Completed Audit Committee Review and Restated Certain 2019 Unaudited Interim Financial Statements
Expanded Canadian distribution to new provinces and product categories across the adult-use market
Established Cronos Fermentation, a critical step in advancing the production of cultured cannabinoids in partnership with
Enhanced research and development capabilities at the Peace Naturals Campus
Advanced operational readiness of Cronos Israel with GAP and GMP certifications
“We are pleased that the Audit Committee has completed its review, and that
“Cronos Group ended 2019 with a strong foundation and balance sheet, and a clear focus on achieving our core strategic initiatives to drive long-term, sustainable growth. Importantly, we expanded our Canadian distribution footprint, broadened our brand portfolio, enhanced our global supply chain capabilities and advanced our breakthrough intellectual property and research and development initiatives. While the world currently faces an unprecedented time of uncertainty related to COVID-19, we believe we are well-positioned to build on these accomplishments as we maintain our investments in brands and products that will resonate with adult consumers and generate sustainable, long-term value for shareholders.”
Financial Results
(in thousands of USD) | Three months |
Change | Year ended |
Change | ||||||||||||||||||||||||||
2019 | 2018 | $ | % | 2019 | 2018 | $ | % | |||||||||||||||||||||||
Net revenue | ||||||||||||||||||||||||||||||
$ | 2,693 | $ | — | $ | 2,693 | N/A | $ | 3,364 | $ | — | $ | 3,364 | N/A | |||||||||||||||||
Rest of World | 4,615 | 4,285 | 330 | 8 | % | 20,386 | 12,121 | 8,265 | 68 | % | ||||||||||||||||||||
Consolidated net revenue | 7,308 | 4,285 | 3,023 | 71 | % | 23,750 | 12,121 | 11,629 | 96 | % | ||||||||||||||||||||
Gross profit (loss) | (20,375 | ) | 1,880 | (22,255 | ) | (1184 | )% | (17,864 | ) | 6,213 | (24,077 | ) | (388 | )% | ||||||||||||||||
Gross margin | (279 | )% | 44 | % | — | (323)pp | (75 | )% | 51 | % | — | (126)pp | ||||||||||||||||||
Reported operating loss | $ | (63,869 | ) | $ | (8,871 | ) | $ | (54,998 | ) | 620 | % | $ | (121,484 | ) | $ | (21,341 | ) | $ | (100,143 | ) | 469 | % | ||||||||
Adjusted operating loss (i) | (56,601 | ) | (8,871 | ) | (47,730 | ) | 538 | % | (114,216 | ) | (21,341 | ) | (92,875 | ) | 435 | % | ||||||||||||||
Other Data | ||||||||||||||||||||||||||||||
Cash and cash equivalents | 1,199,693 | 23,927 | 1,175,766 | 4914 | % | |||||||||||||||||||||||||
Short-term investments | 306,347 | — | 306,347 | N/A | ||||||||||||||||||||||||||
Capital expenditures | 757 | 32,676 | (31,919 | ) | (98 | )% | 38,953 | 88,586 | (49,633 | ) | (56 | )% |
(i) See “Non-GAAP Measures” for more information, including a reconciliation of adjusted operating loss
(ii) Dollar amounts are as of the last day of the period indicated
Fourth Quarter 2019
- Net revenue of
$7.3 million in Q4 2019 increased by$3.0 million from Q4 2018, primarily driven by an increase in the volume of products sold in the Rest of World segment and the Redwood acquisition, partially offset by a decrease in the price of products sold in the Rest of World segment. - Gross profit (loss) of
($20.4) million in Q4 2019 decreased by$22.3 million from Q4 2018, primarily driven by the inventory write-down of$24.0 million . - The Company incurred an inventory write-down of
$24.0 million , made up of a one-time charge of$1.9 million , related to the repurposing of certain facilities at the Peace Naturals Campus, and a$22.1 million write-down on cannabis plants, based on the estimated market value of the specific strains previously in production, and cannabis oil, primarily driven by downward pressure in market prices during the year. If we were to adjust for the effects of the inventory write-down, gross profit in Q4 2019, would have been$3.6 million , representing a gross margin of 50%. We anticipate inventory write-downs in the short-term due to pricing pressures in the marketplace and while the Company executes its operational repurposing of the Peace Naturals Campus. - Reported operating loss of
($63.9) million in Q4 2019 increased by$55.0 million from Q4 2018, primarily driven by the inventory write-down in Q4 2019, one-time charges related to the repurposing of certain facilities at the Peace Naturals Campus, an increase in general and administrative expenses in order to support Cronos Group’s growth strategy, an increase in sales and marketing in order to create, build and develop brands and an increase in R&D costs. - Adjusted operating loss of
($56.6) million in Q4 2019 increased by$47.8 million from Q4 2018, primarily driven by inventory write-downs in Q4 2019 and an increase in general and administrative expenses in order to support Cronos Group’s growth strategy, an increase in sales and marketing in order to create, build and develop brands and an increase in R&D costs.
Full-Year 2019
- Net revenue of
$23.8 million in Full-Year 2019 increased by$11.6 million from Full-Year 2018, primarily driven by an increase in the volume of sales in the Rest of World Segment due to increases in production, increases in the volume of wholesale sales and the launch of the adult-use market inCanada . - Gross profit (loss) of
($17.9) million in Full-Year 2019 decreased by$24.1 million from Full-Year 2018, primarily driven by the inventory write-down of$29.4 million . - The Company incurred an inventory write-down of
$29.4 million , made up of a one-time charge of$1.9 million , related to the repurposing of certain facilities at the Peace Naturals Campus, and a$27.5 million write-down on cannabis plants, based on the estimated market value of the specific strains previously in production, and cannabis oil, primarily driven by downward pressure in market prices during the year. If we were to adjust for the effects of the inventory write-downs, gross profit in Full-Year 2019, would have been$11.6 million , representing a gross margin of 49%. - Reported operating loss of
($121.5) million in Full-Year 2019 increased by$100.1 million from Full-Year 2018, primarily driven by inventory write-downs in Full-Year 2019, an increase in general and administrative expenses in order to support Cronos Group’s growth strategy, an increase in sales and marketing in order to create, build and develop brands and an increase in R&D costs related to the Company’s two research partnerships and one-time charges related to the repurposing of certain facilities at the Peace Naturals Campus. - Adjusted operating loss of
($114.2) million in Full-Year 2019 increased by$92.9 million from Full-Year 2018, primarily driven by inventory write-downs in Full-Year 2019, an increase in general and administrative expenses in order to support Cronos Group’s growth strategy, an increase in sales and marketing in order to create, build and develop brands and an increase in R&D costs related to the Company’s two research partnerships.
