|
(CAD, in millions)
|
Q4 2021
|
Q4 2020
|
Change
(%) |
FY 2021
|
FY 2020
|
Change
(%) |
|
Revenues
|
$20.0
|
$4.9
|
309%
|
$54.3
|
$15.9
|
242%
|
|
Gross Profit1
|
$3.8
|
$2.8
|
36%
|
$11.9
|
$8.8
|
35%
|
|
Adjusted EBITDA2
|
($8.3)
|
($2.4)
|
N/A
|
($22.0)
|
($4.9)
|
N/A
|
| • |
Completed the strategic acquisition of 51% of the rights in Oranim Pharm partnership (“Oranim Pharm”), one of the largest pharmacies selling medical cannabis in Israel and the largest pharmacy
selling medical cannabis in the Jerusalem area. The acquisition was completed following receipt of all requisite approvals, including from the Israeli Medical Cannabis Agency ("IMCA").
|
| • |
Completed the acquisition of Revoly Trading and Marketing Ltd., dba Vironna ("Vironna"). Vironna ranks among the top 10 single cannabis dispensing points in Israel and is one of the largest
pharmacies in Israel serving the rapidly growing Arab consumer segment of the medical cannabis market.
|
| • |
Completed the acquisition of R.A. Yarok Pharm Ltd. ("Pharm Yarok"), a leading medical cannabis pharmacy located in central Israel, and Rosen High Way Ltd. ("Rosen
High Way"), a trade and distribution centre with an IMC-GDP license that provides medical cannabis storage, distribution services and logistics solutions for cannabis companies and pharmacies in Israel.
|
| • |
Completed the acquisition of an IMC-GDP license for distribution of medical cannabis from Panaxia Pharmaceutical Industries Israel Ltd. and Panaxia Logistics Ltd., part of the Panaxia Labs Israel, Ltd. group of companies (collectively, "Panaxia"). As part of the transaction, IMC acquired Panaxia's trading house and in-house pharmacy activities, including Israel’s largest retail and online pharmacy business.
|
| • |
Focus Medical Herbs Ltd. (“Focus Medical”) successfully imported approximately 399 kilograms of premium, indoor-grown, Canadian dried cannabis following approval from the Ministry of Agriculture to
import to the Israeli market in Q4 2021. Subsequent to Q4 2021, the WAGNERS brand was launched in Israel.
|
| • |
Announced the anticipated 2022 launch of WAGNERS brand in the rapidly evolving German medical cannabis market.
|
| • |
Revenues were $20.0 million Q4 2021, representing an increase of 309% from Q4 2020 and 35% sequentially. Revenues in 2021 were $54.3 million, representing an increase of 242% from 2020. Total dried flower sold for the year ended December
31, 2021 was 8,410kg at an average selling price of $4.90 per gram, compared to 2,586kg for the same period in 2020 at an average selling price of $5.75 per gram, derived from the lower average selling price per gram and higher sale volumes
the Company gained from its acquisitions of Trichome and MYM.
|
| • |
Gross profit, before fair value adjustments, was $3.8 million in Q4 2021 compared to $2.8 million in Q4 2020. Gross profit, before fair value adjustments, was $11.9 million in 2021 compared to $8.8 million in 2020. Gross profit was
temporarily impacted in Q4 2021 by COVID-19 restrictions in Canada and Israel, which delayed third party manufacturing and disrupted labor and supply chains.
|
| • |
General and administrative expenses were $11.5 million in Q4 2021 compared to $4.2 million in Q4 2020. General and administrative expenses were $32.2 million in 2021 compared to $11.5 million in 2020.
|
| • |
Selling and marketing expenses were $3.8 million in Q4 2021 compared to $1.4 million in Q4 2020. Selling and marketing expenses were $8.9 million in 2021 compared to $3.8 million in 2020.
|
| • |
Adjusted EBITDA 2 was $(8.3) million in Q4 2021 compared to $(2.4) million in Q4 2020. Adjusted EBITDA was $(22.0) million in 2021 compared to $(4.9) million in 2020.
|
| • |
Net loss was $12.5 million in Q4 2021 compared to a net loss of $20.0 million in Q4 2020. Net loss was $18.5 million in 2021 compared to a net loss of $28.7 million in 2020.
|
| • |
Basic and diluted loss per share in Q4 2021 of $0.19 compared to basic and diluted loss per share of $0.13 in Q4 2020.
|
| • |
Basic and diluted loss per share in 2021 were $0.31 and $0.66, respectively, compared to basic and diluted loss per share of $0.74 in 2020.
