HEXO Reports Second Quarter 2022 Results, Embarks on Transformative Plan
HEXO Corp reported significant progress on its capital structure, focusing on strengthening its balance sheet and operational efficiencies. The company announced a proposed strategic alliance with Tilray, aiming for $50 million in cost synergies. Key financial highlights include a 61% increase in net revenues to $52.8 million in Q2 2022 and improved adjusted EBITDA. However, HEXO also recognized $616 million in impairment losses. The "Path Forward" plan anticipates generating $172.5 million in incremental cash flow over two fiscal years, while a restructuring of senior secured convertible notes is underway.
- 61% increase in total net revenues to $52.8 million in Q2 2022.
- Adjusted EBITDA improved to $(5.6) million, up from $(11.2) million.
- Proposed strategic alliance with Tilray expected to provide $50 million in cost synergies.
- Plans to generate $172.5 million in incremental cash flow over fiscal 2022 and 2023.
- Refreshed Board with six independent directors.
- Recognized $616 million in impairment losses, significantly impacting financials.
- Not in compliance with positive Adjusted EBITDA covenant, leading to a net fair value loss of $56 million.
- Event of default under senior secured convertible notes due to Adjusted EBITDA covenant breach.
Company makes significant progress on capital structure and strengthening balance sheet.
This news release constitutes a “designated news release” for the purposes of the Company’s prospectus supplement dates May 11, 2021, to its short form base shelf prospectus dated May 7, 2021, and amended and restated on May 25, 2021.
- Senior Secured Convertible Note expected to be restructured via proposed strategic alliance with Tilray, providing the Company with financial and operating flexibility and up to
$50 million of combined cost synergies, while preserving value for HEXO shareholders. - New Management revises forecasts, market demand, production capacity, and opportunities for efficiencies and recognizes a
$616 million in impairment losses;- Executing multiple initiatives to optimize go-forward asset base and align with operational needs.
- Meaningful progress made on the Company’s strategic plan, The Path Forward, leading to expected operational improvements and projecting to generate incremental cash flow of
$37.5 million in Fiscal 2022 and an additional$135 million of cash flow in Fiscal 2023;- Cultivation realignment with supply and manufacturing execution continued to improve over the course of the quarter.
- Substantial increase in financial flexibility and liquidity with proposed agreements to unlock US
$80 million of restricted cash and establish a three-year C$180 million equity backstop. - Refreshed Board of Directors, with Board now comprised of seven Directors, six of whom are independent.
- Mark Attanasio is the Chair of the HEXO board and was also appointed Executive Chair on March 16, 2022. Health Canada’s security clearance process for key personnel is currently underway.
GATINEAU, Quebec, March 18, 2022 (GLOBE NEWSWIRE) -- 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 fiscal quarter ended January 31, 2022 (Q2’22). The quarter was focused on realigning its balance sheet to position HEXO for growth and consequently included significant impairments. All amounts are expressed in Canadian dollars unless otherwise noted.
Q2 2022 Key Financial Highlights
- Total net revenues of
$52.8 million hit second consecutive quarterly high, a61% increase compared to Q2’21 - Adjusted gross margin improvement quarter over quarter from
25% to36% - Adjusted EBITDA increased by
$5.6 million from$(11.2) million to$(5.6) million - Completes write-down of
$616 million in impairments, eliminating past issues and enabling a clean slate for future growth:$100 million of impairment losses on property, plant and equipment as management performed an assessment of its new and existing consolidated production capability and asset base$141 million of impairment of intangible assets and$375 million of impairment on goodwill as management underwent a revision of forecasts and budgets to align to the Path Forward and the Company’s consolidated capabilities across all subsidiaries
- As of the end of its second quarter, the Company was not in compliance with the positive Adjusted EBITDA covenant set forth in the Senior Convertible Note (“Secured Note”) which has a fair value of
115% of the outstanding principal amount under the Secured Note, resulting in a net fair value loss of$56 million . Subsequent to quarter end, the Noteholder irrevocably waived, on a temporary basis, any rights in relation to the breach of that covenant of the Company. - HEXO’s financial condition is positioned to be significantly strengthened by the proposed restructuring of the debt, allowing for access to up to approximately
$282M in cash:$102M in unrestricted cash$180M through an equity backstop commitment from KAOS Capital and partners
- Achieved international sales growth of
36% from Q1’22 and312% from Q2’21, including the international sales from Zenabis – comprising54% of the quarter’s net sales – which grew91% quarter-over-quarter.