Business Updates
Brand Portfolio
In
In the fourth quarter, we successfully executed three holiday pop-up shops in
Global Sales and Distribution
In the fourth quarter,
On
In the fourth quarter of 2019,
Global Supply Chain
In
In the fourth quarter of 2019, the Company recorded pre-tax charges of
The Cronos Israel facility continues to move closer to operational readiness. Construction of Cronos Israel’s greenhouse and facility was completed in the third quarter of 2019. In
Intellectual Property Initiatives
In
Update on COVID-19
Despite the significant challenges posed by the outbreak of COVID-19, as a designated essential business, Cronos Group’s global facilities currently remain operational. During this unprecedented time, the health, safety and well-being of our employees and our consumers remains Cronos Group’s top priority. The Company has business continuity plans in place to support its employee base while continuing to develop and produce reliable, high-quality products that meet the needs of consumers. As part of this, the Company implemented certain measures such as, among other measures, work-from-home policies for certain employees, enhanced hygiene and sanitation practices, modified schedules and social distancing protocols at the Peace Naturals Campus, Redwood, Cronos Fermentation, OGBC and Cronos Israel facilities.
The spread and impact from COVID-19 on the global economy continues to rapidly evolve, and the ultimate impact of the COVID-19 outbreak is uncertain and subject to change. Despite Cronos Group’s business continuity efforts, the Company may see an impact on certain parts of its business and operations such as operational capacity or supply chain delays. The Company continues to closely monitor the rapidly evolving COVID-19 situation, and the impact it may have on the Company, its customers and its supply chain.
Rest of World Results
Cronos Group’s Rest of World reporting segment includes results of the Company’s operations for all markets outside of
(in thousands of USD ) | Three months |
Change | Year ended |
Change | |||||||||||||||||||||||||
2019 | 2018 | $ | % | 2019 | 2018 | $ | % | ||||||||||||||||||||||
Cannabis flower | $ | 2,877 | $ | 3,228 | $ | (351 | ) | (11 | )% | $ | 15,020 | $ | 9,210 | $ | 5,810 | 63 | % | ||||||||||||
Cannabis extracts | 1,678 | 1,028 | 650 | 63 | % | 5,338 | 2,732 | 2,606 | 95 | % | |||||||||||||||||||
Other | 60 | 29 | 31 | 107 | % | 28 | 179 | (151 | ) | (84 | )% | ||||||||||||||||||
Net revenue | 4,615 | 4,285 | 330 | 8 | % | 20,386 | 12,121 | 8,265 | 68 | % | |||||||||||||||||||
Gross profit | (21,805 | ) | 1,880 | (23,685 | ) | (1,260 | )% | (19,737 | ) | 6,213 | (25,950 | ) | (418 | )% | |||||||||||||||
Gross margin | (472 | )% | 44 | % | — | (516)pp | (97 | )% | 51 | % | — | (148)pp | |||||||||||||||||
Reported operating loss | $ | (59,066 | ) | $ | (8,871 | ) | $ | (50,195 | ) | 566 | % | $ | (106,928 | ) | $ | (21,341 | ) | $ | (85,587 | ) | 401 | % | |||||||
Adjusted operating loss (i) | (51,798 | ) | (8,871 | ) | (42,927 | ) | 484 | % | (99,660 | ) | (21,341 | ) | (78,319 | ) | 367 | % |
(i) See “Non-GAAP Measures” for more information, including a reconciliation of adjusted operating loss
Fourth Quarter 2019
- Net revenue of
$4.6 million in Q4 2019 increased by$0.3 million from Q4 2018, primarily driven by the introduction of vaporizer products and an increase in the volume of products sold, which were partially offset by a decrease in the price of products sold. - Gross profit (loss) of
($21.8) million in Q4 2019 decreased by$23.7 million from Q4 2018, primarily driven by the inventory write-down of$24.0 million . - The Company incurred an inventory write-down of
$24.0 million , made up of a one-time charge of$1.9 million , related to the repurposing of certain facilities at the Peace Naturals Campus, and a$22.1 million write-down on cannabis plants, based on the estimated market value of the specific strains previously in production, and cannabis oil, primarily driven by downward pressure in market prices during the year. If we were to adjust for the effects of the inventory write-down, gross profit in Q4 2019, would have been$2.2 million , representing a gross margin of 48%. We anticipate inventory write-downs in the short-term due to pricing pressures in the marketplace and while the Company executes its operational repurposing of the Peace Naturals Campus. - Reported operating loss of
($59.1) million in Q4 2019 increased by$50.2 million from Q4 2018, primarily driven by the inventory write-down in Q4 2019, one-time charges related to the repurposing of certain facilities at the Peace Naturals Campus, an increase in general and administrative expenses in order to support the segment's growth, an increase in sales and marketing in order to create, build and develop brands and an increase in R&D costs. - Adjusted operating loss of
($51.8) million in Q4 2019 increased by$42.9 million from Q4 2018, primarily driven by inventory write-downs in Q4 2019 and an increase in general and administrative expenses in order to support the segment's growth, an increase in sales and marketing in order to create, build and develop brands and an increase in R&D costs.
