• |
Revenues increased 169% year-over-year to $23.6 million
|
• |
Gross profit, before fair value adjustments, was $6.4 million, representing an increase of 37% from Q1 2021 and 67% sequentially
|
• |
Completed four1 strategic acquisitions in Israel, including the country’s largest retail and online pharmacy business and a trade and distribution center with an IMC-GDP license, and began centralizing operations of its newly
acquired assets
|
• |
The Company’s WAGNERS brand sold out in Israel in three weeks, reflecting strong demand for the brand and premium indoor-grown cannabis imported from its Canadian cultivation subsidiary.
|
• |
Announced new strategic imperatives designed to enhance organizational efficiency and reduce operating costs while further responding to the increased demand for premium, indoor-grown Canadian cannabis from Israeli consumers. As part of
these changes, Focus Medical Herbs Ltd. ("Focus Medical") decided to close the Sde Avraham cultivation farm in Israel that it owns and operates. Focus Medical has an exclusive commercial agreement
with IMC Holdings Ltd. (“IMC Holdings”) to distribute its production under the IMC brand. Focus Medical will complete the closure of the Sde Avraham cultivation farm during the second quarter of 2022.
|
• |
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.
|
• |
Completed the acquisition of Revoly Trading and Marketing Ltd., dba Vironna Pharm ("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 center with an IMC-GDP license that provides medical cannabis storage, distribution services and logistics solutions for cannabis companies and pharmacies in Israel.
|
• |
Acquired 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 operation, including Israel’s largest retail and online pharmacy business2.
|
• |
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.
|
• |
Revenues were $23.6 million in Q1 2022, representing an increase of 169% from Q1 2021 and 18% sequentially. Total dried flower sold for Q1 2022 was 3,035kg at an average selling price of $6.23 per gram, compared to 1,185kg for the same
period in 2021 at an average selling price of $4.94 per gram, derived mainly from the higher average selling price per gram the Company recognized through its acquired pharmacies in Israel.
|
• |
Gross profit, before fair value adjustments, was $6.4 million in Q1 2022 compared to $4.6 million in Q1 2021.
|
• |
General and administrative expenses were $9.0 million in Q1 2022 compared to $4.9 million in Q1 2021. The increase in the general and administrative expense is mainly attributable to the growing corporate activities in Israel and Canada
following the Company’s acquisitions in 2021.
|
• |
Sales and marketing expenses were $3.7 million in Q1 2022 compared to $1.2 million in Q1 2021. The increase in the sales and marketing expenses was due mainly to the Company’s increased marketing efforts in Israel, brand launch in
Germany, and increased distribution expenses relating to the growth in sales and consolidation of sales and marketing expenses of entities acquired in 2021.
|
• |
Adjusted EBITDA2 loss was $(4.5) million in Q1 2022 compared to $(1.0) million in Q1 2021.
|
• |
Net loss was $10.7 million in Q1 2022 compared to net income of $4.7 million in Q1 2021. Basic and diluted loss per share in Q1 2022 of $0.14 and $0.17, respectively, compared to basic and diluted income (loss) per share in Q1 2021 of
$0.11 and ($0.06), respectively.
|
• |
Cash and cash equivalents totaled $10.3 million at March 31, 2022, compared to $13.9 million at December 31, 2021.
