HEXO Corp. (TSX: HEXO; NASDAQ: HEXO) ("HEXO" or the “Company"),
a leading producer of high-quality cannabis products, today
reported its financial results for the third quarter of the 2023
fiscal year (“Q3’23”). All currency amounts are stated in Canadian
dollars unless otherwise noted.
“In the third quarter, we entered into a definitive arrangement
agreement whereby Tilray will acquire all outstanding shares of
HEXO,” said Charlie Bowman, President and Chief Executive Officer
of HEXO. “We continue to expect the transaction will be completed
by June 30, 2023.”
“HEXO recorded $21.6 million in net revenues in the third
quarter, representing an 11% decline from the second quarter,”
noted Julius Ivancsits, Chief Financial Officer of HEXO. “Our
G&A expenses, excluding Health Canada cannabis fees1, improved
by $2.6 million compared to the second quarter, while our selling,
marketing, and promotion expenses were largely flat quarter over
quarter. We recognized an adjusted EBITDA2 loss of $3.9 million,
compared to a loss of $2.4 million in the second quarter.”
Significant Financial Results
- Total net revenues decreased 11%, or $2.6 million, quarter over
quarter, and decreased 53%, or $24.0 million, compared to
Q3’22.
- Excluding Health Canada cannabis fees, the Company’s general
and administrative (“G&A”) expenses improved by $2.6 million,
or 25%, quarter over quarter. As compared to Q3’22, G&A
expenses significantly improved by $15.7 million, or 67%.
- Selling, marketing and promotion expenses (“SM&P") were
consistent quarter over quarter and improved by 48%, or $2.5
million, relative to Q3’22.
- The Company made payments of cash and non-cash consideration to
Tilray Brands Inc. with a fair market value of $26.3 million to
obtain the Waiver agreement.
- When taken as percentage of net sales, during the nine months
ended April 30, 2023, the Company’s general, administrative,
selling, marketing and promotion and research and development costs
improved by 13% when compared to the same period in fiscal
2022.
- The Company’s only material cash generating unit (“CGU”) was
impaired by $73.7 million.
- The Company’s loss from operations improved by $12.3 million,
or 9%, relative to Q3’22.
- Operating cash flows in the three and nine months ended April
30, 2023 significantly improved by $9.6 million and $77.9 million
relative to the three and nine months ended April 30, 2022,
respectively.
- The Company recognized an Adjusted EBITDA loss(*) of ($3.9
million) in Q3’23, an increased loss of $1.5 million quarter over
quarter. The Q3’23 Adjusted EBITDA is inclusive of the Company’s
Health Canada cannabis fees of $2.5 million. Relative to Q3’22
Adjusted EBITDA was significantly improved by $14.4 million.
1 G&A (or General and Administrative) expenses net of Health
Canada cannabis fees constitutes a non-IFRS measure and differs
from the presentation within the Q3’23 financial statements. See
the Operating Expenses table below for reconciliation to financial
statement presentation. 2 Adjusted EBITDA is a non-IFRS measure
with no standardized definition. See section ‘Reconciliation for
Adjusted Earnings before interests, taxes, depreciation and
amortization to total net loss before tax’ below for full the
reconciliation to the financial statement presentation of net
loss.