Full-Year 2019
- Net revenues of
$20.4 million in Full-Year 2019 increased by$8.3 million from Full-Year 2018, primarily driven by higher volume of wholesale sales and an increase in the volume of products sold due to increased cannabis production and the growth of the adult-use market inCanada . - Gross profit (loss) of
($19.7) million in Full-Year 2019 decreased by$26.0 million from Full-Year 2018, primarily driven by the inventory write-down of$29.4 million . - The Company incurred an inventory write-down of
$29.4 million , made up of a one-time charge of$1.9 million , related to the repurposing of certain facilities at the Peace Naturals Campus, and a$27.5 million write-down on cannabis plants, based on the estimated market value of the specific strains previously in production, and cannabis oil, primarily driven by downward pressure in market prices during the year. If we were to adjust for the effects of the inventory write-downs, gross profit in Full-Year 2019, would have been$9.7 million , representing a gross margin of 48%. - Reported operating loss of
($106.9) million in Full-Year 2019 increased$85.6 million from Full-Year 2018, primarily driven by inventory write-downs in Q4 2019, one-time charges related to the repurposing of certain facilities at the Peace Naturals Campus, an increase in general and administrative expenses in order to support the segment's growth, an increase in sales and marketing in order to create, build and develop brands and an increase in R&D costs. - Adjusted operating loss of
($99.7) million in Full-Year 2019 increased by$78.3 million from Full-Year 2018, primarily driven by inventory write-downs in Q4 2019, an increase in general and administrative expenses in order to support the segment's growth, an increase in sales and marketing in order to create, build and develop brands and an increase in R&D costs.
United States Results
As a result of Cronos Group’s acquisition of Redwood on
(in thousands of USD) | Three months |
Change | Year ended |
Change | |||||||||||||||||||||||||||||||||
2019 | 2018 | $ | % | 2019 | 2018 | $ | % | ||||||||||||||||||||||||||||||
Net revenue | $ | 2,693 | — | N/A | N/A | $ | 3,364 | — | N/A | N/A | |||||||||||||||||||||||||||
Gross profit | 1,430 | — | N/A | N/A | 1,873 | — | N/A | N/A | |||||||||||||||||||||||||||||
Gross margin | 53 | % | — | N/A | N/A | 56 | % | — | N/A | N/A | |||||||||||||||||||||||||||
Reported operating loss | $ | (1,797 | ) | — | N/A | N/A | $ | (2,777 | ) | — | N/A | N/A |
Fourth Quarter 2019
- Net revenues of
$2.7 million in Q4 2019, driven by expanded distribution ofLord Jones TM branded products through online sales and an increased retail channel footprint. - Gross profit of
$1.4 million in Q4 2019, driven by strong sales prices and brand equity. Gross margin for Q4 2019 was 53%. - Operating loss of
($1.8) million in Q4 2019, driven by increased investments in sales and marketing and general and administrative expenses as the business focuses on growth prospects and developing new brands and products.
Full-Year 2019
- Net revenue of
$3.4 million in Full-Year 2019, driven by the Redwood Acquisition onSeptember 5, 2019 . - Gross profit of
$1.9 million in Full-Year 2019, driven by sales through e-commerce, retail and hospitality channels within Q4 2019. Gross margin in Full-Year 2019 was 56%. - Operating loss of
$2.8 million in Full-Year 2019, driven by the increase in gross profit and the increased sales and marketing costs incurred in relation to the preparation for the launch of the PEACE+™U.S hemp-derived CBD brand, as well as the introduction of several new U.S. hemp-derived CBD products under the Lord Jones™ brand.
Conference Call
The Company will host a conference call and live audio webcast on
- Live audio webcast: https://ir.thecronosgroup.com/events-presentations
- Toll Free from the
U.S. andCanada dial-in: (866) 795-2258 - International dial-in: (409) 937-8902
- Conference ID: 6999389
About
Cronos Group is an innovative global cannabinoid company with international production and distribution across five continents. Cronos Group is committed to building disruptive intellectual property by advancing cannabis research, technology and product development. With a passion to responsibly elevate the consumer experience, Cronos Group is building an iconic brand portfolio. Cronos Group’s portfolio includes PEACE NATURALS ™, a global health and wellness platform, two adult-use brands, COVE™ and Spinach™, and two hemp-derived CBD brands,
Forward-looking statements
This press release may contain information that may constitute forward-looking information and forward-looking statements within the meaning of applicable securities laws (collectively, “Forward-Looking Statements”), which are based upon our current internal expectations, estimates, projections, assumptions and beliefs. All information that is not clearly historical in nature may constitute Forward-Looking Statements. In some cases, Forward-Looking Statements can be identified by the use of forward-looking terminology such as “expect”, “likely”, “may”, “will”, “should”, “intend”, “anticipate”, “potential”, “proposed”, “estimate” and other similar words, expressions and phrases, including negative and grammatical variations thereof, or statements that certain events or conditions “may” or “will” happen, or by discussion of strategy. Forward-Looking Statements include estimates, plans, expectations, opinions, forecasts, projections, targets, guidance or other statements that are not statements of historical fact.
