Cronos Group Inc. (NASDAQ: CRON) (TSX: CRON) (“Cronos” or the
“Company”) today announces its 2022 third quarter business results.
“Market share gains through borderless
innovation and cost rationalization were key drivers to this
quarter's success,” said Mike Gorenstein, Chairman, President and
CEO, Cronos. “Our award-winning Spinach gummy lineup, such as our
SOURZ by Spinach™ Blue-Raspberry Watermelon gummy and new additions
to the portfolio including our Spinach FEELZ™ DEEP DREAMZ THC:CBN
gummy, continue to win in the category. Beyond edibles, we achieved
new product launches in the vape category powered by rare
cannabinoids like CBG and CBN, and in Israel, we continued to grow
the PEACE NATURALS® brand with medical patients while expanding our
leading position in the country. Looking further ahead, we expect
pre-roll innovation to drive our recovery in the category in the
fourth quarter and 2023.”
“While executing on our innovation pipeline, we
also remain on track for the previously announced $20 to $25
million in operating expense savings for 2022,” continued Mr.
Gorenstein. “Importantly, we will seek additional opportunities to
deliver more efficiencies in 2023. I am proud and grateful for the
efforts our global team has put in this year and believe our leaner
and more nimble organization provides a strong foundation for us to
capitalize on the many growth opportunities ahead.”
Financial Results
(in thousands of USD) |
|
Three months endedSeptember 30, |
|
Change |
|
Nine months endedSeptember 30, |
|
Change |
|
|
|
2022 |
|
|
|
2021 |
|
|
$ |
|
% |
|
|
2022 |
|
|
|
2021 |
|
|
$ |
|
% |
Net revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States |
|
$ |
514 |
|
|
$ |
2,100 |
|
|
$ |
(1,586 |
) |
|
(76 |
)% |
|
$ |
4,301 |
|
|
$ |
6,768 |
|
|
$ |
(2,467 |
) |
|
(36 |
)% |
Rest of World |
|
|
20,409 |
|
|
|
18,307 |
|
|
|
2,102 |
|
|
11 |
% |
|
|
64,716 |
|
|
|
41,872 |
|
|
|
22,844 |
|
|
55 |
% |
Consolidated net revenue |
|
|
20,923 |
|
|
|
20,407 |
|
|
|
516 |
|
|
3 |
% |
|
|
69,017 |
|
|
|
48,640 |
|
|
|
20,377 |
|
|
42 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of sales |
|
|
19,766 |
|
|
|
21,137 |
|
|
|
(1,371 |
) |
|
(6 |
)% |
|
|
56,814 |
|
|
|
56,156 |
|
|
|
658 |
|
|
1 |
% |
Inventory write-down |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
N/A |
|
|
— |
|
|
|
11,961 |
|
|
|
(11,961 |
) |
|
(100 |
)% |
Gross profit |
|
$ |
1,157 |
|
|
$ |
(730 |
) |
|
$ |
1,887 |
|
|
258 |
% |
|
$ |
12,203 |
|
|
$ |
(19,477 |
) |
|
$ |
31,680 |
|
|
163 |
% |
Gross margin(i) |
|
|
6 |
% |
|
(4 |
)% |
|
N/A |
|
|
10 |
pp |
|
|
18 |
% |
|
(40 |
)% |
|
N/A |
|
58 |
pp |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)(ii) |
|
$ |
(36,886 |
) |
|
$ |
77,666 |
|
|
$ |
(114,552 |
) |
|
(147 |
)% |
|
$ |
(89,877 |
) |
|
$ |
(263,312 |
) |
|
$ |
173,435 |
|
|
66 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA(iii) |
|
$ |
(21,697 |
) |
|
$ |
(46,773 |
) |
|
$ |
25,076 |
|
|
54 |
% |
|
$ |
(59,396 |
) |
|
$ |
(133,106 |
) |
|
$ |
73,710 |
|
|
55 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
Data |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash
equivalents(iv) |
|
$ |
633,296 |
|
|
$ |
842,567 |
|
|
$ |
(209,271 |
) |
|
(25 |
)% |
|
|
|
|
|
|
|
|
Short-term
investments(iv) |
|
|
255,452 |
|
|
|
197,161 |
|
|
|
58,291 |
|
|
30 |
% |
|
|
|
|
|
|
|
|
Capital expenditures(v) |
|
|
1,625 |
|
|
|
2,505 |
|
|
|
(880 |
) |
|
(35 |
)% |
|
|
4,264 |
|
|
|
11,695 |
|
|
|
(7,431 |
) |
|
(64 |
)% |
(i) Gross margin is defined as gross profit
divided by net revenue.(ii) Net income (loss) of $(36.9) million in
Q3 2022 declined by $114.6 million from Q3 2021. The decline
year-over-year was primarily driven by the fluctuation in the
non-cash gain on revaluation of derivative
liabilities.(iii) See “Non-GAAP Measures” for more
information, including a reconciliation of adjusted earnings
(loss) before interest, taxes, depreciation and amortization
(“Adjusted EBITDA”) to net income (loss).(iv) Dollar amounts
are as of the last day of the period indicated.(v) Capital
expenditures represent component information of investing
activities and is defined as the sum of purchase of property, plant
and equipment, and purchase of intangible assets.
Third Quarter 2022
- Net revenue of $20.9 million in Q3
2022 increased by $0.5 million from Q3 2021. The increase
year-over-year was primarily driven by an increase in net revenue
in the Rest of World (“ROW”) segment driven by growth in the
Israeli medical market and higher extract sales in the Canadian
adult-use market, partially offset by a reduction in revenue in the
U.S. segment, lower cannabis flower sales in the Canadian adult-use
market driven by an adverse price/mix shift and the impact of the
weakening Canadian dollar against the U.S. dollar during the
current period.
- Gross profit of $1.2 million in Q3
2022 improved by $1.9 million from Q3 2021. The improvement
year-over-year was primarily driven by increased revenue in the ROW
segment, mainly driven by sales of cannabis flower in Israel, a
favorable mix of cannabis extract products that carry a higher
margin profile than other product categories, and lower cannabis
biomass costs. The increases were partially offset by lower fixed
cost absorption due to the timing of wind-down activities
associated with our planned exit of the Peace Naturals Campus and
lower revenue in the U.S. segment.
- Adjusted EBITDA of $(21.7) million
in Q3 2022 improved by $25.1 million from Q3 2021. The improvement
year-over-year was primarily driven by decreases in general and
administrative expenses, sales and marketing expenses, and research
and development expenses as a result of the Company's strategic
realignment (the “Realignment”) and an improvement in gross
profit.
- Capital expenditures of $1.6
million in Q3 2022 decreased by $0.9 million from Q3 2021.
Business Updates
Strategic and Organizational
Update
Following the decision to begin a phased exit of
the wholesale beauty category in the U.S. business in the second
quarter of 2022, the Company continued to reduce operating expenses
in the U.S. to better align the business structure with the new
strategy to focus on adult-use product formats in the
direct-to-consumer channel.
The Company remains on track to achieve the
previously identified $20 to $25 million in operating expense
savings for 2022, primarily driven by savings in sales and
marketing, general and administrative, and research and
development.
Brand and Product Portfolio
In the third quarter of 2022 the Spinach® brand
continued to organically expand market share in the edibles
category in Canada. According to Hifyre data, Spinach® products
held an approximate 15.3% market share in the edibles category
across Canada, which expands to approximately 19.8% within the
gummy category alone during Q3 2022. Furthermore, all four SOURZ by
Spinach™ gummies ranked in the top-10 for market share in Canada in
Q3 2022 and five out of six of our gummy products available during
the quarter across the SOURZ by Spinach™ and Spinach FEELZ™ brands
were in the top-15 for the same period.
In the third quarter of 2022, Cronos Israel was
awarded a prestigious Clio Award in the Social Good category for
the PEACE NATURALS® brand campaign in partnership with the Warriors
for Life Association in Israel. The campaign called on mayors to
restrict or stop traditional fireworks shows that cause distress
and anxiety to medical patients and those with PTSD as a result of
conflict and war. The Company is committed supporting and improving
the lives of medical patients and veterans utilizing our
high-quality differentiated products.
In October, the Company continued to expand its
award winning gummy offering with the launch of SOURZ by Spinach™
Tropical Triple Berry 2:1 CBD:THC. This marks Cronos' first high
CBD concentration edible in the Canadian adult-use market for those
looking for a more mellow low-dose experience.
In November, Cronos will launch two infused
pre-rolls in Canada. The first, under the Spinach® brand is, Fully
Charged Atomic GMO, which will be offered in a 5-pack with 0.5
grams per pre-roll. Second, Cronos is launching a CBG-infused
pre-roll under the Spinach FEELZ™ brand called, Tropical Diesel
CBG, which will be offered in a 3-pack with 0.5 grams per
pre-roll.
Global Supply Chain
Cronos Growing Company Inc. (“Cronos GrowCo”)
reported to the Company preliminary unaudited net revenue of
approximately $5.8 million to licensed producers excluding sales to
the Company. Cronos GrowCo continues to build its wholesale
customer base and is becoming a meaningful contributor to the
Canadian cannabis supply chain.