“Since joining HEXO in November, my top priority has been to clean up a very challenged balance sheet as a result of the Secured Note that was previously put in place,” said Scott Cooper, President & CEO of HEXO. “We’re now on the path to establishing a strong foundation that we expect will, once finalized, enable us to become a cash flow positive business within the next four quarters, along with continuing to grow our significant market share.”
“This has been a transformational quarter for the Company and we’re very pleased with the progress we’ve made on a number of fronts,” said Mark Attanasio, Chair of the Board and Executive Chair of HEXO. “We’ve finalized terms of a number of proposed agreements, including the recently announced strategic investment from Tilray, that will, once finalized, restructure the more onerous repayment and liquidity terms of the Secured Note. We expect this much improved structure will allow us to accelerate our growth path and unlock the full potential of the organization.”
Update on The Path Forward
The “Path Forward” is a strategic plan that utilizes HEXO’s current assets and capabilities to drive accelerated organic growth, build market share and become operationally cash flow positive within the next four quarters1.
The Path Forward includes five priorities:
- Continue to reduce manufacturing and production costs
- Streamline and simplify the organizational structure
- Realize cost synergies from acquisitions and recent plant closures
- Focus on revenue management, including more disciplined pricing
- Accelerate growth through organic market share gains and capture missed revenue opportunities
This plan is underpinned by specific actions to fortify the balance sheet, strengthen the leadership team and enhance corporate governance, which are on track for execution.
The plan is expected to generate incremental run-rate cash flow of
Reduce Manufacturing and Production Costs
The Company expects to reduce manufacturing and production costs by leveraging existing capabilities across facilities. The Company is actively applying best practices and learnings from its highest-margin categories and top facilities across its entire operations, to improve and optimize productivity.
The Company has identified approximately
Streamline and Simplify the Organizational Structure
The Company expects to streamline and simplify its organizational structure and more closely align operating costs with its size. These cost reductions will be achieved through a combination of reduced reliance on outside consultants, streamlining the organization as a new IT platform is implemented, right-sizing the organization, and realizing the synergistic benefits of the recent acquisitions. These initiatives are expected to represent a
Part of these initiatives is the reduction of 180 positions subsequent to second quarter end, resulting in savings of approximately
Cost Synergies
The Company expects to continue to deliver on synergies as a result of its recent acquisitions.
Revenue Management
HEXO will focus on revenue management, including more disciplined pricing across our entire range. By leveraging its brand continuum, HEXO is able to differentiate itself across features and price, balancing its approach to both volume and profit.
Accelerate Organic Growth
To increase revenue, the Company plans to accelerate growth through organic market share gains and capture revenue opportunities through enhanced demand planning. For example, in the past, the Company was able to satisfy only
Proposed Sale of Amended Senior Secured Convertible Notes to Tilray Brands and
On March 3, 2022, the Company announced a proposed strategic partnership agreement with Tilray Brands, in which Tilray would acquire the outstanding principal amount of senior secured convertible notes (the “Senior Notes”) that were originally issued by HEXO (the “Transaction”) to HT Investments MA LLC (“HTI”).
This proposed strategic alliance between HEXO and Tilray Brands, if successfully completed, would provide several financial and strategic benefits to HEXO, including the following:
- De-leveraging: Tilray is proposing to purchase the Notes at a
5% discount to par and a15% discount to the level that the Notes have been redeemed to date. - More Favourable Debt Terms: The Notes would be amended on terms more favourable to HEXO, including a three-year maturity extension, adjustments to the financial covenants, and elimination of the monthly redemption feature and associated shareholder dilution.
- Financial Flexibility: Project expected to result in substantial increase in HEXO’s liquidity by implementing two critical measures:
- Unlocking US
$80 million of restricted cash and - Establishing a three-year C
$180 million equity backstop commitment, both of which may be used to fund operations and other strategic growth initiatives.
- Unlocking US
- Substantial Synergies: Tilray Brands and HEXO also plan to enter into an agreement to form a strategic partnership that is expected to deliver up to
$50 million of cost synergies within two years of the completion of the transaction, which will be shared equally between HEXO and Tilray Brands. The companies have been working together to evaluate cost saving synergies as well as other production efficiencies, including cultivation and processing services and certain Cannabis 2.0 products, including pre-rolls, beverages and edibles and shared services and procurement. - Product Breadth and Commitment to Innovation: Leveraging both companies’ commitment to innovation, brand building and operational efficiencies, both companies expect to share expertise in order to strengthen market positioning and capitalize on opportunities for growth, through a broadened product offering and new innovation.