Forward-Looking Statements include, but are not limited to, statements with respect to:
- the uncertainties associated with the COVID-19 pandemic, including our ability to continue operations, the ability of our suppliers and distribution channels to continue to operate, and the use of our products by consumers;
- laws and regulations and any amendments thereto applicable to our business and the impact thereof including uncertainty regarding the application of
United States (“U.S.”) state and federal law toU.S. hemp (including CBD) products and the scope of any regulations by theU.S. Federal Drug Administration (the “FDA”), theU.S. Federal Trade Commission (the “FTC”), theU.S. Patent and Trademark Office and any state equivalent regulatory agencies overU.S. hemp (including CBD) products; - expectations regarding the regulation of the
U.S. hemp industry in theU.S. , including the promulgation of regulations for theU.S. hemp industry by theU.S. Department of Agriculture (the “USDA”); - the grant, renewal and impact of any license or supplemental license to conduct activities with cannabis or any amendments thereof;
- our international activities and joint venture interests, including required regulatory approvals and licensing, anticipated costs and timing, and expected impact;
- the ability to successfully create and launch brands and further create, launch and scale
U.S. hemp-derived consumer products, including through the Redwood Acquisition (as defined herein) and cannabis products in jurisdictions where such products are legal and that we currently operate in; - the benefits, viability, safety, efficacy, dosing and social acceptance of cannabis including CBD and other cannabinoids;
- the anticipated benefits and impact of the Altria Group Inc.’s
C$2.4 billion (approximately$1.8 billion ) investment in us (the “Altria Investment”); - the potential exercise of the warrant held by Altria Group Inc., pre-emptive rights and/or top-up rights in connection with the
Altria Investment , including proceeds to us that may result therefrom; - expectations regarding the use of proceeds of equity financings, including the proceeds from the
Altria Investment ; - the legalization of the use of cannabis for medical or adult-use in jurisdictions outside of
Canada , the related timing and impact thereof and our intentions to participate in such markets, if and when such use is legalized; - expectations regarding the potential success of, and the costs and benefits associated with, our joint ventures, strategic alliances and equity investments, including the strategic partnership with
Ginkgo Bioworks, Inc. ; - our ability to execute on our strategy and the anticipated benefits of such strategy;
- the ongoing impact of the legalization of additional cannabis product types and forms for adult-use in
Canada , including federal, provincial, territorial and municipal regulations pertaining thereto, the related timing and impact thereof and our intentions to participate in such markets; - the future performance of our business and operations;
- our competitive advantages and business strategies;
- the competitive conditions of the industry;
- the expected growth in the number of customers using our products;
- our ability or plans to identify, develop, commercialize or expand our technology and research and development (“R&D”) initiatives in cannabinoids, or the success thereof;
- expectations regarding acquisitions and the anticipated benefits therefrom, including the Redwood Acquisition and the acquisition of certain assets from
Apotex Fermentation Inc. ; - expectations regarding revenues, expenses and anticipated cash needs;
- expectations regarding cash flow, liquidity and sources of funding;
- expectations regarding capital expenditures;
- the expansion of our production and manufacturing, the costs and timing associated therewith and the receipt of applicable production and sale licenses;
- the expected growth in our growing, production and supply chain capacities;
- expectations regarding the resolution of litigation and other legal proceedings;
- expectations with respect to future production costs;
- expectations with respect to future sales and distribution channels;
- the expected methods to be used to distribute and sell our products;
- our future product offerings;
- the anticipated future gross margins of our operations;
- accounting standards and estimates;
- expectations regarding our distribution network; and
- expectations regarding the costs and benefits associated with our contracts and agreements with third parties, including under our third-party supply and manufacturing agreements.
Certain of the Forward-Looking Statements contained herein concerning the industries in which we conduct our business are based on estimates prepared by us using data from publicly available governmental sources, market research, industry analysis and on assumptions based on data and knowledge of these industries, which we believe to be reasonable. However, although generally indicative of relative market positions, market shares and performance characteristics, such data is inherently imprecise. The industries in which we conduct our business involve risks and uncertainties that are subject to change based on various factors, which are described further below.
The Forward-Looking Statements contained herein are based upon certain material assumptions that were applied in drawing a conclusion or making a forecast or projection, including: (i) management’s perceptions of historical trends, current conditions and expected future developments; (ii) our ability to generate cash flow from operations; (iii) general economic, financial market, regulatory and political conditions in which we operate; (iv) the production and manufacturing capabilities and output from our facilities and our joint ventures, strategic alliances and equity investments; (v) consumer interest in our products; (vi) competition; (vii) anticipated and unanticipated costs; (viii) government regulation of our activities and products including but not limited to the areas of taxation and environmental protection; (ix) the timely receipt of any required regulatory authorizations, approvals, consents, permits and/or licenses; (x) our ability to obtain qualified staff, equipment and services in a timely and cost-efficient manner; (xi) our ability to conduct operations in a safe, efficient and effective manner; (xii) our ability to realize anticipated benefits, synergies or generate revenue, profits or value from our recent acquisitions into our existing operations; (xiii) our ability to continue to operate in light of the COVID-19 pandemic and the impact of the pandemic on sales of our products and our distribution channels; and (xiv) other considerations that management believes to be appropriate in the circumstances. While our management considers these assumptions to be reasonable based on information currently available to management, there is no assurance that such expectations will prove to be correct.