|
| • |
Cash and cash equivalents totaled $13.9 million at December 31, 2021, compared to $8.9 million at December 31, 2020.
|
|
For the year ended
December 31,
|
For the three months ended
December 31,
|
|||||||||||||||
|
2021*
|
|
2020*
|
2021*
|
2020*
|
||||||||||||
|
Operating Loss
|
$
|
(38,389
|
)
|
$
|
(8,245
|
)
|
$
|
(11,722
|
)
|
$
|
(6,383
|
)
|
||||
|
Depreciation & Amortization
|
$
|
6,004
|
$
|
930
|
$
|
2,400
|
$
|
258
|
||||||||
|
EBITDA
|
$
|
(32,385
|
)
|
$
|
(7,315
|
)
|
$
|
(9,322
|
)
|
$
|
(6,125
|
)
|
||||
|
IFRS Biological assets fair value adjustments, net
|
$
|
1,586
|
$
|
(1,659
|
)
|
$
|
(538
|
)
|
$
|
(2,284
|
)
|
|||||
|
Share-based payments
|
$
|
7,471
|
$
|
3,382
|
$
|
2,117
|
$
|
1,251
|
||||||||
|
Non-recurring costs related to the RTO
|
-
|
-
|
-
|
-
|
||||||||||||
|
Costs related to the NASDAQ listing
|
$
|
1,296
|
$
|
175
|
$
|
35
|
$
|
175
|
||||||||
|
Other Non-recurring costs
|
-
|
$
|
520
|
$
|
(570
|
)
|
$
|
(5
|
)
|
|||||||
|
Adjusted EBITDA (Non-IFRS)1
|
$
|
(22,032
|
)
|
$
|
(4,897
|
)
|
$
|
(8,278
|
)
|
$
|
(2,420
|
)
|
||||
|
For the year ended
December 31,
|
For the three months ended
December 31, |
|||||||||||||||
|
|
2021
|
2020
|
2021
|
2020
|
||||||||||||
|
Net cash provided by (used in):
|
||||||||||||||||
|
Operating activities
|
$
|
(34,372
|
)
|
$
|
(7,919
|
)
|
$
|
4,762
|
$
|
(535
|
)
|
|||||
|
Investing activities
|
$
|
(9,012
|
)
|
$
|
(4,075
|
)
|
$
|
(7,082
|
)
|
$
|
(838
|
)
|
||||
|
Financing activities
|
$
|
48,731
|
$
|
6,740
|
$
|
2,794
|
$
|
502
|
||||||||
|
Effect of foreign exchange
|
$
|
(329
|
)
|
$
|
213
|
$
|
(3,687
|
)
|
$
|
19
|
||||||
|
Increase (Decrease) in cash
|
$
|
5,018
|
$
|
(5,041
|
)
|
$
|
(3,213
|
)
|
$
|
(852
|
)
|
|||||
|
December 31,
|
||||||||
|
2021
|
2020
|
|||||||
|
ASSETS
|
||||||||
|
CURRENT ASSETS:
|
||||||||
|
Cash and cash equivalents
|
$
|
13,903
|
$
|
8,885
|
||||
|
Restricted deposit
|
1
|
18
|
||||||
|
Trade receivables
|
16,711
|
5,501
|
||||||
|
Advances to suppliers
|
2,300
|
3,602
|
||||||
|
Other accounts receivable
|
14,481
|
689
|
||||||
|
Investments and financial instruments
|
3,129
|
-
|
||||||
|
Loans receivable
|
2,708
|
-
|
||||||
|
Biological assets
|
1,687
|
78
|
||||||
|
Inventories
|
29,391
|
8,370
|
||||||
|
84,311
|
27,143
|
|||||||
|
NON-CURRENT ASSETS:
|
||||||||
|
Property, plant and equipment, net
|
30,268
|
5,532
|
||||||
|
Investments
|
2,429
|
2,341
|
||||||
|
Derivative assets
|
14
|
-
|
||||||
|
Right-of-use assets, net
|
18,162
|
935
|
||||||
|
Deferred tax assets, net
|
16
|
769
|
||||||
|
Intangible assets, net
|
30,885
|
1,092
|
||||||
|
Goodwill
|
121,303
|
304
|
||||||
|
203,077
|
10,973
|
|||||||
|
Total assets
|
$
|
287,388
|
$
|
38,116
|
||||
|
December 31,
|
||||||||
|
2021
|
2020
|
|||||||
|
LIABILITIES AND EQUITY
|
||||||||
|
CURRENT LIABILITIES:
|
||||||||
|
Trade payables
|
$
|
13,989
|
$
|
2,605
|
||||
|
Bank loans
|
9,502
|
-
|
||||||
|
Other accounts payable and accrued expenses
|
20,143
|
3,497
|
||||||
|
Accrued purchase consideration liabilities
|
6,039
|
-
|
||||||
|
Current maturities of operating lease liabilities
|
1,554
|
167
|
||||||
|
51,227
|
6,269
|
|||||||
|
NON-CURRENT LIABILITIES:
|
||||||||
|
Warrants measured at fair value
|
6,022
|
16,540
|
||||||
|
Operating lease liabilities
|
