Item 2.02 Results of Operations and Financial Condition.
On
The information in this Item 2.02 (including Exhibit 99.1) shall not be deemed
"filed" for purposes of Section 18 of the
Item 7.01 Regulation FD Disclosure.
On
FY 2022 Summary & Comparison to FY 2021 FY 2022 FY 2021 Revenue$31.6 $26.9 Net Income/(Loss) ($28.2 ) ($2.0 ) Adjusted EBITDA* ($1.4 )$3.9 FY 2022 Highlights: · Announced twoIllinois retail license wins. (See the Company'sJuly 27, 2022 press release for further details.) · Completed acquisitions of The Reef dispensary inSeaside, California and theBody and Mind -branded dispensary nearCleveland, Ohio . · CommencedOhio processing operations to bringBody and Mind branded products to theOhio medical cannabis market.
Subsequent to the end of FY 2022:
· Closed a$3 million unsecured convertible debt financing with Bengal Capital andMindset Capital , two experienced cannabis-focused funds, and announced thatBengal Capital partnerJosh Rosen would be joining the Company's Board of Directors. · Closed a merger with CraftedPlants NJ, an entity that leases aNew Jersey retail location with local cannabis-use approval for a retail location and is currently working on attaining final state licensure inNew Jersey , with nearly all merger consideration tied to attainment of specific licensing and operational milestones. (See the Company'sDecember 22, 2022 press release for further details.) 2 Management Commentary
"As we report the highest annual revenue in BaM's history, we are excited and focused on the next stage of our development. Specifically, as we start calendar 2023, we are focused on the following priorities:
1. Augmenting Core Accounting Team: As cannabis operators first and foremost, we are intentionally spendthrift with respect to overhead expenses. In order to improve the timeliness of our financial reporting we are in the process of making modest additions to our accounting team. 2. Focus Resources on Successful Launch of New Markets: We believe that our best return on capital projects in the near to medium term are our two recently issued retail cannabis licenses inIllinois and ourNew Jersey retail project. 3. Remain Operations-Focused in Existing Markets: We believe our core operating ability, both in retail cannabis and craft cultivation, is an under-appreciated asset which we are capitalizing on by entering new markets in capital efficient ways. We also plan to continue to drive operating efficiencies in our existing, more mature markets to hone our battle-tested capabilities and to improve our cash flow generation. 4. Prudently Evaluate Complementary Opportunities: We remain open to augmenting our platform with capital efficient opportunities that map to our capabilities, particularly within our newer markets. Given the attractiveness of our current projects, we plan to stay patient and only pursue opportunities that we believe meet high return thresholds."
"I look forward to updating investors on our advances in line with these
priorities as the year progresses," stated
FY 2022 Financial Highlights:
· Revenues for FY 2022 were
revenues of
· Gross profit of
· FY 2022 net operating loss was
operating income
primarily impacted by increased business development, license
applications, new operation startup and a decrease in flower pricing in
· FY 2022 other expenses totalled
million in FY 2021. The largest component of FY 2022 other expenses were asset impairment charges related to the Company's carrying value of certain goodwill, intangible assets, and right of use assets totalling$20.5 million , including impairments of: (1)$10.0 million of all of the Company's goodwill related to previous acquisitions; (2)$7.9 million to the carrying value of a Company subsidiary'sNevada cannabis licenses; and (3)$2.3 million to the right of use assets associated with leasedMichigan property related to the Company's cancelled plans to enter theMichigan cultivation and processing market due to price compression inMichigan . 3
· FY 2022 net loss was
diluted loss per share of
attributable to the asset impairments discussed above.
· Adjusted EBITDA loss of
· Total Current Assets were
Total Current Liabilities were$6.6 million and Total Liabilities were$20.9 million atJuly 31, 2022 .
The Company had 146,636,974 common shares outstanding as of
For further details, please see the Company's recent Form 10-K filing on EDGAR at www.sec.gov/edgar/search, and the annual audited financial statements filed on SEDAR at www.sedar.com.
*Adjusted EBITDA is a Non-GAAP metric used by management that does not have any
standardized meaning prescribed by
Net Profit/Loss ($28,228,104 ) Interest Income ($72,000 ) Interest$1,372,208 Tax$2,593,165
Depreciation/Amortization
EBITDA ($22,844,215 ) EBITDA ($22,844,215 ) Gain on settlement$460,001 Loss on impairment$20,517,192 Stock-based compensation$435,266 Adjusted EBITDA ($1,431,756 )
Q1 FY2023 Financial Reporting Update
The Company anticipates filing Q1 FY2023 financials during the week of
A copy of the news release is attached as Exhibit 99.1 hereto.
The information in this Item 7.01 (including Exhibit 99.1) shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Description 99.1 News Release datedJanuary 18, 2023 . 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document) 5
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