In addition to the restructured debt, HEXO has entered into an agreement with KAOS and its partners (collectively, the “Standby Parties”) and are expected to negotiate a standby equity purchase agreement (the “Standby Agreement”). It is expected that the Standby Agreement will permit HEXO to demand the Standby Parties to subscribe for an aggregate of
Second Quarter 2022 Financial Highlights
KEY FINANCIAL PERFORMANCE INDICATORS
Condensed summary of results for the three and six months ended January 31, 2022, October 31, 2021 and January 31, 2021.
| For the three months ended | For the six months ended | |||||||||||||||
| January 31, 2022 | October 31, 2021 | January 31, 2021 | January 31, 2022 | January 31, 2021 | ||||||||||||
| $ | $ | $ | $ | $ | ||||||||||||
| Revenue from sale of goods | 72,014 | 69,497 | 45,678 | 141,511 | 86,977 | |||||||||||
| Excise taxes | (19,251 | ) | (19,535 | ) | (12,851 | ) | (38,786 | ) | (24,738 | ) | ||||||
| Net revenue from sale of goods | 52,763 | 49,962 | 32,827 | 102,725 | 62,239 | |||||||||||
| Ancillary revenue | – | 226 | 53 | 225 | 108 | |||||||||||
| Total revenue | 52,763 | 50,188 | 32,880 | 102,950 | 62,347 | |||||||||||
| Cost of goods sold | (61,302 | ) | (82,985 | ) | (21,566 | ) | (144,285 | ) | (39,111 | ) | ||||||
| Gross loss before fair value adjustments | (8,539 | ) | (32,797 | ) | 11,314 | (41,335 | ) | 23,236 | ||||||||
| Fair value adjustments1 | 5,979 | 821 | 7,270 | 6,800 | 13,560 | |||||||||||
| Gross profit/(loss) | (2,560 | ) | (31,976 | ) | 18,584 | (34,535 | ) | 36,796 | ||||||||
| Operating expenses | (667,296 | ) | (123,133 | ) | (25,501 | ) | (790,431 | ) | (46,280 | ) | ||||||
| Loss from operations | (669,856 | ) | (155,109 | ) | (6,917 | ) | (824,966 | ) | (9,484 | ) | ||||||
| Other expenses and losses | (66,248 | ) | 37,682 | (13,922 | ) | (28,565 | ) | (15,553 | ) | |||||||
| Loss before tax | (736,104 | ) | (117,427 | ) | (20,839 | ) | (853,531 | ) | (25,037 | ) | ||||||
| Current and deferred tax | 25,218 | 155 | – | 25,373 | – | |||||||||||
| Other comprehensive income | 20,632 | 364 | – | 20,996 | – | |||||||||||
| Total Net loss and comprehensive loss | (690,254 | ) | (116,908 | ) | (20,839 | ) | (807,162 | ) | (25,037 | ) | ||||||
1 Realized fair value amounts on inventory sold and unrealized gain on changes in fair value of biological assets.
COST OF SALES & GROSS MARGIN BEFORE ADJUSTMENTS
The following table illustrates the breakout of gross profit before adjustments (non-IFRS measure) by sales stream for the current the previous fiscal quarters.