17,820
|
823
|
||||||
|
Long-term loans
|
392
|
-
|
||||||
|
Employee benefit liabilities, net
|
391
|
371
|
||||||
|
Deferred tax liability
|
6,591
|
1,503
|
||||||
|
31,216
|
19,237
|
|||||||
|
Total liabilities
|
82,443
|
25,506
|
||||||
|
EQUITY ATTRIBUTABLE TO EQUITY HOLDERS OF THE COMPANY:
|
||||||||
|
Share capital and premium
|
237,677
|
37,040
|
||||||
|
Treasury Stock
|
(660
|
)
|
-
|
|||||
|
Translation reserve
|
2,614
|
1,229
|
||||||
|
Reserve from share-based payment transactions
|
12,348
|
5,829
|
||||||
|
Accumulated deficit
|
(50,743
|
)
|
(33,001
|
)
|
||||
|
Total equity attributable to shareholders of the Company
|
201,236
|
11,097
|
||||||
|
Non-controlling interests
|
3,709
|
1,513
|
||||||
|
Total equity
|
204,945
|
12,610
|
||||||
|
Total equity and liabilities
|
$
|
287,388
|
$
|
38,116
|
||||
|
Year ended
December 31,
|
||||||||
|
2021
|
2020
|
|||||||
|
Revenues
|
$
|
54,300
|
$
|
15,890
|
||||
|
Cost of revenues
|
42,418
|
7,081
|
||||||
|
Gross profit before fair value adjustments
|
11,882
|
8,809
|
||||||
|
Fair value adjustments:
|
||||||||
|
Unrealized change in fair value of biological assets
|
7,210
|
11,781
|
||||||
|
Realized fair value adjustments on inventory sold in the year
|
(8,796
|
)
|
(10,122
|
)
|
||||
|
Total fair value adjustments
|
(1,586
|
)
|
1,659
|
|||||
|
Gross profit after fair value adjustments
|
10,296
|
10,468
|
||||||
|
General and administrative expenses
|
32,219
|
11,549
|
||||||
|
Selling and marketing expenses
|
8,995
|
3,782
|
||||||
|
Share-based compensation
|
7,471
|
3,382
|
||||||
|
Total operating expenses
|
48,685
|
18,713
|
||||||
|
Operating loss
|
(38,389
|
)
|
(8,245
|
)
|
||||
|
Finance income
|
22,024
|
277
|
||||||
|
Finance expenses
|
(1,648
|
)
|
(20,504
|
)
|
||||
|
Finance income (expense), net
|
20,376
|
(20,227
|
)
|
|||||
|
Loss before income taxes
|
(18,013
|
)
|
(28,472
|
)
|
||||
|
Income tax expense
|
505
|
262
|
||||||
|
Net Loss
|
(18,518
|
)
|
(28,734
|
)
|
||||
|
Other comprehensive income that will not be reclassified to profit or loss in subsequent periods:
|
||||||||
|
Remeasurement gain (loss) on defined benefit plans
|
21
|
(30
|
)
|
|||||
|
Exchange differences on translation to presentation currency
|
858
|
1,144
|
||||||
|
Total other comprehensive income that will not be reclassified to profit or loss in subsequent periods
|
879
|
1,114
|
||||||
|
Other comprehensive income that will be reclassified to profit or loss in subsequent periods:
|
||||||||
|
Adjustments arising from translating financial statements of foreign operation
|
530
|
(124
|
)
|
|||||
|
Total other comprehensive income that will be reclassified to profit or loss in subsequent periods
|
530
|
(124
|
)
|
|||||
|
Total other comprehensive income
|
1,409
|
990
|
||||||
|
Total comprehensive loss
|
$
|
(17,109
|
)
|
$
|
(27,744
|
)
|
||
|
Year ended
December 31,
|
||||||||
|
2021
|
2020
|
|||||||
|
Net loss attributable to:
|
||||||||
|
Equity holders of the Company
|
$
|
(17,763
|
)
|
$
|
(28,698
|
)
|
||
|
Non-controlling interests
|
(755
|
)
|
(36
|
)
|
||||
|
$
|
(18,518
|
)
|
$
|
(28,734
|
)
|
|||
|
Total comprehensive income (loss) attributable to:
|
||||||||
|
Equity holders of the Company
|
(16,357
|
)
|
(27,808
|
)
|
||||
|
Non-controlling interests
|
(752
|
)
|
64
|