Key Financial Results (in thousands
of Canadian dollars)
For the three months ended
For the nine months ended
April 30,
January 31,
April 30,
April 30,
April 30,
2023
2023
2022
2023
2022
$
$
$
$
$
Revenue from sale of goods
31,727
35,268
63,590
119,879
205,101
Excise taxes
(10,534)
(11,809)
(18,021)
(39,683)
(56,808)
Net revenue from sale of goods
21,193
23,459
45,569
80,196
148,293
Service and ancillary revenue
392
702
-
1,320
225
Net revenue
21,585
24,161
45,569
81,516
148,518
Cost of goods sold
(29,075)
(26,337)
(55,179)
(90,974)
(199,463)
Gross loss before fair value
adjustments
(7,490)
(2,176)
(9,610)
(9,458)
(50,945)
Realized fair value amounts on inventory
sold
(2,846)
(5,194)
(8,903)
(28,006)
(31,629)
Unrealized gain on changes in fair value
of biological assets
982
1,394
13,238
4,778
42,763
Gross (loss)/profit
(9,354)
(5,976)
(5,275)
(32,686)
(39,811)
Operating expenses
(111,362)
(23,771)
(127,704)
(158,298)
(918,139)
Loss from operations
(120,716)
(29,747)
(132,979)
(190,984)
(957,950)
Finance income (expense), net
41
(752)
(4,964)
(2,628)
(14,552)
Non-operating income (expense), net
(8,990)
34,169
(14,759)
10,547
(33,736)
Net Income/(Loss) before tax
(129,665)
3,670
(152,702)
(183,065)
(1,006,238)
Current and deferred tax recovery
12,459
(2,948)
7,697
10,323
33,070
Net Income/(Loss)
(117,206)
722
(145,005)
(172,742)
(973,168)
Other comprehensive income
1,861
(11,784)
(1,658)
(5,723)
19,339
Total net loss and comprehensive loss
(115,345)
(11,062)
(146,663)
(178,465)
(953,829)
Net Revenue
For the three months ended
Q3’23
Q2’23
Variance
Variance
Q3’22
Variance
Variance
$
$
$
%
$
$
%
Adult-use cannabis net revenue
16,056
21,333
(5,277)
(25%)
31,125
(15,069)
(48%)
Beverage based adult-use sales
–
–
–
N/A
4,059
(4,059)
(100%)
International sales
649
(265)
914
345%
6,446
(5,797)
(90%)
Domestic medical sales
517
550
(33)
(6%)
672
(155)
(23%)
Wholesales
3,971
1,841
2,130
116%
3,267
704
(22%)
Net revenue from the sale of
goods
21,193
23,459
(2,266)
(10%)
45,569
(24,376)
(53%)
Service revenues
392
702
(310)
(44%)
–
392
N/A
Total net revenues
21,585
24,161
(2,576)
(11%)
45,569
(23,984)
(53%)
- Q3’23 total net revenue was $21.6 million, an 11% sequential
decline. The decline was, amongst other factors, driven by lower
adult-use sales in Alberta, certain supply issues and delisted
products in Quebec, as well as a lower sales focus in the smaller
markets of Saskatchewan and Manitoba. Also, as management noted in
Q2’23, $2,186 of net revenue associated with delayed shipments to
Alberta (due to severe weather) in Q1’23 had been recognized upon
its delivery. Partially offsetting the decline was the resurgence
of wholesale and international sales in the period due to the
acquisition of new clients and increased purchase orders from
existing clients.
- Due to increased competition, net sales declined 53% relative
to Q3’22 as a result of the HEXO brand’s decreased market share and
performance in the key provincial markets of Ontario, Alberta and
Québec. The Zenabis subsidiary (which was deconsolidated in Q4’22
upon loss of control), contributed $8,447 of net sales in Q3’22,
which are no longer applicable to the Company.
Cost of Goods Sold & Adjusted Gross Margin
The following table summarizes and reconciles the Company’s
gross profit line items per IFRS to the Company’s selected non-IFRS
financial measures adjusted cost of sales, gross profit/margin
before adjustments and gross profit before fair value adjustments.
Refer to the ‘Non-IFRS Measures’ section below for definitions.
For the three months ended
For the nine months ended
April 30,
January 31,
April 30,
April 30,
April 30,
2023
2023
2022
2023
2022
$
$
$
$
$
Net revenue from the sale of goods
21,193
23,459
45,569
80,196
148,294
Adjusted cost of sales
(12,167)
(12,818)
(30,722)
(46,886)
(90,987)
Gross profit before adjustments1
9,026
10,641
14,847
33,310
57,307
Gross margin before adjustments
43%
45%
33%
42%
39%
Depreciation included in COGS2
(4,642)
(4,675)
(4,814)
(14,090)
(15,756)
Write off of biological assets and
destruction costs
-
-
-
-
(2,340)
Write off of inventory
(2,425)
(817)
(1,973)
(7,642)
(7,529)
Write (down)/up of inventory to net
realizable value
(9,729)
(7,600)
(13,274)
(22,244)
(63,408)
Crystallization of fair value on business
combination accounting
-
-
(4,396)
-
(19,446)
Gross (loss)/profit before fair value
adjustments
(7,770)
(2,451)
(9,610)
(10,666)
(51,172)
Realized fair value amounts on inventory
sold
(2,846)
(5,194)
(8,903)
(28,006)
(31,629)
Unrealized gain on changes in fair value
of biological assets
982
1,394
13,238
4,778
42,764
Gross (loss)/profit
(9,634)
(6,251)
(5,275)
(33,894)
(40,037)
1 This is a supplementary financial measure. See section "Key
Operating Performance Indicators" of the MD&A for additional
details. 2 In FY23 the Company modified the definition of the
Non-IFRS metric gross profit/margin before adjustments to be net of
depreciation included COGS in order to align with managements
definition of the key metric, used in the evaluation and monitoring
of the business, as well as to better align with the Company’s
competitors defined measure.