| For the three months ended | Adult-Use (excluding beverages) | Medical | International | Wholesale | Total non-beverage | Adult-use beverages | Company total | |||||||
| January 31, 2022 | $ | $ | $ | $ | $ | $ | $ | |||||||
| Net revenue from the sale of goods | 36,114 | 811 | 8,231 | 3,740 | 48,896 | 3,867 | 52,763 | |||||||
| Adjusted cost of sales | (22,682 | ) | (136 | ) | (3,808 | ) | (3,444 | ) | (30,070 | ) | (3,867 | ) | (33,937 | ) |
| Gross profit before adjustments ($) | 13,432 | 675 | 4,423 | 296 | 18,826 | – | 18,826 | |||||||
| Gross margin before adjustments (%) | 37 | % | 83 | % | 54 | % | 8 | % | 39 | % | – | 36 | % | |
| October 31, 2021 | $ | $ | $ | $ | $ | $ | $ | |||||||
| Net revenue from the sale of goods | 35,983 | 668 | 6,041 | 4,111 | 46,803 | 3,159 | 49,962 | |||||||
| Adjusted cost of sales | (27,938 | ) | (276 | ) | (2,148 | ) | (3,128 | ) | (33,490 | ) | (3,780 | ) | (37,270 | ) |
| Gross profit before adjustments ($) | 8,045 | 392 | 3,893 | 983 | 13,313 | (621 | ) | 12,692 | ||||||
| Gross margin before adjustments (%) | 22 | % | 59 | % | 64 | % | 24 | % | 28 | % | (20 | %) | 25 | % |
| January 31, 2021 | $ | $ | $ | $ | $ | $ | $ | |||||||
| Net revenue from the sale of goods | 26,904 | 422 | 2,000 | 109 | 29,435 | 3,392 | 32,827 | |||||||
| Adjusted cost of sales | (17,010 | ) | (143 | ) | (577 | ) | (44 | ) | (17,774 | ) | (3,418 | ) | (21,192 | ) |
| Gross profit before adjustments ($) | 9,894 | 279 | 1,423 | 65 | 11,661 | (26 | ) | 11,635 | ||||||
| Gross margin before adjustments (%) | 37 | % | 66 | % | 71 | % | 60 | % | 40 | % | (1 | %) | 35 | % |
- The Company’s total adult-use, non-beverage gross margin before adjustments increased
15% from the previous quarter. This growth is due to a more favorable sales mix of higher margin products. - Total gross profit before adjustments increase of
48% from Q1’22 and62% from Q2’21.
Operating Expenses
| For the three months ended | For the six months ended | ||||||||||||||
| January 31, 2022 | October 31, 2021 | January 31, 2021 | January 31, 2022 | January 31, 2021 | |||||||||||
| $ | $ | $ | $ | $ | |||||||||||
| General and administration | 22,550 | 22,484 | 12,299 | 45,036 | 24,215 | ||||||||||
| Marketing and promotion | 6,369 | 6,223 | 2,149 | 12,592 | 4,231 | ||||||||||
| Share-based compensation | 4,017 | 3,824 | 5,259 | 7,841 | 8,189 | ||||||||||
| Research and development | 1,478 | 967 | 1,136 | 2,445 | 2,172 | ||||||||||
| Depreciation of property, plant and equipment (“PPE”) | 1,140 | 2,057 | 1,679 | 3,196 | 2,757 | ||||||||||
| Amortization of intangible assets | 6,895 | 8,158 | 342 | 15,053 | 672 | ||||||||||
| Restructuring costs | 4,524 | 3,989 | 860 | 8,513 | 1,385 | ||||||||||
| Impairment of property, plant and equipment | 100,130 | 23,803 | 61 | 123,933 | 865 | ||||||||||
| Impairment of investment in joint venture and associates | – | 26,925 | – | 26,925 | – | ||||||||||
| Impairment of intangible assets | 140,839 | – | – | 140,839 | – | ||||||||||
| Impairment of goodwill | 375,039 | – | – | 375,039 | – | ||||||||||
| Disposal of long-lived assets | – | – | 1,294 | – | 1,294 | ||||||||||
| Loss/(gain) on disposal of property, plant and equipment | (254 | ) | 329 | (14 | ) | 74 | 64 | ||||||||
| Acquisition, integration and transaction costs | 4,569 | 24,374 | 436 | 28,945 | 436 | ||||||||||
| Total | 667,296 | 123,133 | 25,501 | 790,431 | 46,280 | ||||||||||
- General and administrative expenses flat from Q1’22, and have decreased on a prorated basis of expenses realized after acquisition dates of Redecan and 48North in Q1’22.