Cronos Australia declared a one Australian cent
per share dividend that resulted in a cash inflow to Cronos of
$390,000 in October 2022. Cronos Australia continues to execute
against its growth initiatives and we are pleased to see this
investment bring cash back to Cronos.
Appointments
In October, Jeff Jacobson was appointed Chief
Growth Officer. Mr. Jacobson previously served as the Company's
Senior Vice President, Head of Growth (North America). Mr. Jacobson
has been with Cronos since December 2016 and was a co-founder of
Peace Naturals Project Inc. Mr. Jacobson's expertise and experience
in licensing and compliance, new business development, project
management and resource management assist Cronos in developing and
penetrating domestic and international markets.
Rest of World Results
Cronos’ ROW reporting segment includes results
of the Company’s operations for all markets outside of the U.S.
(in thousands of USD) |
|
Three months endedSeptember 30, |
|
Change |
|
Nine months endedSeptember 30, |
|
Change |
|
|
|
2022 |
|
|
|
2021 |
|
|
$ |
|
% |
|
|
2022 |
|
|
|
2021 |
|
|
$ |
|
% |
Cannabis flower |
|
$ |
13,674 |
|
|
$ |
15,306 |
|
|
$ |
(1,632 |
) |
|
(11 |
)% |
|
$ |
48,038 |
|
|
$ |
36,337 |
|
|
$ |
11,701 |
|
|
32 |
% |
Cannabis extracts |
|
|
6,627 |
|
|
|
2,786 |
|
|
|
3,841 |
|
|
138 |
% |
|
|
16,197 |
|
|
|
5,020 |
|
|
|
11,177 |
|
|
223 |
% |
Other |
|
|
108 |
|
|
|
215 |
|
|
|
(107 |
) |
|
(50 |
)% |
|
|
481 |
|
|
|
515 |
|
|
|
(34 |
) |
|
(7 |
)% |
Net revenue |
|
|
20,409 |
|
|
|
18,307 |
|
|
|
2,102 |
|
|
11 |
% |
|
|
64,716 |
|
|
|
41,872 |
|
|
|
22,844 |
|
|
55 |
% |
|
|
|
|
|
|
|
|
|
Cost of sales |
|
|
17,265 |
|
|
|
17,735 |
|
|
|
(470 |
) |
|
(3 |
)% |
|
|
50,540 |
|
|
|
49,906 |
|
|
|
634 |
|
|
1 |
% |
Inventory write-down |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
N/A |
|
|
— |
|
|
|
11,961 |
|
|
|
(11,961 |
) |
|
(100 |
)% |
Gross profit |
|
$ |
3,144 |
|
|
$ |
572 |
|
|
$ |
2,572 |
|
|
450 |
% |
|
$ |
14,176 |
|
|
$ |
(19,995 |
) |
|
$ |
34,171 |
|
|
171 |
% |
Gross margin |
|
|
15 |
% |
|
|
3 |
% |
|
N/A |
|
12 |
pp |
|
|
22 |
% |
|
(48 |
)% |
|
N/A |
|
70 |
pp |
Third Quarter 2022
- Net revenue of $20.4 million in Q3
2022 increased by $2.1 million from Q3 2021. The increase
year-over-year was primarily driven by an increase in net revenue
in the Israeli medical market largely attributable to the cannabis
flower category, and higher cannabis extract sales in the Canadian
adult-use market, partially offset by lower cannabis flower sales
in Canada driven by an adverse price/mix shift and the impact of
the weakening Canadian dollar against the U.S. dollar during the
current period.
- Gross profit of $3.1 million in Q3
2022 improved by $2.6 million from Q3 2021. The improvement
year-over-year was primarily driven by increased cannabis flower
revenue in Israel, and higher cannabis extract sales in Canada,
which carry a higher gross margin than other product categories and
lower cannabis biomass costs, partially offset by lower fixed cost
absorption due to the timing of wind down activities associated
with our planned exit of the Peace Naturals Campus.
United States Results
Cronos’ U.S. reporting segment includes results of the Company’s
operations for all brands and products in the U.S.
(in thousands of USD) |
|
Three months endedSeptember 30, |
|
Change |
|
Nine months endedSeptember 30, |
|
Change |
|
|
|
2022 |
|
|
|
2021 |
|
|
$ |
|
% |
|
|
2022 |
|
|
|
2021 |
|
|
$ |
|
% |
Net revenue |
|
$ |
514 |
|
|
$ |
2,100 |
|
|
$ |
(1,586 |
) |
|
(76)% |
|
$ |
4,301 |
|
|
$ |
6,768 |
|
|
$ |
(2,467 |
) |
|
(36 |
)% |
Cost of sales |
|
|
2,501 |
|
|
|
3,402 |
|
|
|
(901 |
) |
|
(26)% |
|
|
6,274 |
|
|
|
6,250 |
|
|
|
24 |
|
|
— |
% |
Gross profit |
|
$ |
(1,987 |
) |
|
$ |
(1,302 |
) |
|
$ |
(685 |
) |
|
(53)% |
|
$ |
(1,973 |
) |
|
$ |
518 |
|
|
$ |
(2,491 |
) |
|
(481 |
)% |
Gross margin |
|
(387 |
)% |
|
(62 |
)% |
|
N/A |
|
|
(325) pp |
|
(46 |
)% |
|
|
8 |
% |
|
N/A |
|
|
(54) pp |
Third Quarter 2022
- Net revenue of $0.5 million in Q3
2022 decreased by $1.6 million from Q3 2021. The decrease
year-over-year was primarily driven by a reduction in sales as a
result of a decrease in promotional spending and SKU
rationalization efforts as the Company implements the Realignment
with respect to the U.S. segment.
- Gross profit of $(2.0) million in
Q3 2022 decreased by $0.7 million from Q3 2021. The decrease
year-over-year was primarily due to lower sales volumes and
increased inventory reserves.
Conference Call
The Company will host a conference call and live
audio webcast on Monday, November 7, 2022, at 8:30 a.m. ET to
discuss 2022 Third Quarter business results. An audio replay of the
call will be archived on the Company’s website for replay.
Instructions for the live audio webcast are provided on the
Company's website at
https://ir.thecronosgroup.com/events-presentations.
About Cronos
Cronos is an innovative global cannabinoid
company committed to building disruptive intellectual property by
advancing cannabis research, technology and product development.
With a passion to responsibly elevate the consumer experience,
Cronos is building an iconic brand portfolio. Cronos’ diverse
international brand portfolio includes Spinach®, PEACE NATURALS®,
Lord Jones®, Happy Dance® and PEACE+®. For more information about
Cronos and its brands, please visit: thecronosgroup.com.
Forward-Looking Statements
This press release contains information that
constitutes forward-looking information and forward-looking
statements within the meaning of applicable securities laws and
court decisions (collectively, “Forward-Looking Statements”), which
are based upon our current internal expectations, estimates,
projections, assumptions and beliefs. All information that is not
clearly historical in nature may constitute Forward-Looking
Statements. In some cases, Forward-Looking Statements can be
identified by the use of forward-looking terminology such as
“expect”, “likely”, “may”, “will”, “should”, “intend”,
“anticipate”, “potential”, “proposed”, “estimate” and other similar
words, expressions and phrases, including negative and grammatical
variations thereof, or statements that certain events or conditions
“may” or “will” happen, or by discussion of strategy.
Forward-Looking Statements include estimates, plans, expectations,
opinions, forecasts, projections, targets, guidance or other
statements that are not statements of historical fact.
Forward-Looking Statements include, but are not
limited to, statements with respect to:
- the impact of the ongoing military
conflict between Russia and Ukraine (and resulting sanctions) on
our business, financial condition and results of operations or cash
flows;
- the uncertainties associated with
the COVID-19 pandemic, including our ability, and the abilities of
our joint ventures and our suppliers and distributors, to
effectively deal with the restrictions, limitations and health
issues presented by the COVID-19 pandemic, the ability to continue
our production, distribution and sale of our products, and demand
for and the use of our products by consumers;
- laws and regulations and any
amendments thereto applicable to our business and the impact
thereof, including uncertainty regarding the application of United
States (“U.S.”) state and federal law to U.S. hemp (including CBD
and other U.S. hemp-derived cannabinoids) products and the scope of
any regulations by the U.S. Food and Drug Administration (the
“FDA”), the U.S. Drug Enforcement Administration (the “DEA”), the
U.S. Federal Trade Commission (the “FTC”), the U.S. Patent and
Trademark Office (the “PTO”) and any state equivalent regulatory
agencies over U.S. hemp (including CBD and other U.S. hemp-derived
cannabinoids) products;
- the laws and regulations and any
amendments thereto relating to the U.S. hemp industry in the U.S.,
including the promulgation of regulations for the U.S. hemp
industry by the U.S. Department of Agriculture (the “USDA”) and
relevant state regulatory authorities;
- expectations related to the
Realignment and any progress, challenges and effects related
thereto as well as changes in strategy, metrics, investments,
reporting structure, costs, operating expenses, employee turnover
and other changes with respect thereto;
- the timing of our planned exit from
our facility in Stayner, Ontario and the expected costs and
benefits from the wind-down of the Stayner Facility;
- our ability to effectively
wind-down the Stayner Facility in an organized fashion and acquire
raw materials from other suppliers, including Cronos GrowCo and the
costs and timing associated therewith;
- the grant, renewal and impact of
any license or supplemental license to conduct activities with
cannabis or any amendments thereof;
- our international activities and
joint venture interests, including required regulatory approvals
and licensing, anticipated costs and timing, and expected
impact;
- our ability to successfully create
and launch brands and further create, launch and scale U.S.
