LIFECORE BIOMEDICAL, INC. \DE\
For the period ended Sep 30, 2026. Filed Nov 4, 2026.
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Sep 30, 2026 · Filed Nov 4, 2026
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Related party transactions
- Related party transactions
Alcon has been and continues to be the Company's largest customer, comprising 52% and 46% of its revenues for the nine months ended September 30, 2026 and September 30, 2025, respectively. On May 22, 2023, Alcon entered into the Term Loan Credit Facility with the Company as described in note 9. This relationship as the Company's largest creditor, combined with its position as the Company's largest customer, caused management to conclude that Alcon has the ability to exert significant influence over the Company and therefore meets the definition of a related party beginning in May 2023 through the present.
Alcon’s transactions with the Company are as follows:
Customary current financial positions for a customer of Alcon's size, including accounts receivable, contract assets and liabilities, and revenue, each as presented in the consolidated balance sheets and statements of operations and the notes thereto. As updated by an amendment effective November 1, 2026, Alcon has provided the Company guaranteed contractual minimum purchasing commitments through 2034, and the Company has agreed not to enter into new agreements to develop, supply or manufacture certain types of product that directly compete with certain Alcon products. The Company is also required to maintain certain manufacturing capacity levels through 2034;
A significant individual prepayment that Alcon made to the Company in May 2024 of $5,500. The prepayment was accounted for as a contract liability and initially discounted to present value due to the existence of a significant financing component. The discount is being amortized over the life of the contract liability via charges to interest expense, related party. This contract liability is being derecognized over the course of 2026 by delivering goods to Alcon at a discount equal totwelve monthly credit memos totaling $5,500. As of September 30, 2026, the remaining contract liability balance of $1,352, which is net of the unamortized discount, is included in accrued expenses and other current liabilities on the consolidated balance sheet;
Proceeds of $142,270 from term loans issued in May 2023 that were used to repay prior borrowings. The term loan principal plus accrued interest has grown to $196,125 through September 30, 2026 as a result of interest paid-in-kind, which decreased from 10% to 7% beginning May 2026. Cash interest paid to Alcon for the three and nine months ended September 30, 2026 was $1,457 and $2,062, respectively. See notes 1 and 9 for additional information;
Alcon purchased equipment in May 2023 for $7,730 that it is leasing back to the Company in exchange for quarterly payments over aten-year period. Payments to Alcon under the lease were $274 and $286 for the three months ended September 30, 2026 and September 30, 2025, respectively, and $832 and $867 for the nine months ended September 30, 2026 and September 30, 2025, respectively. See note 9 for additional information;
Interest expense incurred from the Alcon instruments noted above, net of capitalized interest, was $21,840 and $16,031 for the nine months ended September 30, 2026 and September 30, 2025, respectively. Included in those amounts was non-cash interest expense of $19,523 and $15,733 for the nine months ended September 30, 2026 and September 30, 2025, respectively; and
Contract assets, net of contract liabilities, from CDMO operations of $3,787 and $728 as of September 30, 2026 and December 31, 2025, respectively, for the recognition of revenue as the result of performance obligations satisfied in advance of billing the customer.
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