By their nature, Forward-Looking Statements are subject to inherent risks and uncertainties that may be general or specific and which give rise to the possibility that expectations, forecasts, predictions, projections or conclusions will not prove to be accurate, that assumptions may not be correct and that objectives, strategic goals and priorities will not be achieved. A variety of factors, including known and unknown risks, many of which are beyond our control, could cause actual results to differ materially from the Forward-Looking Statements in this press release and other reports we file with, or furnish to, the
Forward-Looking Statements are provided for the purposes of assisting the reader in understanding our financial performance, financial position and cash flows as at and for periods ended on certain dates and to present information about management’s current expectations and plans relating to the future, and the reader is cautioned that the Forward-Looking Statements may not be appropriate for any other purpose. While we believe that the assumptions and expectations reflected in the Forward-Looking Statements are reasonable based on information currently available to management, there is no assurance that such assumptions and expectations will prove to have been correct. Forward-Looking Statements are made as of the date they are made and are based on the beliefs, estimates, expectations and opinions of management on that date. We undertake no obligation to update or revise any Forward-Looking Statements, whether as a result of new information, estimates or opinions, future events or results or otherwise or to explain any material difference between subsequent actual events and such Forward-Looking Statements. The Forward-Looking Statements contained in this press release and other reports we file with, or furnish to, the
Use of Non-GAAP Measures
Consolidated Balance Sheets
As of
(In thousands of USD)
As of |
|||||||
2019 | 2018 | ||||||
Assets | |||||||
Current assets | |||||||
Cash and cash equivalents | $ | 1,199,693 | $ | 23,927 | |||
Short-term investments | 306,347 | — | |||||
Accounts receivable, net of current expected credit loss ("CECL") of |
4,638 | 3,052 | |||||
Other receivables | 7,232 | 2,507 | |||||
Current portion of loans receivable | 4,664 | 230 | |||||
Prepaids and other assets | 9,395 | 2,842 | |||||
Inventory | 38,043 | 7,386 | |||||
Total current assets | 1,570,012 | 39,944 | |||||
Investments in equity accounted investees | 557 | 2,960 | |||||
Advances to joint ventures | 19,437 | 4,689 | |||||
Other investments | — | 297 | |||||
Loan receivable | 44,967 | — | |||||
Property, plant and equipment | 161,809 | 125,905 | |||||
Right-of-use assets | 6,546 | 125 | |||||
Intangible assets | 72,320 | 8,237 | |||||
214,794 | 1,314 | ||||||
Total assets | $ | 2,090,442 | $ | 183,471 | |||
Liabilities | |||||||
Current liabilities | |||||||
Accounts payable and other liabilities | $ | 35,301 | $ | 33,239 | |||
Current portion of lease obligation | 427 | 30 | |||||
Derivative liabilities (Note 28) | 297,160 | — | |||||
Total current liabilities | 332,888 | 33,269 | |||||
Due to non-controlling interests | 1,844 | 1,566 | |||||
Lease obligation | 6,680 | 87 | |||||
Total liabilities | 341,412 | 34,922 | |||||
Commitments and contingencies (Note 21 & 22) | |||||||
Shareholders’ equity | |||||||
Share capital (authorized: 2019 and 2018 – unlimited; issued: 2019 – 348,817,472; 2018 – 178,720,022) | 561,165 | 175,001 | |||||
Additional paid-in capital | 23,234 | 11,263 | |||||
Retained earnings (accumulated deficit) | 1,137,646 | (27,945 | |||||
Accumulated other comprehensive income (loss) | 27,838 | (9,870 | |||||
Total equity attributable to shareholders of |
1,749,883 | 148,449 | |||||
Non-controlling interests | (853 | ) | 100 | ||||
Total shareholders' equity | 1,749,030 | 148,549 | |||||
Total liabilities and shareholders' equity | $ | 2,090,442 | $ | 183,471 |
See notes to consolidated financial statements.
Consolidated Statements of Net Income (Loss) and Comprehensive Income (Loss)
For the years ended
(In thousands of USD, except share and per share amounts)
Year ended |
|||||||||||
2019 | 2018 | 2017 | |||||||||
Net revenue, before excise taxes | $ | 25,639 | $ | 13,234 | $ | 3,147 | |||||
Excise taxes | (1,889 | ) | (1,113 | ) | — | ||||||
Net revenue | 23,750 | 12,121 | 3,147 | ||||||||
Cost of sales | 12,174 | 5,908 | 1,573 | ||||||||
Inventory write-down | 29,440 | — | — | ||||||||
Gross profit (loss) | (17,864 | ) | 6,213 | 1,574 | |||||||
Operating expenses | |||||||||||
Sales and marketing | 23,045 | 3,173 | 443 | ||||||||
Research and development | 12,155 | 1,814 | — | ||||||||
General and administrative | 49,372 | 13,447 | 4,904 | ||||||||
Share-based payments | 11,619 | 8,151 | 1,931 | ||||||||
Depreciation and amortization | 2,101 | 969 | 417 | ||||||||
Repurposing charges | 5,328 | — | — | ||||||||
Total operating expenses | 103,620 | 27,554 | 7,695 | ||||||||
Operating loss | (121,484 | ) | (21,341 | ) | (6,121 | ) | |||||
Other income (expense) | |||||||||||
Interest income (expense) | 27,982 | 83 | (97 | ) | |||||||
Financing and transaction costs | (32,208 | ) | — | — | |||||||
Gain on revaluation of derivative liabilities (Note 28) | 1,276,819 | — | — | ||||||||
Gain on revaluation of financial liabilities | 197 | — | — | ||||||||
Gain on disposal of Whistler | 15,530 | — | — | ||||||||
Gain on other investments | 747 | 164 | 3,746 | ||||||||
Share of income (loss) from investments in equity accounted investees | (2,009 | ) | (723 | ) | 127 | ||||||
Total other income (expense) | 1,287,058 | (476 | ) | 3,776 | |||||||
Income (loss) before income taxes | 1,165,574 | (21,817 | ) | (2,345 | ) | ||||||
Income tax recovery | — | — | (862 | ) | |||||||
Net income (loss) | $ | 1,165,574 | $ | (21,817 | ) | $ | (1,483 | ) | |||
Net income (loss) attributable to: | |||||||||||
$ | 1,166,506 | $ | (21,636 | ) | $ | (1,483 | ) | ||||
Non-controlling interests | (932 | ) | (181 | ) | 0 | ||||||
$ | 1,165,574 | $ | (21,817 | ) | $ | (1,483 | ) | ||||
Other comprehensive income (loss) | |||||||||||
Foreign exchange gain (loss) on translation | $ | 37,687 | $ | (12,337 | ) | $ | 2,456 | ||||
Gain on revaluation and disposal of other investments, net of tax | — | 3 | 415 | ||||||||
Unrealized gains reclassified to net income | — | — | (12 | ) | |||||||
Total other comprehensive income (loss) | 37,687 | (12,334 | ) | 2,859 | |||||||
Comprehensive income (loss) | $ | 1,203,261 | $ | (34,151 | ) | $ | 1,376 | ||||
Comprehensive income (loss) attributable to: | |||||||||||
$ | 1,204,214 | $ | (33,964 | ) | $ | 1,376 | |||||
Non-controlling interests | (953 | ) | (187 | ) | — | ||||||
$ | 1,203,261 | $ | (34,151 | ) | $ | 1,376 | |||||
Net income (loss) per share | |||||||||||
Basic | $ | 3.76 | $ | (0.13 | ) | $ | (0.01 | ) | |||
Diluted | 3.33 | (0.13 | ) | (0.01 | ) | ||||||
Weighted average number of outstanding shares | |||||||||||
Basic | 310,067,179 | 172,269,170 | 134,803,542 | ||||||||
Diluted | 342,811,992 | 172,269,170 | 176,789,161 |
See notes to consolidated financial statements.