hemp-derived cannabinoid consumer products and cannabis
products;
- the benefits, viability, safety,
efficacy, dosing and social acceptance of cannabis, including CBD
and other cannabinoids;
- expectations regarding the
implementation and effectiveness of key personnel changes;
- the anticipated benefits and impact
of Altria Group Inc.’s investment in the Company (the “Altria
Investment”), pursuant to a subscription agreement dated December
7, 2018;
- the potential exercise of one
warrant of the Company included as part of the Altria Investment
(the “Altria Warrant”), pre-emptive rights and/or top-up rights in
connection with the Altria Investment, including proceeds to us
that may result therefrom;
- the impact of the loss of our
ability to rely on private offering exemptions under Regulation D
of the Securities Act of 1933, as amended (the “Securities Act”);
and the loss of our status as a well-known seasoned issuer, each as
a result of our settlement with the SEC (the “SEC Order”);
- our compliance with the terms of
the SEC Order and the settlement with the Ontario Securities
Commission (the “OSC Settlement”), including complying with any
recommendations made by the independent consultant to be appointed
pursuant to the SEC Order ( the “Consultant”);
- expectations regarding the use of
proceeds of equity financings, including the proceeds from the
Altria Investment;
- the legalization of the use of
cannabis for medical or adult-use in jurisdictions outside of
Canada, the related timing and impact thereof and our intentions to
participate in such markets, if and when such use is
legalized;
- expectations regarding the
potential success of, and the costs and benefits associated with,
our joint ventures, strategic alliances and equity investments,
including the strategic partnership (the “Ginkgo Strategic
Partnership”) with Ginkgo Bioworks Holdings, Inc. (“Ginkgo”);
- our ability to execute on our
strategy and the anticipated benefits of such strategy;
- expectations of the amount or
frequency of impairment losses, including as a result of the
write-down of intangible assets, including goodwill;
- the ongoing impact of the
legalization of additional cannabis product types and forms for
adult-use in Canada, including federal, provincial, territorial and
municipal regulations pertaining thereto, the related timing and
impact thereof and our intentions to participate in such
markets;
- the future performance of our
business and operations;
- our competitive advantages and
business strategies;
- the competitive conditions of the
industry;
- the expected growth in the number
of customers using our products;
- our ability or plans to identify,
develop, commercialize or expand our technology and research and
development (“R&D”) initiatives in cannabinoids, or the success
thereof;
- expectations regarding acquisitions
and dispositions and the anticipated benefits therefrom;
- uncertainties as to our ability to
exercise our option (the “PharmaCann Option”) in PharmaCann Inc.
(“PharmaCann”), in the near term or the future, in full or in part,
including the uncertainties as to the status and future development
of federal legalization of cannabis in the U.S. and our ability to
realize the anticipated benefits of the transaction with
PharmaCann;
- expectations regarding revenues,
expenses and anticipated cash needs;
- expectations regarding cash flow,
liquidity and sources of funding;
- expectations regarding capital
expenditures;
- expectations regarding our future
production and manufacturing strategy and operations, the costs and
timing associated therewith and the receipt of applicable
production and sale licenses;
- expectations regarding our growing,
production and supply chain capacities;
- expectations regarding the
resolution of litigation and other legal and regulatory
proceedings, reviews and investigations;
- expectations with respect to future
production costs;
- expectations with respect to future
sales and distribution channels and networks;
- the expected methods to be used to
distribute and sell our products;
- the anticipated future gross
margins of our operations;
- accounting standards and
estimates;
- our ability to timely and
effectively remediate any material weaknesses in our internal
control over financial reporting; and
- expectations regarding the costs
and benefits associated with our contracts and agreements with
third parties, including under our third-party supply and
manufacturing agreements.
Certain of the Forward-Looking Statements
contained herein concerning the industries in which we conduct our
business are based on estimates prepared by us using data from
publicly available governmental sources, market research, industry
analysis and on assumptions based on data and knowledge of these
industries, which we believe to be reasonable. However, although
generally indicative of relative market positions, market shares
and performance characteristics, such data is inherently imprecise.
The industries in which we conduct our business involve risks and
uncertainties that are subject to change based on various factors,
which are described further below.
The Forward-Looking Statements contained herein
are based upon certain material assumptions that were applied in
drawing a conclusion or making a forecast or projection, including:
(i) our ability to efficiently and effectively exit the Stayner
Facility, receive the benefits of the Stayner Facility wind down
and acquire raw materials on a timely and cost-effective basis from
third parties, including Cronos GrowCo; (ii) our ability, and the
abilities of our joint ventures and our suppliers and distributors,
to effectively deal with the restrictions, limitations and health
issues presented by the COVID-19 pandemic and the ability to
continue our production, distribution and sale of our products and
customer demand for and use of our products; (iii) management’s
perceptions of historical trends, current conditions and expected
future developments; (iv) our ability to generate cash flow from
operations; (v) general economic, financial market, regulatory and
political conditions in which we operate; (vi) the production and
manufacturing capabilities and output from our facilities and our
joint ventures, strategic alliances and equity investments; (vii)
consumer interest in our products; (viii) competition; (ix)
anticipated and unanticipated costs; (x) government regulation of
our activities and products including, but not limited to, the
areas of taxation and environmental protection; (xi) the timely
receipt of any required regulatory authorizations, approvals,
consents, permits and/or licenses; (xii) our ability to obtain
qualified staff, equipment and services in a timely and
cost-efficient manner; (xiii) our ability to conduct operations in
a safe, efficient and effective manner; (xiv) our ability to
realize anticipated benefits, synergies or generate revenue,
profits or value from our acquisitions into our existing
operations; (xv) our ability to realize the expected cost-savings,
efficiencies and other benefits of our Realignment and employee
turnover related thereto; (xvi) our ability to complete planned
dispositions, and, if completed, obtain our anticipated sales
price; (xvii) our ability to exercise the PharmaCann Option and
realize the anticipated benefits of the transaction with
PharmaCann; and (xviii) other considerations that management
believes to be appropriate in the circumstances. While our
management considers these assumptions to be reasonable based on
information currently available to management, there is no
assurance that such expectations will prove to be correct.
By their nature, Forward-Looking Statements are
subject to inherent risks and uncertainties that may be general or
specific and which give rise to the possibility that expectations,
forecasts, predictions, projections or conclusions will not prove
to be accurate, that assumptions may not be correct, and that
objectives, strategic goals and priorities will not be achieved. A
variety of factors, including known and unknown risks, many of
which are beyond our control, could cause actual results to differ
materially from the Forward-Looking Statements in this Quarterly
Report and other reports we file with, or furnish to, the SEC and
other regulatory agencies and made by our directors, officers,
other employees and other persons authorized to speak on our
behalf. Such factors include, without limitation, that we may not
be able to exit the Stayner Facility in an organized fashion or
achieve the anticipated benefits of the exit or be able to access
raw materials on a timely and cost-effective basis from third
parties, including Cronos GrowCo; the risk that the COVID-19
pandemic and the military conflict between Russia and Ukraine may
disrupt our operations and those of our suppliers and distribution
channels and negatively impact the demand for and use of our
products; the risk that cost savings and any other synergies from
the Altria Investment may not be fully realized or may take longer
to realize than expected; the risk that we will not complete
planned dispositions, or, if completed, obtain our anticipated
sales price; the implementation and effectiveness of key personnel
changes; the risks that our Realignment, the closure of the Stayner
Facility and our further leveraging of our strategic partnerships
will not result in the expected cost-savings, efficiencies and
other benefits or will result in greater than anticipated turnover
in personnel; future levels of revenues; consumer demand for
cannabis and U.S. hemp products; our ability to manage disruptions
in credit markets or changes to our credit ratings; future levels
of capital, environmental or maintenance expenditures, general and
administrative and other expenses; the success or timing of
completion of ongoing or anticipated capital or maintenance
projects; business strategies, growth opportunities and expected
investment; the adequacy of our capital resources and liquidity,
including but not limited to, availability of sufficient cash flow
to execute our business plan (either within the expected timeframe
or at all); our ability to raise capital under Regulation D under
the Securities Act and to qualify as a well-known seasoned issuer;
the potential effects of judicial, regulatory or other proceedings,
or threatened litigation or proceedings, on our business, financial
condition, results of operations and cash flows; volatility in
and/or degradation of general economic, market, industry or
business conditions; compliance with applicable environmental,
economic, health and safety, energy and other policies and
regulations and in particular health concerns with respect to
vaping and the use of cannabis and U.S. hemp products in vaping
devices; the anticipated effects of actions of third parties such
as competitors, activist investors or federal (including U.S.
federal), state, provincial, territorial or local regulatory
authorities or self-regulatory organizations; changes in regulatory
requirements in relation to our business and products; legal or
regulatory obstacles that could prevent us from being able to
exercise the PharmaCann Option and thereby realizing the
anticipated benefits of the transaction with PharmaCann; dilution
of our fully-diluted ownership of PharmaCann and the loss of our
rights as a result of that dilution; our remediation of material
weaknesses in our internal control over financial reporting and the
improvement of our control environment and our systems, processes
and procedures; and the factors discussed under Part I, Item 1A
“Risk Factors” of the Annual Report. Readers are cautioned to
consider these and other factors, uncertainties and potential
events carefully and not to put undue reliance on Forward-Looking
Statements.
