Financial Highlights for FY 2022 (all comparisons are for the year ended
- Annual revenue was
$89.5 million , down 10.8% from$100.3 million in 2021. The decrease is primarily attributed to an overall decrease in business volume from 2021. - Income from operations decreased
$8.7 million from$10.6 million in 2021 to$1.8 million in 2022. The decrease is primarily attributed to an overall decrease in business volume from 2021 paired with startup costs related to the Company’s 2022 Acquisitions at Irwin Naturals Emergence (the company acquired twelve mental health clinics in 2022) and Irwin Naturals Cannabis (intellectual property licensing to the cannabis industry).
Financial Highlights for Q4 2022 and Year to Date 2023
- Completed the acquisition of the assets of
Care Clinic, Inc. , d/b/aFlorida Mind Health Center . - Announced on a licensing agreement one of Oregon’s premier mushroom and cannabis product developers, to manufacture, sublicense and distribute Irwin Naturals THC products throughout that state.
- Announced a licensing agreement with a partner in
Oklahoma to produce and distribute Irwin Naturals THC products. - Secured a credit facility as of
February 1, 2023 with its existing commercial lender for$40 million , with the potential of being up to$60 million . - Completed the acquisition of
Serenity Health, LLC , one of the leading ketamine clinics inLouisville, KY onFebruary 17, 2023 . - Announced the successful acquisition of
Keta Media, LLC , dba Ketamine Media, the nation's foremost advertising company dedicated to raising awareness about the clinical use of ketamine, onMarch 17, 2023 .
Operational Highlights
Board of Directors
The Company also announces the election of
About
For investor-related information about the Company, please visit ir.irwinnaturals.com/
To contact the Company’s Investor Relations department, please call toll-free at (800) 883-4851 or send an email to Investors@IrwinNaturals.com.
“
________________________________
Chief Executive Officer
T: 310-306-3636
investors@irwinnaturals.com
Regulatory Overview
The following is a brief summary of regulatory matters concerning ketamine in
Most US States have enacted Controlled Substances Acts (“State CSAs”) which regulate the possession, use, sale, distribution, and manufacture of specified drugs or categories of drugs and establish penalties for State CSA violations and form the basis for much state and local drug laws enforcement activity. State CSAs have either adopted drug schedules identical or similar to the federal CSA schedules or, in some instances, have incorporated the federal scheduling mechanism. Among other requirements, some US States have established a prescription drug monitoring or review programs collect information about prescription and dispensing of controlled substances for the purposes of monitoring, analysis and education.
In
Please see Irwin’s filing statement on its SEDAR profile for more information on the regulatory environment and regulations surrounding the US THC industry.
Forward-Looking Information
This news release contains certain forward-looking statements that reflect the current views and/or expectations of management of the Company with respect to performance, business and future events. Forward-looking statements can often be identified by words such as “may”, “will”, “would”, “could”, “should”, “believes”, “estimates”, “projects”, “potential”, “expects”, “plans”, “intends”, “anticipates”, “targeted”, “continues”, “forecasts”, “designed”, “goal”, or the negative of those words or other similar or comparable words. Forward-looking statements are based on the then-current expectations, beliefs, assumptions, estimates and forecasts about the business and the industry and markets in which the Company operates. The Company does not undertake any obligation to release publicly any revisions for updating any voluntary forward-looking statements, except as required by applicable securities law.
Neither the CSE nor its Market Regulator (as that term is defined in policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.