|||||
|
$
|
(17,109
|
)
|
$
|
(27,744
|
)
|
|||
|
Net loss per share attributable to equity holders of the Company:
|
||||||||
|
Basic
|
$
|
(0.31
|
)
|
$
|
(0.74
|
)
|
||
|
Diluted
|
$
|
(0.66
|
)
|
$
|
(0.74
|
)
|
||
|
Year ended
December 31,
|
||||||||
|
2021
|
2020
|
|||||||
|
Cash provided from operating activities:
|
||||||||
|
Net loss
|
$
|
(18,518
|
)
|
$
|
(28,734
|
)
|
||
|
Adjustments for non-cash items:
|
||||||||
|
Unrealized gain on changes in fair value of biological assets
|
(7,210
|
)
|
(11,781
|
)
|
||||
|
Fair value adjustment on sale of inventory
|
8,796
|
10,122
|
||||||
|
Fair value adjustment on Warrants, Investments, and Accounts Receivable
|
(21,638
|
)
|
20,155
|
|||||
|
Depreciation of property, plant and equipment
|
3,021
|
690
|
||||||
|
Amortization of intangible assets
|
1,158
|
31
|
||||||
|
Depreciation of right-of-use assets
|
1,550
|
209
|
||||||
|
Impairment of goodwill
|
275
|
-
|
||||||
|
Finance income, net
|
1,262
|
72
|
||||||
|
Deferred tax benefit
|
278
|
(66
|
)
|
|||||
|
Share-based payments expenses
|
7,471
|
3,382
|
||||||
|
Share based acquisition costs related to business combination
|
807
|
-
|
||||||
|
(4,230
|
)
|
22,814
|
||||||
|
Changes in non-cash working capital:
|
||||||||
|
Increase in trade receivables, net
|
(6,602
|
)
|
(3,534
|
)
|
||||
|
Increase in other accounts receivable and advances to suppliers
|
845
|
(1,029
|
)
|
|||||
|
Decrease in biological assets, net of fair value adjustments
|
6,412
|
11,771
|
||||||
|
Increase in inventories, net of fair value adjustments
|
(19,707
|
)
|
(12,729
|
)
|
||||
|
Increase in trade payables
|
5,573
|
2,135
|
||||||
|
Changes in employee benefit liabilities, net
|
28
|
59
|
||||||
|
Increase in other accounts payable and accrued expenses
|
2,661
|
1,929
|
||||||
|
(10,790
|
)
|
(1,398
|
)
|
|||||
|
Taxes paid
|
(834
|
)
|
(601
|
)
|
||||
|
Net cash used in operating activities
|
(34,372
|
)
|
(7,919
|
)
|
||||
|
Cash flows from investing activities:
|
||||||||
|
Purchase of property, plant and equipment
|
(4,578
|
)
|
(2,617
|
)
|
||||
|
Proceeds from loans receivable
|
7,796
|
-
|
||||||
|
Purchase of intangible assets
|
(17
|
)
|
(93
|
)
|
||||
|
Acquisition of subsidiaries
|
(12,536
|
)
|
-
|
|||||
|
Investments in associates
|
(13
|
)
|
(1,347
|
)
|
||||
|
Proceeds from sale of investment
|
319
|
-
|
||||||
|
Proceeds from (investment in) restricted deposits
|
17
|
(18
|
)
|
|||||
|
Net cash used in investing activities
|
$
|
(9,012
|
)
|
$
|
(4,075
|
)
|
||
|
Year ended
December 31,
|
||||||||
|
2021
|
2020
|
|||||||
|
Cash provided by financing activities:
|
||||||||
|
Proceeds from issuance of share capital, net of issuance costs
|
$
|
28,131
|
$
|
-
|
||||
|
Proceeds from issuance of warrants measured at fair value
|
11,222
|
-
|
||||||
|
Proceeds from exercise of warrants and compensation options
|
3,682
|
6,378
|
||||||
|
Proceeds from exercise of options
|
133
|
612
|
||||||
|
Repayment of lease liability
|
(633
|
)
|
(182
|
)
|
||||
|
Repayment of lease liability interest
|
(1,347
|
)
|
(68
|
)
|
||||
|
Proceeds from bank loan
|
7,804
|
-
|
||||||
|
Interest paid in respect of loans
|
(261
|
)
|
-
|
|||||
|
Net cash provided by financing activities
|
48,731
|
6,740
|
||||||
|
Effect of foreign exchange on cash and cash equivalents