Forward-Looking Statements are provided for the
purposes of assisting the reader in understanding our financial
performance, financial position and cash flows as of and for
periods ended on certain dates and to present information about
management’s current expectations and plans relating to the future,
and the reader is cautioned not to place undue reliance on these
Forward-Looking Statements because of their inherent uncertainty
and to appreciate the limited purposes for which they are being
used by management. While we believe that the assumptions and
expectations reflected in the Forward-Looking Statements are
reasonable based on information currently available to management,
there is no assurance that such assumptions and expectations will
prove to have been correct. Forward-Looking Statements are made as
of the date they are made and are based on the beliefs, estimates,
expectations and opinions of management on that date. We undertake
no obligation to update or revise any Forward-Looking Statements,
whether as a result of new information, estimates or opinions,
future events or results or otherwise or to explain any material
difference between subsequent actual events and such
Forward-Looking Statements. The Forward-Looking Statements
contained in this press release and other reports we file with, or
furnish to, the SEC and other regulatory agencies and made by our
directors, officers, other employees and other persons authorized
to speak on our behalf are expressly qualified in their entirety by
these cautionary statements.
As used in this press release, “CBD” means
cannabidiol and “U.S. hemp” has the meaning given to the term
“hemp” in the U.S. Agricultural Improvement Act of 2018, including
hemp-derived CBD.
Cronos Group
Inc. |
Condensed Consolidated
Balance Sheets |
(In thousands of U.S. dollars,
except share amounts) |
|
As of September 30, 2022 |
|
As of December 31, 2021 |
Assets |
(Unaudited) |
|
(Audited) |
Current assets |
|
|
|
Cash and cash equivalents |
$ |
633,296 |
|
|
$ |
886,973 |
|
Short-term investments |
|
255,452 |
|
|
|
117,684 |
|
Accounts receivable, net |
|
19,092 |
|
|
|
22,067 |
|
Other receivables |
|
3,742 |
|
|
|
5,765 |
|
Current portion of loans receivable, net |
|
8,739 |
|
|
|
5,460 |
|
Inventory, net |
|
34,094 |
|
|
|
32,802 |
|
Prepaids and other current assets |
|
8,896 |
|
|
|
8,967 |
|
Total current assets |
|
963,311 |
|
|
|
1,079,718 |
|
Equity
method investments, net |
|
19,234 |
|
|
|
16,764 |
|
Other
investments |
|
94,557 |
|
|
|
118,392 |
|
Non-current portion of loans receivable, net |
|
72,064 |
|
|
|
80,635 |
|
Property, plant and equipment, net |
|
60,582 |
|
|
|
74,070 |
|
Right-of-use assets |
|
5,103 |
|
|
|
8,882 |
|
Goodwill |
|
1,012 |
|
|
|
1,098 |
|
Intangible assets, net |
|
21,428 |
|
|
|
18,079 |
|
Other |
|
168 |
|
|
|
100 |
|
Total assets |
$ |
1,237,459 |
|
|
$ |
1,397,738 |
|
|
|
|
|
Liabilities |
|
|
|
Current
liabilities |
|
|
|
Accounts payable |
$ |
9,989 |
|
|
$ |
11,218 |
|
Accrued liabilities |
|
25,629 |
|
|
|
26,069 |
|
Current portion of lease obligation |
|
1,900 |
|
|
|
2,278 |
|
Derivative liabilities |
|
73 |
|
|
|
14,375 |
|
Current portion due to non-controlling interests |
|
379 |
|
|
|
433 |
|
Total current liabilities |
|
37,970 |
|
|
|
54,373 |
|
Non-current portion due to non-controlling interests |
|
1,346 |
|
|
|
1,913 |
|
Non-current portion of lease obligation |
|
4,994 |
|
|
|
7,095 |
|
Deferred
income tax liability |
|
1,917 |
|
|
|
81 |
|
Total liabilities |
|
46,227 |
|
|
|
63,462 |
|
|
|
|
|
Shareholders’ equity |
|
|
|
Share capital |
|
605,229 |
|
|
|
595,497 |
|
Additional paid-in capital |
|
38,322 |
|
|
|
32,465 |
|
Retained earnings |
|
569,566 |
|
|
|
659,416 |
|
Accumulated other comprehensive income (loss) |
|
(18,980 |
) |
|
|
49,865 |
|
Total equity attributable to shareholders of Cronos Group |
|
1,194,137 |
|
|
|
1,337,243 |
|
Non-controlling interests |
|
(2,905 |
) |
|
|
(2,967 |
) |
Total shareholders’ equity |
|
1,191,232 |
|
|
|
1,334,276 |
|
Total liabilities and shareholders’ equity |
$ |
1,237,459 |
|
|
$ |
1,397,738 |
|
Cronos Group Inc. |
|
|
|
Condensed
Consolidated Statements of Net Income (Loss) and Comprehensive
Income (Loss) |
(In thousands of
U.S. dollars, except share and per share amounts, unaudited) |
|
|
Three months ended September 30, |
|
Nine months ended September 30, |
|
|
2022 |
|
|
|
2021 |
|
|
|
2022 |
|
|
|
2021 |
|
Net revenue, before excise taxes |
$ |
26,584 |
|
|
$ |
24,590 |
|
|
$ |
84,544 |
|
|
$ |
58,092 |
|
Excise taxes |
|
(5,661 |
) |
|
|
(4,183 |
) |
|
|
(15,527 |
) |
|
|
(9,452 |
) |
Net revenue |
|
20,923 |
|
|
|
20,407 |
|
|
|
69,017 |
|
|
|
48,640 |
|
Cost of sales |
|
19,766 |
|
|
|
21,137 |
|
|
|
56,814 |
|
|
|
56,156 |
|
Inventory write-down |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
11,961 |
|
Gross profit |
|
1,157 |
|
|
|
(730 |
) |
|
|
12,203 |
|
|
|
(19,477 |
) |
Operating expenses |
|
|
|
|
|
|
|
Sales and marketing |
|
5,923 |
|
|
|
10,821 |
|
|
|
16,517 |
|
|
|
34,284 |
|
Research and development |
|
2,569 |
|
|
|
6,473 |
|
|
|
10,910 |
|
|
|
16,774 |
|
General and administrative |
|
17,167 |
|
|
|
32,546 |
|
|
|
56,540 |
|
|
|
76,869 |
|
Restructuring costs |
|
524 |
|
|
|
— |
|
|
|
4,878 |
|
|
|
— |
|
Share-based compensation |
|
4,265 |
|
|
|
2,667 |
|
|
|
10,567 |
|
|
|
7,731 |
|
Depreciation and amortization |
|
1,713 |
|
|
|
1,251 |
|
|
|
4,417 |
|
|
|
3,029 |
|
Impairment loss on goodwill and indefinite-lived intangible
assets |
|
— |
|
|
|
142 |
|
|
|
— |
|
|
|
235,056 |
|
Impairment loss on long-lived assets |
|
— |
|
|
|
1,784 |
|
|
|
3,493 |
|
|
|
4,739 |
|
Total operating expenses |
|
32,161 |
|
|
|
55,684 |
|
|
|
107,322 |
|
|
|
378,482 |
|
Operating loss |
|
(31,004 |
) |
|
|
(56,414 |
) |
|
|
(95,119 |
) |
|
|
(397,959 |
) |
Other income (expense) |
|
|
|
|
|
|
|
Interest income, net |
|
7,209 |
|
|
|
2,064 |
|
|
|
13,030 |
|
|
|
6,686 |
|
Gain on revaluation of derivative liabilities |
|
375 |
|
|
|
132,916 |
|
|
|
14,204 |
|
|
|
131,290 |
|
Share of income (loss) from equity method investments |
|
(1,119 |
) |
|
|
(1,414 |
) |
|
|
4,078 |
|
|
|
(4,172 |
) |
Gain on revaluation of financial instruments |
|
17,049 |
|
|
|
266 |
|
|
|
19,205 |
|
|
|
143 |
|
Impairment loss on other investments |
|
(28,972 |
) |
|
|
— |
|
|
|
(40,210 |
) |
|
|
— |
|
Foreign currency transaction gain (loss) |
|
2,387 |
|
|
|
— |
|
|
|
(2,337 |
) |
|
|
— |
|
Other, net |
|
(693 |
) |
|
|
7 |
|
|
|
(556 |
) |
|
|
1,041 |
|
Total other income (expense) |
|
(3,764 |
) |
|
|
133,839 |
|
|
|
7,414 |
|
|
|
134,988 |
|
Income
(loss) before income taxes |
|
(34,768 |
) |
|
|
77,425 |
|
|
|
(87,705 |
) |
|
|
(262,971 |
) |
Income
tax expense (benefit) |
|
2,118 |
|
|
|
(159 |
) |
|
|
2,172 |
|
|
|
(159 |
) |
Income
(loss) from continuing operations |
|
(36,886 |
) |
|
|
77,584 |
|
|
|
(89,877 |
) |
|
|
(262,812 |
) |
Income (loss) from discontinued operations |