SOURCE:
EBITDA and Adjusted EBITDA - Reconciliation
The Company defines EBITDA and Adjusted EBITDA as per the table below. It should be noted that these performance measures are not defined under IFRS and may not be comparable to similar measures used by other entities. The Company believes that these measures are useful financial metrics as they assist in determining the ability to generate cash from operations. Investors should be cautioned that EBITDA and Adjusted EBITDA should not be construed as an alternative to net earnings or cash flows as determined under IFRS. The reconciling items between net earnings, EBITDA, and Adjusted EBITDA are as follows:
Years Ended | |||||||||||||
(in thousands) | |||||||||||||
2022 | 2021 | $ Change | % Change | ||||||||||
Combined Statement of Profit | |||||||||||||
Net (loss) income | $ | (2,520 | ) | $ | 10,114 | $ | (12,634 | ) | (100.0+ | ) | |||
Interest expense, net | 767 | 131 | 636 | 100.0+ | |||||||||
Income taxes (recovery) | 1,550 | (2,186 | ) | 3,736 | (100.0+ | ) | |||||||
Depreciation and amortization | 1,806 | 1,428 | 378 | 26.5 | |||||||||
EBITDA | 1,603 | 9,487 | (7,884 | ) | (83.1 | ) | |||||||
Foreign currency translation adjustments | 12 | (11 | ) | 23 | 100.0+ | ||||||||
Listing expense | 500 | 2,512 | (2,012 | ) | (80.1 | ) | |||||||
Gain on contingent consideration | (1,198 | ) | — | (1,198 | ) | (100.0 | ) | ||||||
Intangible assets impairment | 261 | — | 261 | 100.0 | |||||||||
2,479 | — | 2,479 | 100.0 | ||||||||||
Adjusted EBITDA | $ | 3,657 | $ | 11,988 | $ | (8,331 | ) | (69.5 | ) | ||||
Combined Consolidated Statements of Financial Position | |||||||||
As of | |||||||||
(Expressed in US Dollars, rounded in thousands except share data) | |||||||||
ASSETS | |||||||||
Current assets: | |||||||||
Cash | $ | 800 | $ | 625 | |||||
Trade receivables, net | 21,311 | 16,394 | |||||||
Inventory | 22,506 | 18,652 | |||||||
Prepaid expenses and other current assets | 2,932 | 1,470 | |||||||
Total current assets | 47,549 | 37,141 | |||||||
Non-current assets: | |||||||||
Property and equipment, net | 271 | 190 | |||||||
Right-of-use assets | 4,194 | 3,722 | |||||||
Notes receivable from shareholders | 6,014 | 3,264 | |||||||
Notes receivable from related parties | 255 | — | |||||||
10,215 | — | ||||||||
Intangible assets | 7,677 | 87 | |||||||
Deferred tax asset | 2,367 | 2,650 | |||||||
Other non-current assets | 259 | 165 | |||||||
Total non-current assets | 31,252 | 10,078 | |||||||
TOTAL ASSETS | $ | 78,801 | $ | 47,219 | |||||
LIABILITIES AND EQUITY | |||||||||
Current liabilities: | |||||||||
Trade and other payables | $ | 17,997 | $ | 13,310 | |||||
Reserve for returns | 2,036 | 814 | |||||||
Lease liabilities, current | 1,817 | 1,366 | |||||||
Line of credit | 16,448 | 6,178 | |||||||
Notes payable, current | 36 | — | |||||||
Total current liabilities | 38,334 | 21,668 | |||||||
Non-current liabilities: | |||||||||
Lease liabilities, non-current | 2,529 | 2,434 | |||||||
Notes payable, non-current | 498 | — | |||||||
Contingent consideration | 6,154 | — | |||||||
Deferred tax liability | 983 | 1 | |||||||
Total non-current liabilities | 10,164 | 2,435 | |||||||
TOTAL LIABILTIES | 48,498 | 24,103 | |||||||
Equity: | |||||||||
Class B Non-Voting Shares, 320,000,000 shares authorized, issued and outstanding | 13,750 | 13,750 | |||||||
Subordinate Voting Shares, 2,986,347 shares authorized, issued and outstanding | 7,068 | 3,000 | |||||||
Multiple Voting Shares, 18,240 shares authorized, issued and outstanding | 59 | 59 | |||||||
Proportionate Voting Shares, 2,085,200 shares authorized, issued and outstanding | 5,610 | — | |||||||
Warrants reserve | 30 | — | |||||||
Accumulated other comprehensive income | 3 | (9 | ) | ||||||
Retained (deficit) earnings | (3,324 | ) | 681 | ||||||
Total controlling interest | 23,196 | 17,481 | |||||||
Noncontrolling interest | 7,107 | 5,635 | |||||||
TOTAL EQUITY | 30,303 | 23,116 | |||||||
TOTAL LIABILTIES AND EQUITY | $ | 78,801 | $ | 47,219 | |||||
Combined Consolidated Statements of Profit and Comprehensive Income | ||||||||
For the Years Ended | ||||||||
(Expressed in US Dollars, rounded in thousands except share data) | ||||||||
For the years ended | ||||||||