- Total gross margin before adjustments declined to 43% in Q3’23
from 45% in Q2’23, in part due to the reduction in the wholesales
gross margin before adjustments recognized in the period. The
reduction was due to a higher sales mix of lower margin products
being sold in Q3’23, such as extraction grade flower, as well as
previously impaired flower.
- Inventory write-offs, impairments and net realizable value
adjustments were incurred due to the aging out of inventory, as
well as obsolescence and other accounting adjustments.
- Reductions to inventory write offs, impairments and net
realizable value adjustments were recognized relative to Q3’22, as
management continues to focus on aligning cultivation to demand and
mitigate the risk of aged out and unsellable stock. Additionally,
the crystallization of fair value from business combinations was
fully realized in Q4’22 and therefore did not factor into FY23
results.
- During the three months ended April 30, 2023, the unrealized
gain on changes in fair value of biological assets decreased 30%
quarter over quarter. The reduction was due to lower average
selling prices. Relative to Q3’22, the unrealized gain on changes
in fair value of biological assets decreased 93% as the result of
lower plants on hand due to the reorganization of the businesses
operations (less cultivation facilities and capacity), lower
weighted average selling prices and the change in estimated trim
value, which is now valued at $nil.
- In Q3’23, the realized fair value adjustment on inventory sold
fell by 45% quarter over quarter. This decrease was the result of
substantially lower weighted average selling prices and lower
volumes sold. The realized fair value adjustment on inventory sold
during the period decreased 68% relative to Q3’22 due to the
deconsolidation of the Zenabis subsidiary in Q4’22, lower volumes
sold and certain accounting adjustments.
Operating Expenses
For the three months ended
For the nine months ended
April 30,
January 31,
April 30,
April 30,
April 30,
2023
2022
2022
2023
2022
$
$
$
$
$
General and administration
(“G&A”)1
7,857
10,484
23,605
28,810
68,645
Selling, Marketing and promotion
(“S,M&P”)
2,812
2,678
5,366
9,595
17,958
Share-based compensation
701
301
5,769
1,961
13,610
Research and development (“R&D”)
81
166
540
569
2,985
Depreciation of property, plant and
equipment
831
839
1,579
2,454
4,776
Amortization of intangible assets
2,948
3,262
2,957
9,080
18,010
Restructuring costs
85
481
2,804
1,628
11,317
Impairment of property, plant and
equipment
54,914
408
83,171
54,711
207,103
Impairment of intangible assets
18,775
-
-
18,775
140,839
Impairment of goodwill
-
-
-
-
375,039
Impairment of Investment in joint ventures
and associates
(115)
643
-
528
26,925
Derecognition of onerous contract
-
(269)
-
(269)
-
Loss/(gain) on disposal of property, plant
and equipment
236
133
(2,935)
(141)
(2,861)
Acquisition transaction and integration
costs
19,742
4,645
1,175
28,102
30,120
Health Canada Cannabis Fees
2,495
-
3,673
2,495
3,673
Total
111,362
23,771
127,704
158,298
918,139
1 The Company has adjusted the presentation of the General and
Administrative expenses to separately present the Health Canada
Cannabis Fees for increased transparency. This presentation differs
from that of the Company’s interim financial statements for the
three and nine months ended April 30, 2023.