|
— |
|
|
|
82 |
|
|
|
— |
|
|
|
(500 |
) |
Net income (loss) |
|
(36,886 |
) |
|
|
77,666 |
|
|
|
(89,877 |
) |
|
|
(263,312 |
) |
Net
income (loss) attributable to non-controlling interest |
|
105 |
|
|
|
(250 |
) |
|
|
(27 |
) |
|
|
(842 |
) |
Net income (loss) attributable to Cronos Group |
$ |
(36,991 |
) |
|
$ |
77,916 |
|
|
$ |
(89,850 |
) |
|
$ |
(262,470 |
) |
Comprehensive income (loss) |
|
|
|
|
|
|
|
Net income (loss) |
$ |
(36,886 |
) |
|
$ |
77,666 |
|
|
$ |
(89,877 |
) |
|
$ |
(263,312 |
) |
Other comprehensive income (loss) |
|
|
|
|
|
|
|
Foreign exchange gain (loss) on translation |
|
(60,572 |
) |
|
|
(22,818 |
) |
|
|
(68,756 |
) |
|
|
6,936 |
|
Comprehensive income (loss) |
|
(97,458 |
) |
|
|
54,848 |
|
|
|
(158,633 |
) |
|
|
(256,376 |
) |
Comprehensive income (loss) attributable to non-controlling
interests |
|
201 |
|
|
|
(265 |
) |
|
|
62 |
|
|
|
167 |
|
Comprehensive income (loss) attributable to Cronos
Group |
$ |
(97,659 |
) |
|
$ |
55,113 |
|
|
$ |
(158,695 |
) |
|
$ |
(256,543 |
) |
Net income (loss) from continuing operations per
share |
|
|
|
|
|
|
|
Basic - continuing operations |
$ |
(0.10 |
) |
|
$ |
0.21 |
|
|
$ |
(0.24 |
) |
|
$ |
(0.71 |
) |
Diluted - continuing operations |
$ |
(0.10 |
) |
|
$ |
0.21 |
|
|
$ |
(0.24 |
) |
|
$ |
(0.71 |
) |
Weighted average number of outstanding shares |
|
|
|
|
|
|
|
Basic |
|
378,114,160 |
|
|
|
372,456,354 |
|
|
|
376,400,902 |
|
|
|
369,097,920 |
|
Diluted |
|
378,114,160 |
|
|
|
375,653,248 |
|
|
|
376,400,902 |
|
|
|
369,097,920 |
|
Cronos Group Inc. |
|
Condensed
Consolidated Statements of Cash Flows |
(In thousands of
U.S. dollars, except share amounts, unaudited) |
|
Nine months ended September 30, |
|
|
2022 |
|
|
|
2021 |
|
Operating
activities |
|
|
|
Net loss |
$ |
(89,877 |
) |
|
$ |
(263,312 |
) |
Adjustments to reconcile net
loss to cash used in operating activities: |
|
|
|
Share-based compensation |
|
10,567 |
|
|
|
7,731 |
|
Depreciation and amortization |
|
10,499 |
|
|
|
8,911 |
|
Impairment loss on goodwill and indefinite-lived intangible
assets |
|
— |
|
|
|
235,056 |
|
Impairment loss on long-lived assets |
|
3,493 |
|
|
|
4,739 |
|
Impairment loss on other investments |
|
40,210 |
|
|
|
— |
|
(Income) loss from investments |
|
(23,283 |
) |
|
|
4,172 |
|
Gain on revaluation of derivative liabilities |
|
(14,204 |
) |
|
|
(131,290 |
) |
Changes in expected credit losses on long-term financial
assets |
|
(577 |
) |
|
|
13,162 |
|
Foreign currency transaction loss |
|
2,337 |
|
|
|
— |
|
Other non-cash operating activities, net |
|
233 |
|
|
|
(2,831 |
) |
Changes in operating assets
and liabilities: |
|
|
|
Accounts receivable, net |
|
1,172 |
|
|
|
(5,747 |
) |
Other receivables |
|
1,716 |
|
|
|
7,431 |
|
Prepaids and other current assets |
|
(904 |
) |
|
|
1,054 |
|
Inventory |
|
(4,241 |
) |
|
|
14,335 |
|
Accounts payable and accrued liabilities |
|
(1,717 |
) |
|
|
(11,089 |
) |
Cash flows used in operating
activities |
|
(64,576 |
) |
|
|
(117,678 |
) |
Investing
activities |
|
|
|
Purchase of short-term investments |
|
(275,370 |
) |
|
|
(119,820 |
) |
Proceeds from short-term investments |
|
116,925 |
|
|
|
135,801 |
|
Purchase of other investments |
|
— |
|
|
|
(110,392 |
) |
(Advances) repayments on loan receivables |
|
2,339 |
|
|
|
(6,905 |
) |
Purchase of property, plant and equipment |
|
(3,087 |
) |
|
|
(10,651 |
) |
Purchase of intangible assets |
|
(1,177 |
) |
|
|
(1,044 |
) |
Other investing activities |
|
70 |
|
|
|
2,775 |
|
Cash flows used in investing activities |
|
(160,300 |
) |
|
|
(110,236 |
) |
Financing
activities |
|
|
|
Withholding taxes paid on share-based awards |
|
(2,208 |
) |
|
|
(13,182 |
) |
Other financing activities, net |
|
(69 |
) |
|
|
18 |
|
Cash flows used in financing activities |
|
(2,277 |
) |
|
|
(13,164 |
) |
Effect of foreign currency
translation on cash and cash equivalents |
|
(26,524 |
) |
|
|
5,622 |
|
Net change in cash and cash equivalents |
|
(253,677 |
) |
|
|
(235,456 |
) |
Cash and cash equivalents,
beginning of period |
|
886,973 |
|
|
|
1,078,023 |
|
Cash and cash equivalents, end of period |
$ |
633,296 |
|
|
$ |
842,567 |
|
Supplemental cash flow
information |
|
|
|
Interest paid |
$ |
— |
|
|
$ |
— |
|
Interest received |
|
7,734 |
|
|
|
4,025 |
|
Income taxes paid |
|
158 |
|
|
|
873 |
|
Non-GAAP Measures
Cronos reports its financial results in
accordance with Generally Accepted Accounting Principles in the
United States (“U.S. GAAP”). This press release refers to measures
not recognized under U.S. GAAP (“non-GAAP measures”). These
non-GAAP measures do not have a standardized meaning prescribed by
U.S. GAAP and are therefore unlikely to be comparable to similar
measures presented by other companies. Rather, these non-GAAP
measures are provided as a supplement to corresponding U.S. GAAP
measures to provide additional information regarding the results of
operations from management’s perspective. Accordingly, non-GAAP
measures should not be considered a substitute for, or superior to,
the financial information prepared and presented in accordance with
U.S. GAAP. All non-GAAP measures presented in this press release
are reconciled to their closest reported U.S. GAAP measure.
Reconciliations of historical adjusted financial measures to
corresponding U.S. GAAP measures are provided below.
Adjusted EBITDA
Management reviews Adjusted EBITDA, a non-GAAP
measure, which excludes non-cash items and items that do not
reflect management’s assessment of ongoing business performance of
our operating segments. Management defines Adjusted EBITDA as net
income (loss) before interest, tax expense (benefit), depreciation
and amortization adjusted for: share of income (loss) from equity
method investments; impairment loss on goodwill and intangible
assets; impairment loss on long-lived assets; (gain) loss on
revaluation of derivative liabilities; (gain) loss on revaluation
of financial instruments; transaction costs related to strategic
projects; impairment loss on other investments; foreign currency
transaction loss; other, net; loss from discontinued operations;
restructuring costs; share-based compensation; and financial
statement review costs and reserves related to the restatements of
the Company's 2019 and 2021 interim financial statements (the
"Restatements"), including the costs related to the settlement of
the SEC's and the OSC's investigation of the Restatements and legal
costs defending shareholder class action complaints brought against
the Company as a result of the 2019 restatement.
Management believes that Adjusted EBITDA
provides the most useful insight into underlying business trends
and results and provides a more meaningful comparison of
period-over-period results. Management uses Adjusted EBITDA for
planning, forecasting and evaluating business and financial
performance, including allocating resources and evaluating results
relative to employee compensation targets.