Consolidated Statements of Net Income (Loss) and Comprehensive Income (Loss)
For the quarters ended
(In thousands of USD, except share and per share amounts)
Three months ended |
||||||||
2019 | 2018 | |||||||
Net revenue, before excise taxes | $ | 7,915 | 5,398 | |||||
Excise taxes | (607 | ) | (1,113 | ) | ||||
Net revenue | 7,308 | 4,285 | ||||||
Cost of sales | 3,667 | 2,405 | ||||||
Inventory write-down | 24,016 | — | ||||||
Gross profit | (20,375 | ) | 1,880 | |||||
Operating expenses | ||||||||
Sales and marketing | 13,324 | 1,970 | ||||||
Research and development | 6,079 | 1,814 | ||||||
General and administrative | 14,314 | 4,544 | ||||||
Share-based payments | 3,670 | 2,183 | ||||||
Depreciation and amortization | 779 | 240 | ||||||
Repurposing costs | 5,328 | — | ||||||
Total operating expenses | 43,494 | 10,751 | ||||||
Operating loss | (63,869 | ) | (8,871 | ) | ||||
Other income (expense) | ||||||||
Interest income (expense) | 7,514 | 177 | ||||||
Financing and transaction cost | (524 | ) | — | |||||
Gain (loss) on revaluation of derivative liabilities (Note 11) | 118,811 | — | ||||||
Gain on other investments | 2 | (225 | ) | |||||
Gain on disposal of |
32 | (15 | ) | |||||
Share of income (loss) from investments in equity accounted investees | (505 | ) | (758 | ) | ||||
Gain (loss) on revaluation of financial liabilities | 50 | — | ||||||
Total other income (expense) | 125,380 | (821 | ) | |||||
Income (loss) before income taxes | 61,511 | (9,692 | ) | |||||
Income tax recovery | 58 | — | ||||||
Net income (loss) | 61,569 | (9,692 | ) | |||||
Net income (loss) attributable to: | ||||||||
$ | 62,005 | (9,558 | ) | |||||
Non-controlling interests | (436 | ) | (134 | ) | ||||
$ | 61,569 | (9,692 | ) | |||||
Other comprehensive income (loss) | ||||||||
Foreign exchange gain (loss) on translation | $ | 28,264 | (8,511 | ) | ||||
Gain on revaluation and disposal of other investments, net of tax | — | 3 | ||||||
Total other comprehensive income (loss) | $ | 28,264 | (8,508 | ) | ||||
Comprehensive income (loss) | ||||||||
Comprehensive income (loss) attributable to: | ||||||||
$ | 90,284 | (18,056 | ) | |||||
Non-controlling interests | (451 | ) | (144 | ) | ||||
$ | 89,833 | (18,200 | ) | |||||
Net income (loss) per share | ||||||||
Basic | $ | 0.18 | $ | (0.05 | ) | |||
Diluted | 0.16 | (0.05 | ) | |||||
Weighted average number of outstanding shares | ||||||||
Basic | 345,981,864 | 178,720,022 | ||||||
Diluted | 375,318,457 | 178,720,022 |
Consolidated Statements of Cash Flows
For the years ended
(In thousands of USD)
Year ended |
||||||||||||
2019 | 2018 | 2017 | ||||||||||
Operating activities | ||||||||||||
Net income (loss) | $ | 1,165,574 | $ | (21,817 | ) | $ | (1,483 | ) | ||||
Items not affecting cash: | ||||||||||||
Inventory write-down | 29,440 | — | — | |||||||||
Share-based payments | 11,619 | 8,151 | 1,931 | |||||||||
Depreciation and amortization | 3,913 | 1,937 | 768 | |||||||||
Share of loss (income) from investments in equity accounted investees | 2,009 | 723 | (127 | ) | ||||||||
Non-cash repurposing costs | 4,439 | — | — | |||||||||
Gain on disposal of Whistler | (15,530 | ) | — | — | ||||||||
Gain on revaluation of derivative liabilities (Note 28) | (1,276,819 | ) | — | — | ||||||||
Gain on revaluation of financial liabilities | (197 | ) | — | — | ||||||||
Gain on other investments | (747 | ) | (164 | ) | (3,746 | ) | ||||||
Deferred income tax expense (recovery) | — | — | (862 | ) | ||||||||
Foreign exchange gain | 115 | (9 | ) | — | ||||||||
Non-cash sales and marketing | 410 | — | — | |||||||||
Non-cash interest | (25 | ) | — | — | ||||||||
Net changes in non-cash working capital | (54,208 | ) | 3,662 | (759 | ) | |||||||
Cash flows used in operating activities | (130,007 | ) | (7,517 | ) | (4,278 | ) | ||||||
Investing activities | ||||||||||||
Purchase of short-term investments, net | (299,923 | ) | — | — | ||||||||
Repayment of purchase price liability | — | — | (1,997 | ) | ||||||||
Investments in equity accounted investees | (1,658 | ) | (480 | ) | (830 | ) | ||||||
Investment in Vivo | — | — | (783 | ) | ||||||||
Proceeds from sale of other investments | 19,614 | 747 | 8,388 | |||||||||
Payment to exercise Vivo warrants | — | (88 | ) | (1,749 | ) | |||||||
Advances to joint ventures | (15,135 | ) | (5,358 | ) | — | |||||||
Purchase of property, plant and equipment, net of disposals | (38,664 | ) | (88,308 | ) | (32,926 | ) | ||||||
Payment of accrued interest on construction loan payable | (89 | ) | (143 | ) | — | |||||||
Purchase of intangible assets | (289 | ) | (278 | ) | — | |||||||
Acquisition of Redwood | (224,295 | ) | — | — | ||||||||
Advances on loans receivable | (43,337 | ) | — | — | ||||||||
Proceeds from repayment of loans receivable | 237 | — | — | |||||||||
Cash flows used in investing activities | (603,539 | ) | (93,908 | ) | (29,897 | ) | ||||||
Financing activities | ||||||||||||
Repayment of lease obligations | (919 | ) | — | — | ||||||||
Proceeds from |
1,809,556 | — | — | |||||||||
Proceeds from exercise of Top-up Rights | 67,051 | — | — | |||||||||
Proceeds from exercise of warrants and options | 1,455 | 2,612 | 1,697 | |||||||||