General and Administration Expenses by Nature
For the three months ended
For the nine months ended
April 30,
April 30,
April 30,
April 30,
2023
2022
2022
2022
$
$
$
$
General and administrative
6,209
9,172
15,043
22,081
Salaries and benefits
2,911
7,846
8,402
27,507
Professional fees
1,004
6,922
6,944
16,917
Consulting
228
3,338
916
5,813
Total
10,352
27,278
31,305
72,318
- Total operating expenses in Q3’23 increased by $87,591 from
Q2’23. The increase was driven by an impairment charge to the
Company’s only significant CGU, the Canadian operations CGU. Due to
the presence of certain indicators of impairment at April 30, 2023,
the Company performed a quantitative assessment and concluded the
CGU was impaired by $73,689. As the result of this exercise, the
Company allocated the CGUs impairment on a weighted average basis
between plant, property, and equipment and intangible assets,
amounting to $54,914 and $18,775, respectively. Also in the period,
an increase in acquisition and transaction fees was recognized due
to certain consideration paid to execute the Waiver and Amendment
Agreement with Tilray, as well as the accrual of Health Canada
Cannabis fees, which are recognized in the third quarter of every
fiscal year.
- Operating expenses in Q3’23 decreased by $16,342, or 13%,
compared to Q3’22. This was largely due to a net reduction in
impairment charges. In Q2’22, the Company recognized impairment
losses associated with the closure of its Belleville manufacturing
facility. Also contributing to the significant improvement was the
execution of managements cost savings initiatives, which
collectively reduced general, administrative, selling, marketing,
promotional and R&D expenses by $19.9 million.
Other income and losses
For the three months ended
For the nine months ended
April 30,
January 31,
April 30,
April 30,
April 30,
2023
2022
2022
2023
2022
$
$
$
$
$
Interest and financing expenses
(295)
(1,263)
(5,147)
(4,025)
(15,701)
Interest income
336
511
183
1,397
1,149
Finance income (expense), net
41
(752)
(4,964)
(2,628)
(14,552)
Revaluation of financial instruments
(loss)/gain
212
273
3,147
487
42,481
Share of loss from investment in associate
and joint ventures
(967)
43
(1,856)
(3,322)
(6,674)
Loss on convertible debt fair value
adjustments
(4,327)
31,777
(15,110)
21,179
(80,105)
Gain on sale of interest in BCI
(111)
-
-
(111)
9,127
Gain/(Loss) on investments
254
-
-
394
(576)
Foreign exchange (loss)/gain
(2,838)
3,709
(527)
(8,151)
393
Other income and losses
(1,213)
(1,633)
(413)
71
1,618
Total
(8,990)
34,169
(14,759)
10,547
(33,736)
- Finance income (expense), net improved by $0.8 million quarter
over quarter, driven by the repayment of the $40.1 million
convertible debentures on December 5, 2022, resulting in lower
quarterly interest expenses. Year over year, the improvement of
$5.0 million is driven by the principal repayment of the $40.1
million convertible debentures on December 5, 2022, and the
deconsolidation of the former subsidiary, Zenabis and its
interest-bearing note in Q4'22.
- Total non-operating expenses of $9.0 million were recognized in
Q3’23, compared to the non-operating income of $34.2 million in
Q2’23. The decrease is the result of a fair value loss being
recognized in the current period as opposed to the $31.8 million
gain on the senior secured convertible note recognized in Q2’23,
due to the relative unfavorable exchange rate and credit spread
movement quarter over quarter. Additionally, unfavourable foreign
exchange losses of $2.8 million were recorded in Q3’23 compared to
favorable gains of $3.7 million in Q2’23, primarily pertaining to
the Company’s US$ denominated senior secured convertible note and a
$6.2 million write-off for the company’s capitalized ELOC costs.
Offsetting the above was $5.0 million in other income realized from
the receipt of funds held in escrow since the acquisition of
Redecan on August 30, 2021. The funds were a part of the original
consideration to acquire the business based on preliminary working
capital figures and were ultimately mutually released by both HEXO
and seller of the Redecan and received during the period.
- Total net non-operating expenses of $14.8 million in Q3’22 was
the result of the $15.1 million unfavourable fair valuation and
amortized day 1 losses under the original senior secured
convertible notes structure and a slightly unfavourable CAD/USD
foreign exchange loss. Offsetting the previous losses was a $3.1
million gain on revaluation of warrant liabilities due to
favourable movement in the Company’s share price.