The following tables set forth a reconciliation
of Net income (loss) as determined in accordance with U.S. GAAP to
Adjusted EBITDA for the periods indicated:
(In
thousands of U.S. dollars) |
Three months ended September 30, 2022 |
|
United States |
|
Rest of World |
|
Corporate |
|
Total |
Net income (loss) |
$ |
(33,223 |
) |
|
$ |
2,817 |
|
|
$ |
(6,480 |
) |
|
$ |
(36,886 |
) |
Interest income, net |
|
(1,418 |
) |
|
|
(5,791 |
) |
|
|
— |
|
|
|
(7,209 |
) |
Income tax expense |
|
— |
|
|
|
2,118 |
|
|
|
— |
|
|
|
2,118 |
|
Share of loss from equity method investments |
|
— |
|
|
|
1,119 |
|
|
|
— |
|
|
|
1,119 |
|
Gain on revaluation of derivative liabilities(iii) |
|
— |
|
|
|
(375 |
) |
|
|
— |
|
|
|
(375 |
) |
Gain on revaluation of financial instruments(v) |
|
— |
|
|
|
(17,049 |
) |
|
|
— |
|
|
|
(17,049 |
) |
Impairment loss on other investment(vi) |
|
28,972 |
|
|
|
— |
|
|
|
— |
|
|
|
28,972 |
|
Foreign currency transaction gain |
|
— |
|
|
|
(2,387 |
) |
|
|
— |
|
|
|
(2,387 |
) |
Other, net(vii) |
|
159 |
|
|
|
534 |
|
|
|
— |
|
|
|
693 |
|
Restructuring costs(ix) |
|
137 |
|
|
|
387 |
|
|
|
— |
|
|
|
524 |
|
Share-based compensation(x) |
|
8 |
|
|
|
4,257 |
|
|
|
— |
|
|
|
4,265 |
|
Financial statement review costs(xi) |
|
— |
|
|
|
— |
|
|
|
1,070 |
|
|
|
1,070 |
|
Depreciation and amortization |
|
501 |
|
|
|
2,947 |
|
|
|
— |
|
|
|
3,448 |
|
Adjusted EBITDA |
$ |
(4,864 |
) |
|
$ |
(11,423 |
) |
|
$ |
(5,410 |
) |
|
$ |
(21,697 |
) |
(In
thousands of U.S. dollars) |
Three months ended September 30, 2021 |
|
United States |
|
Rest of World |
|
Corporate |
|
Total |
Net income (loss) |
$ |
(13,499 |
) |
|
$ |
97,198 |
|
|
$ |
(6,033 |
) |
|
$ |
77,666 |
|
Interest income, net |
|
(4 |
) |
|
|
(2,060 |
) |
|
|
— |
|
|
|
(2,064 |
) |
Income tax benefit |
|
— |
|
|
|
(159 |
) |
|
|
— |
|
|
|
(159 |
) |
Share of loss from equity method investments |
|
— |
|
|
|
1,414 |
|
|
|
— |
|
|
|
1,414 |
|
Impairment loss on goodwill and indefinite-lived intangible
assets(i) |
|
105 |
|
|
|
37 |
|
|
|
— |
|
|
|
142 |
|
Impairment loss on long-lived assets(ii) |
|
— |
|
|
|
1,784 |
|
|
|
— |
|
|
|
1,784 |
|
Gain on revaluation of derivative liabilities(iii) |
|
— |
|
|
|
(132,916 |
) |
|
|
— |
|
|
|
(132,916 |
) |
Transaction costs(iv) |
|
— |
|
|
|
— |
|
|
|
542 |
|
|
|
542 |
|
Gain on revaluation of financial instruments(v) |
|
— |
|
|
|
(266 |
) |
|
|
— |
|
|
|
(266 |
) |
Other, net(vii) |
|
— |
|
|
|
(7 |
) |
|
|
— |
|
|
|
(7 |
) |
Income from discontinued operations(viii) |
|
— |
|
|
|
(82 |
) |
|
|
— |
|
|
|
(82 |
) |
Share-based compensation(x) |
|
967 |
|
|
|
1,700 |
|
|
|
— |
|
|
|
2,667 |
|
Financial statement review costs(xi) |
|
— |
|
|
|
— |
|
|
|
678 |
|
|
|
678 |
|
Depreciation and amortization |
|
231 |
|
|
|
3,597 |
|
|
|
— |
|
|
|
3,828 |
|
Adjusted EBITDA |
$ |
(12,200 |
) |
|
$ |
(29,760 |
) |
|
$ |
(4,813 |
) |
|
$ |
(46,773 |
) |
(In
thousands of U.S. dollars) |
Nine months ended September 30, 2022 |
|
United States |
|
Rest of World |
|
Corporate |
|
Total |
Net loss |
$ |
(59,937 |
) |
|
$ |
(3,928 |
) |
|
$ |
(26,012 |
) |
|
$ |
(89,877 |
) |
Interest income, net |
|
(1,873 |
) |
|
|
(11,157 |
) |
|
|
— |
|
|
|
(13,030 |
) |
Income tax expense |
|
— |
|
|
|
2,172 |
|
|
|
— |
|
|
|
2,172 |
|
Share of income from equity method investments |
|
— |
|
|
|
(4,078 |
) |
|
|
— |
|
|
|
(4,078 |
) |
Impairment loss on long-lived assets(ii) |
|
— |
|
|
|
3,493 |
|
|
|
— |
|
|
|
3,493 |
|
Gain on revaluation of derivative liabilities(iii) |
|
— |
|
|
|
(14,204 |
) |
|
|
— |
|
|
|
(14,204 |
) |
Gain on revaluation of financial instruments(v) |
|
— |
|
|
|
(19,205 |
) |
|
|
— |
|
|
|
(19,205 |
) |
Impairment loss on other investment(vi) |
|
40,210 |
|
|
|
— |
|
|
|
— |
|
|
|
40,210 |
|
Foreign currency transaction loss |
|
— |
|
|
|
2,337 |
|
|
|
— |
|
|
|
2,337 |
|
Other, net(vii) |
|
159 |
|
|
|
397 |
|
|
|
— |
|
|
|
556 |
|
Restructuring costs(ix) |
|
1,482 |
|
|
|
3,396 |
|
|
|
— |
|
|
|
4,878 |
|
Share-based compensation(x) |
|
2,917 |
|
|
|
7,650 |
|
|
|
— |
|
|
|
10,567 |
|
Financial statement review costs(xi) |
|
— |
|
|
|
— |
|
|
|
6,286 |
|
|
|
6,286 |
|
Depreciation and amortization |
|
1,215 |
|
|
|
9,284 |
|
|
|
— |
|
|
|
10,499 |
|
Adjusted EBITDA |
$ |
(15,827 |
) |
|
$ |
(23,843 |
) |
|
$ |
(19,726 |
) |
|
$ |
(59,396 |
) |
(In
thousands of U.S. dollars) |
Nine months ended September 30, 2021 |
|
United States |
|
Rest of World |
|
Corporate |
|
Total |
Net income (loss) |
$ |
(273,438 |
) |
|
$ |
34,678 |
|
|
$ |
(24,552 |
) |
|
$ |
(263,312 |
) |
Interest income, net |
|
(27 |
) |
|
|
(6,659 |
) |
|
|
— |
|
|
|
(6,686 |
) |
Income tax benefit |
|
— |
|
|
|
(159 |
) |
|
|
— |
|
|
|
(159 |
) |
Share of loss from equity method investments |
|
— |
|
|
|
4,172 |
|
|
|
— |
|
|
|
4,172 |
|
Impairment loss on goodwill and indefinite-lived intangible
assets(i) |
|
235,019 |
|
|
|
37 |
|
|
|
— |
|
|
|
235,056 |
|
Impairment loss on long-lived assets(ii) |
|
2,955 |
|
|
|
1,784 |
|
|
|
— |
|
|
|
4,739 |
|
Gain on revaluation of derivative liabilities(iii) |
|
— |
|
|
|
(131,290 |
) |
|
|
— |
|
|
|
(131,290 |
) |
Transaction costs(iv) |
|
— |
|
|
|
— |
|
|
|
3,801 |
|
|
|
3,801 |
|
Gain on revaluation of financial instruments(v) |
|
— |
|
|
|
(143 |
) |
|
|
— |
|
|
|
(143 |
) |
Other, net(vii) |
|
— |
|
|
|
(1,041 |
) |
|
|
— |
|
|
|
(1,041 |
) |
Loss from discontinued operations(viii) |
|
— |
|
|
|
500 |
|
|
|
— |
|
|
|
500 |
|
Share-based compensation(x) |
|
2,534 |
|
|
|
5,197 |
|
|
|
— |
|
|
|
7,731 |
|
Financial statement review costs(xi) |
|
— |
|
|
|
— |
|
|
|
4,615 |
|
|
|
4,615 |
|
Depreciation and amortization |
|
536 |
|
|
|
8,375 |
|
|
|
— |
|
|
|
8,911 |
|
Adjusted EBITDA |
$ |
(32,421 |
) |
|
$ |
(84,549 |
) |
|
$ |
(16,136 |
) |
|
$ |
(133,106 |
) |
(i) |
For the three and nine months ended September 30, 2021,
impairment on goodwill and indefinite-lived intangible assets
relates to impairment on goodwill and indefinite-lived intangible
assets related to the Company’s U.S. segment. |
|
|
(ii) |
For the nine months ended September 30, 2022, impairment loss
on long-lived assets related to the Company’s decision to seek a
sublease for leased office space in Toronto, Ontario, Canada during
the first quarter of 2022. For the three months ended
September 30, 2021, impairment loss on long-lived assets
relates to an impairment on property, plant and equipment in the
U.S. segment. For the nine months ended September 30, 2021,
impairment loss on long-lived assets relates to the aforementioned
impairment loss on property, plant and equipment as well as an
impairment loss on leased premises in the U.S. segment from the
first quarter of 2021. |
|
|
(iii) |
For the three and nine months ended September 30, 2022 and
2021, gain on revaluation of derivative liabilities represents the
fair value changes on the derivative liabilities. |
|
|
(iv) |
For the three and nine months ended September 30, 2021,
transaction costs represent legal, financial and other advisory
fees and expenses incurred in connection with various strategic
investments. These costs are included in general and administrative
expenses on the condensed consolidated statements of net income
(loss) and comprehensive income (loss). |
|
|
(v) |
For the three and nine months ended September 30, 2022, gain
on revaluation of financial instruments related primarily to the
Company’s equity securities in Cronos Australia. For three and nine
months ended September 30, 2021, gain on revaluation of
financial instruments related primarily to revaluations of
financial liabilities resulting from the Company’s deferred share
units. |
|
|
(vi) |
For the nine months ended September 30, 2022, impairment loss