|
(329
|
)
|
213
|
|||||
|
Increase (decrease) in cash and cash equivalents
|
5,018
|
(5,041
|
)
|
|||||
|
Cash and cash equivalents at beginning of year
|
8,885
|
13,926
|
||||||
|
Cash and cash equivalents at end of year
|
$
|
13,903
|
$
|
8,885
|
||||
|
Supplemental disclosure of non-cash activities:
|
||||||||
|
Right-of-use asset recognized with corresponding lease liability
|
$
|
1,678
|
$
|
107
|
||||
|
Conversion of warrant and compensation options into common shares
|
$
|
611
|
$
|
3,873
|
||||
| Schedule A - Acquisition of TFC: | ||||
|
The subsidiary's assets and liabilities at date of acquisition:
|
||||
|
Working capital (excluding cash and cash equivalents)
|
$
|
9,427
|
||
|
Investments
|
319
|
|||
|
Property, plant and equipment
|
15,193
|
|||
|
Right of use assets
|
15,037
|
|||
|
Lease liability
|
(15,037
|
)
|
||
|
Intangible assets
|
6,458
|
|||
|
Goodwill
|
67,269
|
|||
|
Common shares issued upon the acquisition
|
(99,028
|
)
|
||
| $ |
(362
|
)
|
||
|
Schedule B - Acquisition of Panaxia:
|
||||
|
The assets and liabilities at date of acquisition:
|
||||
|
Inventory
|
$
|
19
|
||
|
Accrued purchase consideration liability
|
(126
|
)
|
||
|
Investments
|
2,837
|
|||
|
Property, plant and equipment
|
88
|
|||
|
Intangible assets
|
776
|
|||
|
Goodwill
|
3,240
|
|||
|
$
|
6,834
|
|||
|
Schedule C - Acquisition of MYM:
|
||||
|
The subsidiary's assets and liabilities at date of acquisition:
|
||||
|
Working capital (excluding cash and cash equivalents)
|
$
|
4,471
|
||
|
Loan payables
|
(915
|
)
|
||
|
Property, plant and equipment and right of use assets
|
6,735
|
|||
|
Lease liability
|
(873
|
)
|
||
|
Deferred tax liability
|
(4,061
|
)
|
||
|
Intangible assets
|
17,200
|
|||
|
Goodwill
|
39,932
|
|||
|
Common shares issued upon the acquisition
|
(62,620
|
)
|
||
| $ |
(131
|
)
|
||
|
Schedule D - Acquisition of Pharm Yarok:
|
||||
|
The subsidiary's assets and liabilities at date of acquisition:
|
||||
|
Working capital deficit (excluding cash and cash equivalents)
|
$
|
(646
|
)
|
|
|
Accrued purchase consideration liability
|
(1,332
|
)
|
||
|
Property, plant and equipment
|
1,145
|
|||
|
Long-term loans
|
(1,042
|
)
|
||
|
Deferred tax liability
|
(224
|
)
|
||
|
Intangible assets
|
974
|
|||
|
Goodwill
|
4,294
|
|||
|
$
|
3,169
|
|||
|
Schedule E - Acquisition of Vironna:
|
||||
|
The subsidiary's assets and liabilities at date of acquisition:
|
||||
|
Working capital (excluding cash and cash equivalents)
|
$
|
44
|
||
|
Accrued purchase consideration liability
|
(1,855
|
)
|
||
|
Property, plant and equipment
|
210
|
|||
|
Deferred tax liability
|
(532
|
)
|
||
|
Intangible assets
|
2,316
|
|||
|
Goodwill
|
2,250
|
|||
|
Non-controlling interest
|
(1,026
|
)
|
||
|
$
|
1,407
|
|||
|
Schedule F - Acquisition of Oranim:
|
||||
|
The subsidiary's assets and liabilities at date of acquisition:
|
||||
|
Working capital deficit (excluding cash and cash equivalents)
|
$
|
595
|
||
|
Accrued purchase consideration liability
|
(2,726
|
)
|
||
|
Property, plant and equipment
|
389
|
|||
|
Right of use assets
|
1,312
|
|||
|
Lease liability
|
(1,312
|
)
|
||
|
Intangible assets
|
2,991
|
|||
|
Deferred tax liability
|
(688
|
)
|
||
|
Goodwill
|
2,907
|
|||
|
Non-controlling interest
|
(1,849
|
)
|
||
|
$
|
1,619
|
|||