Withholding taxes paid on share appreciation rights | (915 | ) | (16 | ) | — | |||||||
Proceeds from share issuance | — | 115,510 | 38,542 | |||||||||
Share issuance costs | (3,722 | ) | (7,577 | ) | (2,114 | ) | ||||||
Proceeds from construction loan payable | — | 11,583 | 5,022 | |||||||||
Repayment of construction loan payable | (15,971 | ) | — | — | ||||||||
Advance under Credit Facility | 48,715 | — | — | |||||||||
Repayment of Credit Facility | (48,309 | ) | — | — | ||||||||
Repayment of mortgage payable | — | — | (3,084 | ) | ||||||||
Transaction costs paid on construction loan payable | — | — | (989 | ) | ||||||||
Cash flows provided by financing activities | 1,856,941 | 122,112 | 39,074 | |||||||||
Effect of foreign currency translation on cash and cash equivalents | 52,371 | (4,085 | ) | (152 | ) | |||||||
Increase in cash and cash equivalents | 1,175,766 | 16,602 | 4,747 | |||||||||
Cash and cash equivalents, beginning of period | 23,927 | 7,325 | 2,578 | |||||||||
Cash and cash equivalents, end of period | $ | 1,199,693 | $ | 23,927 | $ | 7,325 |
See notes to consolidated financial statements.
Consolidated Statements of Cash Flows
For the quarters ended
(In thousands of USD)
Three months |
||||||||
2019 | 2018 | |||||||
Operating activities | ||||||||
Net income (loss) | 61,570 | (9,692 | ) | |||||
Items not affecting cash: | ||||||||
Inventory write down | 24,016 | — | ||||||
Share-based payments | 3,670 | 2,182 | ||||||
Depreciation and amortization | 957 | 928 | ||||||
Share of loss (income) from investments in equity accounted investees | 505 | 773 | ||||||
Non-cash repurposing costs | 4,439 | — | ||||||
Gain on disposal of Whistler | (33 | ) | — | |||||
Gain on revaluation of derivative liabilities | (118,811 | ) | — | |||||
Gain on revaluation of financial liabilities | (50 | ) | — | |||||
Gain on other investments | (2 | ) | 225 | |||||
Deferred income tax (recovery) expense | (58 | ) | — | |||||
Foreign exchange gain | (692 | ) | (1 | ) | ||||
Non-cash sales and marketing | 410 | — | ||||||
Non-cash interest | (25 | ) | — | |||||
Net changes in non-cash working capital | (29,110 | ) | 23,882 | |||||
Cash flows used in operating activities | (53,214 | ) | 18,297 | |||||
Investing activities | ||||||||
Purchase of short term investments | 84,365 | — | ||||||
Repayment of purchase price liability | — | — | ||||||
Investments in equity accounted investees | — | (326 | ) | |||||
Proceeds from sale of other investments | — | (10 | ) | |||||
Payment to exercise Vivo Cannabis ("Vivo") warrants | — | 1 | ||||||
Advances to joint ventures | 816 | (2,291 | ) | |||||
Purchase of property, plant and equipment | (1,042 | ) | (32,625 | ) | ||||
Payments of interest on construction in progress | — | 2 | ||||||
Purchase of intangible assets | 285 | (51 | ) | |||||
Acquisition of Redwood | 2,929 | — | ||||||
Advances on loans receivable | (10,325 | ) | — | |||||
Proceeds from repayment of loans receivable | (1 | ) | — | |||||
Cash assumed on acquisition | (2,957 | ) | — | |||||
Cash assumed on acquisition of Cronos Israel | — | (998 | ) | |||||
Cash flows used in investing activities | 74,070 | (36,298 | ) | |||||
Financing activities | ||||||||
Advance from non-controlling interests | (183 | ) | — | |||||
Repayment of lease liabilities | (505 | ) | — | |||||
Proceeds from |
— | — | ||||||
Proceeds from exercise of Top-up Rights | 35,485 | — | ||||||
Proceeds from exercise of options and warrants | — | (15 | ) | |||||
Withholding taxes paid on share appreciation rights | (54 | ) | (16 | ) | ||||
Proceeds from share issuance | — | — | ||||||
Share issuance costs | — | 26 | ||||||
Proceeds from construction loan payable | — | 11,583 | ||||||
Repayment of construction loan payable | — | — | ||||||
Advance under Credit Facility | — | — | ||||||
Repayment of Credit Facility | — | — | ||||||
Repayment of mortgage payable | — | — | ||||||
Transaction costs paid on construction loan payable | — | — | ||||||
Cash flows provided by financing activities | 34,743 | 11,578 | ||||||
Effect of foreign currency translation on cash and cash equivalents | 29,680 | (1,782 | ) | |||||
Increase (decrease) in cash and cash equivalents | 85,279 | (8,205 | ) | |||||
Cash and cash equivalents, beginning of period | 1,114,414 | 32,132 | ||||||
Cash and cash equivalents, end of period | $ | 1,199,693 | $ | 23,927 |
Non-GAAP Measures
The Company uses certain measures that are not recognized under GAAP. These financial measures are not recognized under GAAP, do not have a standardized meaning prescribed by GAAP and are therefore unlikely to be comparable to similar measures presented by other companies. Rather, these measures are provided as a supplement to those GAAP measures to provide additional information regarding our results of operations from management’s perspective. Accordingly, non-GAAP measures should not be considered a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. All non-GAAP measures presented in this press release are reconciled to their closest reported GAAP measure. Reconciliations of historical adjusted financial measures to corresponding GAAP measures are provided below.