2022 | 2021 | |||||||
Operating revenue | $ | 89,470 | $ | 100,342 | ||||
Cost of sales | (48,726 | ) | (55,648 | ) | ||||
Gross profit | 40,744 | 44,694 | ||||||
Selling, general and administrative expenses | 38,904 | 34,124 | ||||||
Income from operations | 1,840 | 10,570 | ||||||
Other (income) expenses: | ||||||||
Interest expense, net | 767 | 131 | ||||||
Listing expense | 500 | 2,512 | ||||||
Loss (gain) on foreign currency exchange | 1 | (1 | ) | |||||
Gain on contingent consideration | (1,198 | ) | — | |||||
2,479 | — | |||||||
Intangible assets impairment | 261 | — | ||||||
Total other (income) expenses | 2,810 | 2,642 | ||||||
Net (loss) income before income taxes | (970 | ) | 7,928 | |||||
Income tax expense (recovery) | 1,550 | (2,186 | ) | |||||
Net (loss) income | (2,520 | ) | 10,114 | |||||
Less: net income attributable to non-controlling interest | 1,472 | 1,499 | ||||||
Net (loss) income attributable to controlling interest | $ | (3,992 | ) | $ | 8,615 | |||
Comprehensive (Loss) Income | ||||||||
Net (loss) income | $ | (2,520 | ) | $ | 10,114 | |||
Foreign currency translation adjustments | 12 | (11 | ) | |||||
Total comprehensive (loss) income | (2,508 | ) | 10,103 | |||||
Less: net income attributable to non-controlling interest | 1,472 | 1,501 | ||||||
Comprehensive (loss) income attributable to controlling interest | $ | (3,980 | ) | $ | 8,602 | |||
(Loss) earnings per share, controlling interest – basic | $ | (2.79 | ) | $ | 7.18 | |||
(Loss) earnings per share, controlling interest – diluted | $ | (2.79 | ) | $ | 0.03 | |||
Weighted average number of shares outstanding – basic | 1,431,319 | 1,200,001 | ||||||
Weighted average number of shares outstanding – diluted | 1,431,319 | 321,218,241 | ||||||
Combined Consolidated Statements of Cash Flows | |||||||
For the Years Ended | |||||||
(Expressed US Dollars, rounded in thousands) | |||||||
For the years ended | |||||||
2022 | 2021 | ||||||
Net (loss) income | $ | (2,520 | ) | $ | 10,114 | ||
Adjustments to reconcile to net cash (used in) provided by operating activities: | |||||||
Depreciation and amortization | 1,806 | 1,428 | |||||
Gain on contingent consideration | (1,198 | ) | — | ||||
2,479 | — | ||||||
Intangible assets impairment | 261 | — | |||||
Change in warrants reserve | 30 | — | |||||
Change in allowance for doubtful accounts | (12 | ) | — | ||||
Change in inventory reserve | (4,349 | ) | (297 | ) | |||
Change in deferred tax asset | 1,265 | (2,650 | ) | ||||
Non-cash share capital from share-based payment transaction | — | 3,058 | |||||
Notes receivable from shareholder | (2,700 | ) | — | ||||
Notes receivable from related parties | (255 | ) | — | ||||
Interest expense, net | 85 | 132 | |||||
Income taxes expense (recovery) | — | (2,186 | ) | ||||
Changes to working capital: | |||||||
Trade receivables | (4,804 | ) | 820 | ||||
Inventory | 495 | (3,777 | ) | ||||
Prepaids expenses and other current assets | (1,391 | ) | 187 | ||||
Trade and other payables | 3,296 | 3,728 | |||||
Reserve for returns | 1,221 | 427 | |||||
Other non-current assets | (75 | ) | (29 | ) | |||
Net cash (used in) provided by operating activities | (6,366 | ) | 10,955 | ||||
Cash flows from investing activities: | |||||||
Purchases of investments | — | (1 | ) | ||||
Purchases of property and equipment | (147 | ) | (51 | ) | |||
Business acquisitions, net of cash acquired | (778 | ) | — | ||||
Net cash used in investing activities | (925 | ) | (52 | ) | |||
Cash flows from financing activities: | |||||||
Proceeds from line of credit | 94,590 | 34,860 | |||||
Payments to line of credit | (84,212 | ) | (36,183 | ) | |||
Payments of debt issuance costs | (104 | ) | — | ||||
Distributions to shareholders | — | (8,059 | ) | ||||
Payments on operating leases | (1,666 | ) | (1,327 | ) | |||
Debt repaid after acquisition | (1,098 | ) | — | ||||
Purchase of treasury stock | (56 | ) | — | ||||
Net cash provided by (used in) financing activities | 7,454 | (10,709 | ) | ||||
Effect of foreign exchange on cash | 12 | (11 | ) | ||||
Net increase in cash | 175 | 183 | |||||
Cash at beginning of the year | 625 | 442 | |||||
Cash at end of the year | $ | 800 | $ | 625 |
Source:
2023 GlobeNewswire, Inc., source