on other investments related to the PharmaCann Option for the
difference between its fair value and carrying amount. |
|
|
(vii) |
For the three months ended September 30, 2022, other, net
related to $1,083 loss on disposal of assets and $390 of dividends
declared by Cronos Australia on the Company’s 55,176,065 ordinary
shares in the capital of Cronos Australia. For the nine months
ended September 30, 2022, other, net related to $946 loss on
disposal of assets and $390 of dividends declared by Cronos
Australia on the Company’s 55,176,065 ordinary shares in the
capital of Cronos Australia. For the three and nine months ended
September 30, 2021, other, net primarily related to gain
recorded on sale of an asset previously designated as held-for-sale
in the first quarter of 2021. |
|
|
(viii) |
For the three and nine months ended September 30, 2021, loss
(income) from discontinued operations related to the discontinuance
of Original B.C. Ltd. |
|
|
(ix) |
For the three and nine months ended September 30, 2022,
restructuring costs related to the employee-related severance costs
and other restructuring costs associated with the Realignment,
including the planned exit of the Peace Naturals Campus. |
|
|
(x) |
For the three and nine months ended September 30, 2022 and
2021, share-based compensation related to the vesting expenses of
share-based compensation awarded to employees under the Company’s
share-based award plans. |
|
|
(xi) |
For the three and nine months ended September 30, 2022 and
2021, financial statement review costs include costs and reserves
taken related to the Restatements, costs related to the Company’s
responses to settlement of the SEC's and the OSC's investigation of
the Restatements and legal costs defending shareholder class action
complaints brought against the Company as a result of the 2019
restatement. |
Constant Currency
To supplement the consolidated financial
statements presented in accordance with U.S. GAAP, we have
presented constant currency adjusted financial measures for net
revenues, gross profit, gross profit margin, operating expenses,
net income (loss) and adjusted EBITDA for the three and nine months
ended September 30, 2022 as well as cash and cash equivalents and
short-term investment balances as of September 30, 2022 compared to
December 31, 2021, which are considered non-GAAP financial
measures. We present constant currency information to provide a
framework for assessing how our underlying operations performed
excluding the effect of foreign currency rate fluctuations. To
present this information, current and comparative prior period
income statement results in currencies other than U.S. dollars are
converted into U.S. dollars using the average exchange rates from
the three- and nine-month comparative periods in 2021 rather than
the actual average exchange rates in effect during the respective
current periods; constant currency current and prior comparative
balance sheet information is translated at the prior year-end spot
rate rather than the current period spot rate. All growth
comparisons relate to the corresponding period in 2021. We have
provided this non-GAAP financial information to aid investors in
better understanding the performance of our segments. The non-GAAP
financial measures presented in this press release should not be
considered as a substitute for, or superior to, the measures of
financial performance prepared in accordance with U.S. GAAP.
The table below sets forth certain measures of
consolidated results from continuing operations on a constant
currency basis for the three and nine months ended
September 30, 2022 compared to the three and nine months ended
September 30, 2021 as well as cash and cash equivalents and
short-term investments as of September 30, 2022 and December
31, 2021, both on an as-reported and constant currency basis (in
thousands):
|
As Reported |
|
As Adjusted for Constant Currency |
|
Three months endedSeptember 30, |
|
As Reported Change |
|
Three months
endedSeptember 30, |
|
Constant Currency Change |
|
|
2022 |
|
|
|
2021 |
|
|
$ |
|
% |
|
|
2022 |
|
|
$ |
|
% |
Net revenue |
$ |
20,923 |
|
|
$ |
20,407 |
|
|
$ |
516 |
|
|
3 |
% |
|
$ |
21,817 |
|
|
$ |
1,410 |
|
|
7 |
% |
Gross
profit |
|
1,157 |
|
|
|
(730 |
) |
|
|
1,887 |
|
|
258 |
% |
|
|
1,341 |
|
|
|
2,071 |
|
|
284 |
% |
Gross
margin |
|
6 |
% |
|
(4 |
)% |
|
N/A |
|
10 pp |
|
|
6 |
% |
|
N/A |
|
10 pp |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses |
|
32,161 |
|
|
|
55,684 |
|
|
|
(23,523 |
) |
|
(42 |
)% |
|
|
32,679 |
|
|
|
(23,005 |
) |
|
(41 |
)% |
Net
income (loss) |
|
(36,886 |
) |
|
|
77,666 |
|
|
|
(114,552 |
) |
|
(147 |
)% |
|
|
(36,547 |
) |
|
|
(114,213 |
) |
|
(147 |
)% |
Adjusted
EBITDA |
|
(21,697 |
) |
|
|
(46,773 |
) |
|
|
25,076 |
|
|
54 |
% |
|
|
(22,008 |
) |
|
|
24,765 |
|
|
53 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine months endedSeptember 30, |
|
As Reported Change |
|
Nine months endedSeptember 30, |
|
Constant Currency Change |
|
|
2022 |
|
|
|
2021 |
|
|
$ |
|
% |
|
|
2022 |
|
|
$ |
|
% |
Net
revenue |
$ |
69,017 |
|
|
$ |
48,640 |
|
|
$ |
20,377 |
|
|
42 |
% |
|
$ |
70,426 |
|
|
$ |
21,786 |
|
|
45 |
% |
Gross
profit |
|
12,203 |
|
|
|
(19,477 |
) |
|
|
31,680 |
|
|
163 |
% |
|
|
12,475 |
|
|
|
31,952 |
|
|
164 |
% |
Gross
margin |
|
18 |
% |
|
(40 |
)% |
|
N/A |
|
58 pp |
|
|
18 |
% |
|
N/A |
|
58 pp |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses |
|
107,322 |
|
|
|
378,482 |
|
|
|
(271,160 |
) |
|
(72 |
)% |
|
|
108,736 |
|
|
|
(269,746 |
) |
|
(71 |
)% |
Net
loss |
|
(89,877 |
) |
|
|
(263,312 |
) |
|
|
173,435 |
|
|
66 |
% |
|
|
(89,934 |
) |
|
|
173,378 |
|
|
66 |
% |
Adjusted
EBITDA |
|
(59,396 |
) |
|
|
(133,106 |
) |
|
|
73,710 |
|
|
55 |
% |
|
|
(59,917 |
) |
|
|
73,189 |
|
|
55 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As ofSeptember 30, |
|
As ofDecember 31, |
|
As Reported Change |
|
As ofSeptember 30, |
|
Constant Currency Change |
|
|
2022 |
|
|
|
2021 |
|
|
$ |
|
% |
|
|
2022 |
|
|
$ |
|
% |
Cash and
cash equivalents |
$ |
633,296 |
|
|
$ |
886,973 |
|
|
$ |
(253,677 |
) |
|
(29 |
)% |
|
$ |
660,084 |
|
|
$ |
(226,889 |
) |
|
(26 |
)% |
Short-term investments |
|
255,452 |
|
|
|
117,684 |
|
|
|
137,768 |
|
|
117 |
% |
|
|
277,158 |
|
|
|
159,474 |
|
|
136 |
% |
Total
cash and cash equivalents and short-term investments |
$ |
888,748 |
|
|
$ |
1,004,657 |
|
|
$ |
(115,909 |
) |
|
(12 |
)% |
|
$ |
937,242 |
|
|
$ |
(67,415 |
) |
|
(7 |
)% |
Net revenue
|
As Reported |
|
As Adjusted for Constant Currency |
|
Three months endedSeptember 30, |
|
As Reported Change |
|
Three months endedSeptember 30, |
|
Constant Currency Change |
|
|
2022 |
|
|
2021 |
|
$ |
|
% |
|
|
2022 |
|
$ |
|
% |
Cannabis flower |
$ |
13,674 |
|
$ |
15,306 |
|
$ |
(1,632 |
) |
|
(11 |
)% |
|
$ |
14,339 |
|
$ |
(967 |
) |
|
(6 |
)% |
Cannabis extracts |
|
7,141 |
|
|
4,886 |
|
|
2,255 |
|
|
46 |
% |
|
|
7,365 |
|
|
2,479 |
|
|
51 |
% |
Other |
|
108 |
|
|
215 |
|
|
(107 |
) |
|
(50 |
)% |
|
|
113 |
|
|
(102 |
) |
|
(47 |
)% |
Net revenue |
$ |
20,923 |
|
$ |
20,407 |
|
$ |
516 |
|
|
3 |
% |
|
$ |
21,817 |
|
$ |
1,410 |
|
|
7 |
% |
|
Nine months endedSeptember 30, |
|
As Reported Change |
|
Nine months endedSeptember 30, |
|
Constant Currency Change |
|
|
2022 |
|
|
2021 |
|
$ |
|
% |
|
|
2022 |
|
$ |
|
% |
Cannabis flower |
$ |
48,038 |
|
$ |
36,337 |
|
$ |
11,701 |
|
|
32 |
% |
|
$ |
49,038 |
|
$ |
12,701 |
|
|
35 |
% |
Cannabis extracts |
|
20,498 |
|
|
11,788 |
|
|
8,710 |
|
|
74 |
% |
|
|
20,895 |
|
|
9,107 |
|
|
77 |
% |
Other |
|
481 |
|
|
515 |
|
|
(34 |
) |
|
(7 |
)% |
|
|
493 |
|
|
(22 |
) |
|
(4 |
)% |
Net revenue |
$ |
69,017 |
|
$ |
48,640 |
|
$ |
20,377 |
|
|
42 |
% |
|
$ |
70,426 |
|
$ |