|
Three months ended
|
March 31, 2022
|
March 31, 2021
|
||||||
Net Revenues
|
$
|
23,569
|
$
|
8,767
|
||||
Cost of revenues
|
$
|
17,215
|
$
|
4,140
|
||||
Gross profit before FV adjustments
|
$
|
6,354
|
$
|
4,627
|
||||
Gross margin before FV adjustments
|
27
|
%
|
53
|
%
|
For the three months
ended March 31,
|
For the year ended December 31,
|
|||||||||||
2022*
|
2021*
|
|
2021
|
|||||||||
Operating Loss
|
$
|
(11,549
|
)
|
$
|
(1,705
|
)
|
$
|
(38,389
|
)
|
|||
Depreciation & Amortization
|
$
|
1,837
|
$
|
385
|
$
|
6,004
|
||||||
EBITDA
|
$
|
(9,712
|
)
|
$
|
(1,320
|
)
|
$
|
(32,385
|
)
|
|||
IFRS Biological assets fair value adjustments, net
|
$
|
(216
|
)
|
$
|
(401
|
)
|
$
|
1,586
|
||||
Share-based payments
|
$
|
1,610
|
$
|
630
|
$
|
7,471
|
||||||
Costs related to the NASDAQ listing
|
$
|
-
|
$
|
122
|
$
|
1,296
|
||||||
Restructuring cost
|
$
|
3,747
|
$
|
-
|
$
|
-
|
||||||
Other non-recurring costs
|
$
|
67
|
$
|
-
|
$
|
-
|
||||||
Adjusted EBITDA (Non-IFRS)1
|
$
|
(4,504
|
)
|
$
|
(969
|
)
|
$
|
(22,032
|
)
|
1. |
Acquisition costs, in the amount of $13 and $1,768 for the three months ended March 31, 2022 and 2021, respectively, have not been adjusted in the above-mentioned table. Had these non-operational acquisition costs been adjusted, the
Company’s Adjusted EBITDA for the three months ended March 31, 2022 and 2021 would have been $(4,491) and $799, respectively.
|
March 31,
2022
|
December 31,
2021
|
|||||||
(Unaudited)
|
||||||||
ASSETS
|
||||||||
CURRENT ASSETS:
|
||||||||
Cash and cash equivalents
|
$
|
10,315
|
$
|
13,903
|
||||
Restricted deposit
|
-
|
1
|
||||||
Trade receivables
|
22,148
|
16,711
|
||||||
Advances to suppliers
|
5,047
|
2,300
|
||||||
Other accounts receivable
|
8,518
|
14,481
|
||||||
Loans receivable
|
2,247
|
2,708
|
||||||
Biological assets
|
2,117
|
1,687
|
||||||
Inventories
|
30,368
|
29,391
|
||||||
80,760
|
81,182
|
|||||||
NON-CURRENT ASSETS:
|
||||||||
Property, plant and equipment, net
|
26,875
|
30,268
|
||||||
Investments
|
2,467
|
2,429
|
||||||
Investments and financial instruments
|
4,141
|
3,129
|
||||||
Derivative assets
|
26
|
14
|
||||||
Right-of-use assets, net
|
16,794
|
18,162
|
||||||
Deferred tax assets
|
355
|
16
|
||||||
Intangible assets, net
|
29,436
|
30,885
|
||||||
Goodwill
|
120,214
|
121,303
|
||||||
200,308
|
206,206
|
|||||||
Total assets
|
$
|
281,068
|
$
|
287,388
|
March 31,
2022
|
December 31,
2021 |
|||||||
(Unaudited)
|
||||||||
LIABILITIES AND EQUITY
|
||||||||
CURRENT LIABILITIES:
|
||||||||
Trade payables
|
$
|
15,069
|
$
|
13,989
|
||||
Bank loans and credit facilities
|
15,526
|
9,502
|
||||||
Other accounts payable and accrued expenses
|
20,130
|
20,143
|
||||||
Accrued purchase consideration liabilities
|
2,836
|
6,039
|
||||||
Current maturities of operating lease liabilities
|
1,552
|
1,554
|
||||||
55,113
|
51,227
|
|||||||
NON-CURRENT LIABILITIES:
|
||||||||
Warrants measured at fair value
|
3,347
|
6,022
|
||||||
Operating lease liabilities
|
17,276
|
17,820
|
||||||
Long-term loans
|
378
|
392
|
||||||
Employee benefit liabilities, net
|
295
|
391
|
||||||
Deferred tax liability, net
|
6,299
|
6,591
|
||||||
27,595
|
31,216
|
|||||||
Total liabilities
|
82,708
|