Reconciliation of Adjusted Earnings
before interests, taxes, depreciation and amortization to Total Net
Loss Before Tax (in thousands of Canadian dollars)
Q3’23
Q2’23
Q3’22
$
$
$
Total net loss before tax
(129,665)
3,670
(152,702)
Finance expense (income), net
(41)
752
4,964
Depreciation (cost of sales)
4,642
4,675
4,814
Depreciation (operating expenses)
831
839
1,579
Amortization (operating expenses)
2,948
3,262
2,957
Standard EBITDA
(121,285)
13,198
(138,388)
Investment (gains) losses
7,777
(35,802)
14,346
Non-cash fair value adjustments
1,864
3,800
61
Non-recurring expenses
19,827
5,126
3,979
Other non-cash items
87,878
11,266
101,665
Adjusted EBITDA
(3,939)
(2,412)
(18,337)
Select Balance Sheet Metrics (in
thousands of Canadian dollars)
As at
30-Apr-23
31-Jul-22
$
$
Cash & cash equivalents
20,000
83,238
Restricted funds
2,180
32,224
Trade receivables
21,116
42,999
Biological assets & inventory
39,723
82,315
Other current assets
12,702
30,871
Accounts payable & accrued
liabilities
28,015
72,581
Senior secured convertible note
178,021
210,379
Adjusted working capital1
16,421
123,730
Property, plant & equipment
205,854
285,866
Intangible assets
70,383
94,343
Assets held for sale
1,080
5,121
Total Assets
396,678
680,949
Total Liabilities
253,947
367,257
Shareholders' equity
142,731
313,692
1 A Non-IFRS measure defined as the Company’s current assets
less current liabilities net of the senior secured convertible
note. The note is classified as a current liability as the lender
possesses the ability to unilaterally convert the note to equity
and therefore does not represent a cash-based liability to the
Company within one-year of April 30, 2023. Working capital is
utilized as a key metric for management in assessing the Company’s
ability to meet its future obligations.
Liquidity Risk
During the three and nine months ended April 30, 2023, the
Company reported operating losses of $120,716 and $190,984,
respectively; cash outflows from operating activities of $23,144 in
the nine months ended April 30, 2023 and an accumulated deficit of
$2,014,326 and has yet to generate positive cashflows or earnings.
The Company had a working capital deficiency of $140,500 and held
cash and cash equivalents of $20,000 as at April 30, 2023 ($83,238
at July 31, 2022).
On April 10, 2023, the Company entered into a definitive
arrangement agreement (the “Arrangement Agreement" or the
“Arrangement”) with Tilray Brands Inc. (“Tilray”) whereby Tilray
will acquire all of the issued and outstanding common shares of the
Company subject to shareholder approval and the satisfaction of or
waiver of the closing conditions under the Arrangement Agreement
(for full transaction details see Note 13). Under the proposed
Arrangement Agreement, Tilray will acquire all of the issued and
outstanding common shares of the Company whereby each HEXO
Shareholder will receive 0.4352 of a share of Tilray common stock
in exchange for each HEXO Share implying a purchase price of
US$1.25 per HEXO Share based on the volume weighted average price
of Tilray Shares on the Nasdaq Stock Market (“Nasdaq”) for the
60-day period ended on April 5, 2023.
The Company and Tilray also entered into a letter agreement on
April 10, 2023 (the “Original Waiver and Amendment Agreement”),
which, among other things, provides for a waiver by Tilray of, and
the amendment to, certain covenants under the amended and restated
senior secured convertible note due May 2026 issued by the Company
and held by Tilray (the “Note”) to mitigate the risk of covenant
breaches by the Company until the consummation of the Arrangement
and to allow the Company to use existing cash resources to satisfy
the Company’s ongoing payment and contractual obligations and
operate its business.
The amendments to certain financial covenants were as follows;
Tilray has agreed to waive the requirement under the Note that HEXO
achieve a positive Adjusted EBITDA for the three months ending
April 30, 2023 and for subsequent quarters, and to amend the
financial covenant set out under the Note to reduce the minimum
liquidity threshold from US$20 million to US$4 million. On April
30, 2023, the Company was compliant with the amended minimum
liquidity covenant.
