP , Laughing Water Capital II LP and LW Capital Management, LLC make no express warranty as to the completeness or accuracy, nor can they accept responsibility for errors appearing in the document. An investment in the fund/partnership is speculative and involves a high degree of risk. Opportunities for withdrawal/redemption and transferability of interests are restricted, so investors may not have access to capital when it is needed. There is no secondary market for the interests and none is expected to develop. The portfolio is under the sole trading authority of the general partner/investment manager. A portion of the trades executed may take place on non-U.S. exchanges. Leverage may be employed in the portfolio, which can make investment performance volatile. The portfolio is concentrated, which leads to increased volatility. An investor should not make an investment, unless it is prepared to lose all or a substantial portion of its investment. The fees and expenses charged in connection with this investment may be higher than the fees and expenses of other investment alternatives and may offset profits. There is no guarantee that the investment objective will be achieved. Moreover, the past performance of the investment team should not be construed as an indicator of future performance. Any projections, market outlooks or estimates in this document are forward-looking statements and are based upon certain assumptions. Other events which were not taken into account may occur and may significantly affect the returns or performance of the fund/partnership. Any projections, outlooks or assumptions should not be construed to be indicative of the actual events which will occur. The enclosed material is confidential and not to be reproduced or redistributed in whole or in part without the prior written consent of LW Capital Management, LLC. The information in this material is only current as of the date indicated, and may be superseded by subsequent market events or for other reasons. Statements concerning financial market trends are based on current market conditions, which will fluctuate. Any statements of opinion constitute only current opinions of Laughing Water Capital LP and Laughing Water Capital II LP, which are subject to change and which Laughing Water Capital LP and Laughing Water Capital II LP do not undertake to update. Due to, among other things, the volatile nature of the markets, an investment in the fund/partnership may only be suitable for certain investors. Parties should independently investigate any investment strategy or manager, and should consult with qualified investment, legal and tax professionals before making any investment. The fund/partnership is not registered under the investment company act of 1940, as amended, in reliance on an exemption there under. Interests in the fund/partnership have not been registered under the securities act of 1933, as amended, or the securities laws of any state and are being offered and sold in reliance on exemptions from the registration requirements of said act and laws. The S&P 500 and Russell 2000 are indices of US equities. They are included for informational purposes only and may not be representative of the type of investments made by the fund. |
Editor’s Note: The summary bullets for this article were chosen by Seeking Alpha editors.
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