82,443
|
||||||
EQUITY ATTRIBUTABLE TO EQUITY HOLDERS OF THE COMPANY:
|
||||||||
Share capital and premium
|
241,903
|
237,677
|
||||||
Treasury Stock
|
(660
|
)
|
(660
|
)
|
||||
Translation reserve
|
1,776
|
2,614
|
||||||
Reserve from share-based payment transactions
|
13,212
|
12,348
|
||||||
Accumulated deficit
|
(60,195
|
)
|
(50,743
|
)
|
||||
Total equity attributable to equity holders of the Company
|
196,036
|
201,236
|
||||||
Non-controlling interests
|
2,324
|
3,709
|
||||||
Total equity
|
198,360
|
204,945
|
||||||
Total liabilities and equity
|
$
|
281,068
|
$
|
287,388
|
Three months ended
March 31,
|
||||||||
2022
|
2021
|
|||||||
Revenues
|
$
|
23,569
|
$
|
8,767
|
||||
Cost of revenues
|
17,215
|
4,140
|
||||||
Gross profit before fair value adjustments
|
6,354
|
4,627
|
||||||
Fair value adjustments:
|
||||||||
Unrealized change in fair value of biological assets
|
1,079
|
2,343
|
||||||
Realized fair value adjustments on inventory sold in the period
|
(863
|
)
|
(1,942
|
)
|
||||
Total fair value adjustments
|
216
|
401
|
||||||
Gross profit
|
6,570
|
5,028
|
||||||
General and administrative expenses
|
9,042
|
4,913
|
||||||
Selling and marketing expenses
|
3,720
|
1,190
|
||||||
Restructuring expenses
|
3,747
|
-
|
||||||
Share-based compensation
|
1,610
|
630
|
||||||
Total operating expenses
|
18,119
|
6,733
|
||||||
Operating loss
|
(11,549
|
)
|
(1,705
|
)
|
||||
Finance income
|
2,891
|
7,226
|
||||||
Finance expense
|
(2,336
|
)
|
(303
|
)
|
||||
Finance income, net
|
555
|
6,923
|
||||||
Income (loss) before income taxes
|
(10,994
|
)
|
5,218
|
|||||
Income tax expense (benefit)
|
(253
|
)
|
503
|
|||||
Net income (loss)
|
(10,741
|
)
|
4,715
|
|||||
Other comprehensive income that will not be reclassified to profit or loss in subsequent periods:
|
||||||||
Exchange differences on translation to presentation currency
|
(1,792
|
)
|
(1,390
|
)
|
||||
Total other comprehensive income that will not be reclassified to profit or loss in subsequent periods
|
(1,792
|
)
|
(1,390
|
)
|
||||
Other comprehensive income that will be reclassified to profit or loss in subsequent periods:
|
||||||||
Adjustments arising from translating financial statements of foreign operation
|
858
|
232
|
||||||
Total other comprehensive income (loss) that will be reclassified to profit or loss in subsequent periods
|
858
|
232
|
||||||
Total other comprehensive income (loss)
|
(934
|
)
|
(1,158
|
)
|
||||
Total comprehensive income (loss)
|
$
|
(11,675
|
)
|
$
|
3,557
|
Three months ended
March 31,
|
||||||||
2022
|
2021
|
|||||||
Net income (loss) attributable to:
|
||||||||
Equity holders of the Company
|
(9,452
|
)
|
4,505
|
|||||
Non-controlling interests
|
(1,289
|
)
|
210
|
|||||
$
|
(10,741
|
)
|
$
|
4,715
|
||||
Total comprehensive income (loss) attributable to:
|
||||||||
Equity holders of the Company
|
(10,290
|
)
|
3,336
|
|||||
Non-controlling interests
|
(1,385
|
)
|
221
|
|||||
$
|
(11,675
|
)
|
$
|
3,557
|
||||
Net income (loss) per share attributable to equity holders of the Company:
|
||||||||
Basic net income (loss) per share (in CAD)
|
$
|
(0.14
|
)
|
$
|
0.11
|
|||
Diluted net income (loss) per share (in CAD)
|
$
|
(0.17
|
)
|
$
|
(0.06
|
)
|