- Impairments to PPE, intangible assets and goodwill of
$616 million in Q2’22 after the Canadian Cannabis market experienced adverse changes, which were reflected in significant revisions to management’s forecasts of future net cash inflows and earnings from previous budgets and forecasts.
| Q2’22 | Q1’22 | ||||||
| Total net loss | $ (736,104 | ) | $ (117,427 | ) | |||
| Finance expense (income), net | 5,058 | 4,531 | |||||
| Depreciation, included in cost of sales | 5,973 | 4,969 | |||||
| Depreciation, included in operating expenses | 1,140 | 2,057 | |||||
| Amortization, included in operating expenses | 6,895 | 8,158 | |||||
| Standard EBITDA | (717,038 | ) | (97,712 | ) | |||
| Investment (gains) losses | 63,221 | (42,213 | ) | ||||
| Non-cash fair value adjustments | 1,148 | (7,102 | ) | ||||
| Non-recurring expenses | 9,093 | 28,363 | |||||
| Other non-cash items | 637,978 | 92,884 | |||||
| Adjusted EBITDA | (5,598 | ) | (11,576 | ) | |||
- Adjusted EBITDA increase of
52% driven by increased adjusted gross margins and flat selling, general and administrative expenses.
Other Significant Development and Subsequent Events
Default under senior secured convertible notes
On March 11, 2022, HEXO provided notice on March 11, 2022 to HT Investments MA LLC (“HTI”) of the occurrence of an event of default under the Company’s senior secured convertible note due May 2023 (the “Secured Note”) as it was not in compliance with the covenant of the Company in the Secured Note to have positive Adjusted EBITDA as defined and calculated in the Secured Note for the three-month period ending on January 31, 2022 (the “Event of Default”).
Following provision of the notice by the Company, the Holder irrevocably waived its rights due to the Event of Default until the earlier of May 17, 2022 or the date the proposed transaction announced on March 3, 2022 among the Company, the Noteholder and Tilray Brands, Inc. (“Tilray”) under which Tilray is expected to purchase the Secured Note from the Holder is terminated (the “End of Forbearance Date”), provided further that the Company, HTI and Tilray have agreed to extend the End of Forbearance Date in the event that they remain engaged in good faith negotiations to consummate the proposed transaction.
As a result of the Event of Default, the Holder would have had the right to declare the Secured Note or any portion of it to become due and payable immediately for cash in an amount equal to
Conference Call
The company will host a conference call for analysts and investors on March 18, 2022. Analysts' question and answer period will follow management's presentation.
Date: March 18, 2022
Time: 8:30 a.m. ET
Webcast: https://events.q4inc.com/attendee/563274977
Forward-Looking Statements
This press release contains forward-looking information and forward-looking statements within the meaning of applicable securities laws (“Forward-Looking Statements”) including and not limited to: the proposed acquisition by Tilray of the Secured Note, including the conditions thereto; the strategic commercial agreement and efficiencies to be created between HEXO and Tilray and the and synergies generated as result of the Transaction; the Company’s cash flow projections; the entering into of the Standby Agreement on the terms described herein, if at all; the amount of the Standby Commitment and the use of the proceeds from the Standby Commitment. 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 following press release should be read in conjunction with the management’s discussion and analysis (“MD&A”) and unaudited condensed consolidated interim financial statements and notes thereto as at and for the three and six months ended January 31, 2022. 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, 2021 dated October 29, 2021.
Non-IFRS Measures
In this press release, reference is made to gross profit before adjustment, profit/margin before fair value adjustments, adjusted gross profit/margin, adjusted EBITDA 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 as a result 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 MD&A for the three and six months ended January 31, 2022, filed under the Company’s profile on SEDAR at www.sedar.com and EDGAR at www.sec.gov respectively.
About HEXO
HEXO is an award-winning licensed producer of innovative products for the global cannabis market. HEXO serves the Canadian recreational market with a brand portfolio including HEXO, Redecan, UP Cannabis, Namaste Original Stash, 48North, Trail Mix, Bake Sale, REUP and Latitude brands, and the medical market in Canada, Israel and Malta. The Company also serves the Colorado market through its Powered by HEXO® strategy and Truss CBD USA, a joint venture with Molson-Coors. With the completion of HEXO's recent acquisitions of Redecan and 48North, HEXO is a leading cannabis products company in Canada by recreational market share. For more information, please visit hexocorp.com.
For further information, please contact:
Investor Relations:
invest@hexo.com
www.hexocorp.com
Media Relations:
(819) 317-0526
media@hexo.com
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1 Period begins post Q2’22 and includes the five quarters thereafter, up to and including Q3’23
FAQ
What were HEXO's total net revenues for Q2 2022?
How much in impairment losses did HEXO recognize in Q2 2022?
What is the strategic alliance between HEXO and Tilray?
What cash flow does HEXO project for fiscal 2022 and 2023?
What is HEXO's status with its senior secured convertible notes?