21,786 |
|
|
45 |
% |
|
As Reported |
|
As Adjusted for Constant Currency |
|
Three months endedSeptember 30, |
|
As Reported Change |
|
Three months endedSeptember 30, |
|
Constant Currency Change |
|
|
2022 |
|
|
2021 |
|
$ |
|
% |
|
|
2022 |
|
$ |
|
% |
Canada |
$ |
13,370 |
|
$ |
14,186 |
|
$ |
(816 |
) |
|
(6 |
)% |
|
$ |
13,868 |
|
$ |
(318 |
) |
|
(2 |
)% |
Israel |
|
7,039 |
|
|
3,752 |
|
|
3,287 |
|
|
88 |
% |
|
|
7,435 |
|
|
3,683 |
|
|
98 |
% |
United States |
|
514 |
|
|
2,100 |
|
|
(1,586 |
) |
|
(76 |
)% |
|
|
514 |
|
|
(1,586 |
) |
|
(76 |
)% |
Other
countries |
|
— |
|
|
369 |
|
|
(369 |
) |
|
(100 |
)% |
|
|
— |
|
|
(369 |
) |
|
(100 |
)% |
Net revenue |
$ |
20,923 |
|
$ |
20,407 |
|
$ |
516 |
|
|
3 |
% |
|
$ |
21,817 |
|
$ |
1,410 |
|
|
7 |
% |
|
Nine months endedSeptember 30, |
|
As Reported Change |
|
Nine months endedSeptember 30, |
|
Constant Currency Change |
|
|
2022 |
|
|
2021 |
|
$ |
|
% |
|
|
2022 |
|
$ |
|
% |
Canada |
$ |
41,335 |
|
$ |
32,432 |
|
$ |
8,903 |
|
|
27 |
% |
|
$ |
42,358 |
|
$ |
9,926 |
|
|
31 |
% |
Israel |
|
23,381 |
|
|
8,580 |
|
|
14,801 |
|
|
173 |
% |
|
|
23,767 |
|
|
15,187 |
|
|
177 |
% |
United States |
|
4,301 |
|
|
6,768 |
|
|
(2,467 |
) |
|
(36 |
)% |
|
|
4,301 |
|
|
(2,467 |
) |
|
(36 |
)% |
Other
countries |
|
— |
|
|
860 |
|
|
(860 |
) |
|
(100 |
)% |
|
|
— |
|
|
(860 |
) |
|
(100 |
)% |
Net revenue |
$ |
69,017 |
|
$ |
48,640 |
|
$ |
20,377 |
|
|
42 |
% |
|
$ |
70,426 |
|
$ |
21,786 |
|
|
45 |
% |
For the three months ended September 30,
2022, net revenue on a constant currency basis was $21.8 million,
representing a 7% increase from the three months ended
September 30, 2021. For the nine months ended
September 30, 2022, net revenue on a constant currency basis
was $70.4 million, representing a 45% increase from the nine months
ended September 30, 2021. Net revenue increased for both the
three and nine months ended September 30, 2022 on a constant
currency basis and was primarily due to higher cannabis flower
sales in the Israeli medical market and higher cannabis extract
sales in the Canadian adult-use market, partially offset by a
reduction in revenue in the U.S. segment and lower cannabis flower
sales in the Canadian adult-use market driven by an adverse
price/mix shift.
Gross profit
For the three months ended September 30,
2022, gross profit on a constant currency basis was $1.3 million,
representing a 284% increase from the three months ended
September 30, 2021. For the nine months ended
September 30, 2022, gross profit on a constant currency basis
was $12.5 million, representing a 164% increase from the nine
months ended September 30, 2021. For the three-month
comparative period, the change was primarily due to increased
revenue in the ROW segment driven mainly by sales of cannabis
flower in Israel and a favorable mix of cannabis extract products,
which carry a higher gross profit and gross margin than other
product categories, and lower cannabis biomass costs, partially
offset by lower fixed cost absorption due to the timing of
wind-down activities associated with our planned exit of the Peace
Naturals Campus and lower revenue in the U.S. segment. For the
nine-month comparative period, the change was primarily due to
increased revenue in the ROW segment driven mainly by sales of
cannabis flower in Israel and a favorable mix of cannabis extract
products, which carry a higher gross profit and gross margin than
other product categories, the absence of inventory write-downs in
the current period, and lower cannabis biomass costs, partially
offset by lower fixed cost absorption due to the timing of
wind-down activities associated with our planned exit of the Peace
Naturals Campus and lower revenue in the U.S. segment.
Operating expenses
For the three months ended September 30,
2022, operating expenses on a constant currency basis was $32.7
million, representing a 41% decrease from the three months ended
September 30, 2021. For the nine months ended
September 30, 2022, operating expenses on a constant currency
basis was $108.7 million, representing a 71% decrease from the nine
months ended September 30, 2021. On a constant currency basis,
operating expenses decreased for both the three and nine months
ended September 30, 2022 primarily due to lower advertising
and marketing spend and lower payroll-related costs in the U.S.
segment as a result of the Realignment, reduced costs associated
with the timing of Ginkgo milestones and a cancellation of
beauty-focused product development spending in the U.S. segment as
well as an expected credit loss allowance revaluation recognized in
the three- and nine-month comparative periods, partially offset by
higher restructuring costs related to the Realignment, including
the planned exit of the Peace Naturals Campus.
Net income (loss)
For the three months ended September 30,
2022, net loss on a constant currency basis was $36.5 million,
representing a 147% reduction in net income from the three months
ended September 30, 2021. For the nine months ended September 30,
2022, net loss on a constant currency basis was $89.9 million,
representing a 66% improvement from the nine months ended September
30, 2021.
Adjusted EBITDA
For the three months ended September 30,
2022, Adjusted EBITDA on a constant currency basis was $(22.0)
million, representing a 53% improvement from the three months ended
September 30, 2021. For the nine months ended
September 30, 2022, Adjusted EBITDA on a constant currency
basis was $(59.9) million, representing a 55% improvement from the
nine months ended September 30, 2021. The improvement in
Adjusted EBITDA for both the three and nine months ended
September 30, 2022 on a constant currency basis was primarily
driven by decreases in general and administrative expenses, sales
and marketing expenses, and research and development expenses as a
result of the Company's strategic Realignment and an improvement in
gross profit.
Cash and cash equivalents & short-term
investments
Cash and cash equivalents and short-term
investments on a constant currency basis decreased 7% to $937.2
million as of September 30, 2022 from $1.0 billion as of December
31, 2021. The decrease in cash and cash equivalents and short-term
investments is primarily due to cash flows used in operating
activities in 2022.
Foreign currency exchange
rates
All currency amounts in this press
release are stated in U.S. dollars (“USD”), which is
our reporting currency, unless otherwise noted. All references to
“dollars” or “$” are to USD. The assets and liabilities
of the Company's foreign operations are translated into USD at the
exchange rate in effect as of September 30, 2022,
September 30, 2021 and December 31, 2021. Transactions
affecting shareholders’ equity are translated at historical foreign
exchange rates. The consolidated statements of net income (loss)
and comprehensive income (loss) and the consolidated statements of
cash flows of the Company’s foreign operations are translated into
USD by applying the average foreign exchange rate in effect for the
reporting period using Bloomberg.
The exchange rates used to translate from USD to
Canadian dollars (“C$”) is shown below:
(Exchange rates are shown as
C$ per $) |
As of |
|
September 30, 2022 |
|
September 30, 2021 |
|
December 31, 2021 |
Quarter-to-date average
rate |
1.3053 |
|
1.2593 |
|
N/A |
Spot rate |
1.3829 |
|
1.2680 |
|
1.2746 |
Year-to-date average rate |
1.2829 |
|
1.2519 |
|
1.2541 |
For further information, please
contact:Shayne LaidlawInvestor RelationsTel: (416)
504-0004investor.relations@thecronosgroup.com
Cronos (NASDAQ:CRON)
Historical Stock Chart
From Feb 2023 to Mar 2023
Cronos (NASDAQ:CRON)
Historical Stock Chart
From Mar 2022 to Mar 2023