Three months ended
March 31,
|
||||||||
2022
|
2021
|
|||||||
Cash provided by operating activities:
|
||||||||
Net income (loss) for the period
|
$
|
(10,741
|
)
|
$
|
4,715
|
|||
Adjustments for non-cash items:
|
||||||||
Unrealized gain on changes in fair value of biological assets
|
(1,079
|
)
|
(2,343
|
)
|
||||
Fair value adjustment on sale of inventory
|
863
|
1,942
|
||||||
Fair value adjustment on Warrants, investments and accounts receivable
|
(2,688
|
)
|
(7,160
|
)
|
||||
Depreciation of property, plant and equipment
|
1,038
|
256
|
||||||
Amortization of intangible assets
|
636
|
45
|
||||||
Depreciation of right-of-use assets
|
163
|
84
|
||||||
Finance expenses, net
|
2,132
|
211
|
||||||
Deferred tax liability, net
|
(542
|
)
|
211
|
|||||
Share-based payment
|
1,610
|
630
|
||||||
Share-based acquisition costs related to business combination with acquisition of subsidiary
|
-
|
989
|
||||||
Revaluation of other receivable
|
67
|
-
|
||||||
Restructuring expense
|
3,069
|
-
|
||||||
5,269
|
(5,135
|
)
|
||||||
Changes in working capital:
|
||||||||
Increase in trade receivables
|
(6,009
|
)
|
(3,682
|
)
|
||||
Decrease (increase) in other accounts receivable and advances to suppliers
|
1,892
|
(4,656
|
)
|
|||||
Decrease (increase) in biological assets, net of fair value adjustments
|
641
|
(387
|
)
|
|||||
Increase in inventories, net of fair value adjustments
|
(1,847
|
)
|
(1,007
|
)
|
||||
Increase in trade payables
|
2,377
|
3,561
|
||||||
Changes in employee benefit liabilities, net
|
(83
|
)
|
(24
|
)
|
||||
Decrease in other accounts payable and accrued expenses
|
(437
|
)
|
(1,620
|
)
|
||||
(3,466
|
)
|
(7,815
|
)
|
|||||
Taxes (paid) received
|
(505
|
)
|
444
|
|||||
Net cash used in operating activities
|
(9,443
|
)
|
(7,791
|
)
|
||||
Cash flows from investing activities:
|
||||||||
Purchase of property, plant and equipment
|
(682
|
)
|
(916
|
)
|
||||
Proceeds from loan receivable
|
350
|
-
|
||||||
Acquisition of subsidiary
|
-
|
362
|
||||||
Investment in associate
|
-
|
(12
|
)
|
|||||
Proceeds from restricted cash
|
-
|
17
|
||||||
Net cash used in investing activities
|
$
|
(332
|
)
|
$
|
(549
|
)
|
Three months ended
March 31,
|
||||||||
2022
|
2021
|
|||||||
Cash flow from financing activities:
|
||||||||
Proceeds from exercise of warrants
|
-
|
461
|
||||||
Proceeds from exercise of options
|
333
|
65
|
||||||
Repayment of lease liability
|
(371
|
)
|
(40
|
)
|
||||
Interest paid - lease liability
|
(435
|
)
|
(16
|
)
|
||||
Receipt of bank loan and credit facilities
|
6,047
|
-
|
||||||
Cash paid for interest
|
(211
|
)
|
-
|
|||||
Net cash provided by financing activities
|
5,393
|
470
|
||||||
Effect of foreign exchange on cash and cash equivalents
|
824
|
237
|
||||||
Decrease in cash and cash equivalents
|
(3,588
|
)
|
(7,633
|
)
|
||||
Cash and cash equivalents at beginning of the period
|
13,903
|
8,885
|
||||||
Cash and cash equivalents at end of the period
|
$
|
10,315
|
$
|
1,252
|
||||
Supplemental disclosure of non-cash activities:
|
||||||||
Right-of-use asset recognized with corresponding lease liability
|
$
|
169
|
$
|
81
|
||||
Issuance of shares in payment of purchase consideration liability
|
$
|
3,147
|
$
|
-
|