Subsequent to the end of the period, on June 1, 2023, the
Company and Tilray amended the Arrangement Agreement in order to
satisfy a condition precedent of a private placement of Series 1
Preferred Shares, a first tranche of which was also completed with
the issuance of US$11,500,000 in Series 1 Preferred Shares on June
1, 2023. See Note 30, Subsequent Events, of the Company’s Q3’23
interim condensed consolidated financial statements for a detailed
description of the private placement and the amendments to the
Arrangement Agreement as well as other concurrent agreements and
transactions. Upon execution of the private placement, the amended
minimum liquidity covenant was reduced from US$4 million to one US
dollar.
In the event the Arrangement is not consummated, there is a
significant probability of the Company not being able to meet its
obligations as they come due within the twelve months following
April 30, 2023 and, accordingly, there would be significant doubt
about the appropriateness of the going concern assumption and use
of accounting principles applicable to a going concern.
There can be no assurances that the Arrangement will be
consummated. If the Arrangement is not completed, the Company will
be confronted with default under one or more covenants under the
Note, either within the near term or in the next 12-month period.
As such, these circumstances create material uncertainties that
lend substantial doubt as to the ability of the Company to meet its
obligations as they come due and, accordingly, there are material
uncertainties that cast significant doubt about the appropriateness
of the going concern assumption.
About HEXO Corp.
HEXO is an award-winning licensed producer of premium products
for the global cannabis market. HEXO delivers a thoughtfully
curated portfolio of both recreational and therapeutic cannabis
products that inspire customer loyalty. HEXO’s brands include HEXO,
Redecan, Original Stash, Bake Sale and T 2.0, as well as medical
cannabis products.
HEXO’s world-class Canadian grow sites are unmatched in size,
technological advantage and yield of high-quality cannabis, driving
innovation through every step of the process. HEXO operates three
major grow sites in Ontario and Québec, including one of the
largest facilities in North America. HEXO Corp. is a publicly
traded company under the tickers (TSX: HEXO) and (NASDAQ:HEXO).
Forward-Looking Statements
This press release contains forward-looking information and
forward-looking statements within the meaning of applicable
securities laws (“Forward-Looking Statements”). Forward-Looking
Statements are based on certain expectations and assumptions and
are subject to known and unknown risks and uncertainties and other
factors that could cause actual events, results, performance and
achievements to differ materially from those anticipated in these
Forward-Looking Statements. Forward-Looking Statements should not
be read as guarantees of future performance or results. Readers are
cautioned not to place undue reliance on these Forward-Looking
Statements, which speak only as of the date of this press release.
The Company disclaims any intention or obligation, except to the
extent required by law, to update or revise any Forward-Looking
Statements as a result of new information or future events, or for
any other reason.
The preceding press release should be read in conjunction with
the management’s discussion and analysis (“MD&A”) and condensed
interim consolidated financial statements and notes thereto as at
and for the quarter ended April 30, 2023. Readers should also refer
to the section regarding “Non-IFRS Measures” in the immediately
following section of this press release. Additional information
about HEXO is available on the Company’s profile on SEDAR at
www.sedar.com and EDGAR at www.sec.gov, including the Company’s
Annual Information Form for the year ended July 31, 2022 dated
October 31, 2022.
Non-IFRS Measures
In this press release, reference is made to adjusted cost of
sales, gross profit before adjustment, profit/margin before fair
value adjustments, adjusted gross profit/margin, adjusted EBITDA,
crystallization and adjusted working capital which are not measures
of financial performance under International Financial Reporting
Standards (IFRS). These metrics and measures are not recognized
measures under IFRS, do not have meanings prescribed under IFRS,
and are unlikely to be comparable to similar measures presented by
other companies. These measures are provided as information
complementary to those IFRS measures by providing a further
understanding of our operating results from the perspective of
management. As such, these measures should not be considered in
isolation or in lieu of a review of our financial information
reported under IFRS. Definitions and reconciliations for all terms
above can be found in the Company's Management's Discussion and
Analysis for the quarter ended April 30, 2023, filed under the
Company's profile on SEDAR at www.sedar.com and EDGAR at
www.sec.gov respectively.
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