Adjusted operating loss
Management reviews operating loss on an adjusted basis, which excludes certain income and expense items that management believes are not part of underlying operations. These items include repurposing charges. Management does not view these items to be part of underlying results as they may be highly variable, may be infrequent, are difficult to predict and can distort underlying business trends and results.
Management believes that adjusted operating loss provides useful insight into underlying business trends and results and provides a more meaningful comparison of year-over-year results. Management uses adjusted operating loss for planning, forecasting and evaluating business and financial performance, including allocating resources and evaluating results relative to employee compensation targets.
(In thousands of USD) | Three months ended |
Year ended |
||||||||||||||
2019 | 2018 | 2019 | 2018 | |||||||||||||
Reported operating loss | $ | (63,869 | ) | $ | (8,871 | ) | $ | (121,484 | ) | $ | (21,341 | ) | ||||
Adjustments | ||||||||||||||||
Repurposing charges | 7,268 | — | 7,268 | — | ||||||||||||
Adjusted operating loss | (56,601 | ) | (8,871 | ) | (114,216 | ) | (21,341 | ) |
Adjusted operating loss by business segment
Management reviews segment operating loss, which excludes corporate expenses, and adjusted operating loss by business segment, which further excludes certain income and expense items that management believes are not part of the underlying segment’s operations. Corporate expenses are expenses that relate to the consolidated business and not to an individual operating segment while the income and expenses items include repurposing charges. Management does not view the income and expense items above to be part of underlying results of the segment as they may be highly variable, may be infrequent, are difficult to predict and can distort underlying business trends and results.
Management believes that adjusted operating loss by business segment provides useful insight into underlying segment trends and results and will provide a more meaningful comparison of year-over-year results, going forward. Management uses adjusted operating loss by business segment for planning, forecasting and evaluating segment performance, including allocating resources and evaluating results relative to employee compensation.
(In thousands of USD) | Year ended |
||||||||||||||||||
US | RoW | Total Segments | Corporate Expenses | Total | |||||||||||||||
Reported operating loss | $ | (2,777 | ) | $ | (106,928 | ) | $ | (109,705 | ) | $ | (11,779 | ) | $ | (121,484 | ) | ||||
Adjustments | |||||||||||||||||||
Repurposing charges | — | 7,268 | 7,268 | — | 7,268 | ||||||||||||||
Adjusted operating loss | (2,777 | ) | (99,660 | ) | (102,437 | ) | (11,779 | ) | (114,216 | ) |
(In thousands of USD) | Three months |
||||||||||||||||||
US | RoW | Total Segments | Corporate Expenses | Total | |||||||||||||||
Reported operating loss | $ | (1,797 | ) | $ | (59,066 | ) | $ | (60,863 | ) | $ | (3,006 | ) | $ | (63,869 | ) | ||||
Adjustments | |||||||||||||||||||
Repurposing charges | — | 7,268 | 7,268 | — | 7,268 | ||||||||||||||
Adjusted operating loss | (1,797 | ) | (51,798 | ) | (53,595 | ) | (3,006 | ) | (56,601 | ) |
Adjusted EBITDA
Adjusted earnings before interest, tax depreciation and amortization (“Adjusted EBITDA”) is used by management as a supplemental measure to review and assess operating performance and trends on a comparable basis with the rest of the industry, although our measure of Adjusted EBITDA may not be directly comparable to similar measures used by other companies.
Management reviews EBITDA on an adjusted basis, which excludes net income attributable to non-controlling interests, repurposing charges and special items. Special items consist of financing and transaction costs, other non-cash gains (losses) and other unforeseeable, non-recurring charges which management has described below.
(In thousands of USD) | Three months |
Year ended |
||||||||||||||
2019 | 2018 | 2019 | 2018 | |||||||||||||
Net income (loss) | $ | 61,569 | $ | (9,692 | ) | $ | 1,165,574 | $ | (21,817 | ) | ||||||
Adjustments | ||||||||||||||||
Interest expense (income) | (7,514 | ) | (177 | ) | (27,982 | ) | (83 | ) | ||||||||
Income tax expense (recovery) | — | — | — | — | ||||||||||||
Repurposing charges | 7,268 | — | 7,268 | — | ||||||||||||
Financing and transaction costs | 524 | — | 32,208 | — | ||||||||||||
Loss (gain) on revaluation of derivative liabilities | (118,811 | ) | — | (1,276,819 | ) | — | ||||||||||
Loss (gain) on revaluation of financial liabilities | (50 | ) | — | (197 | ) | — | ||||||||||
Loss (gain) on disposal of investments | (34 | ) | 240 | (16,277 | ) | (164 | ) | |||||||||
Share of loss (income) from equity accounted investees | 505 | 758 | 2,009 | 723 | ||||||||||||
Share-based payments | 3,670 | 2,183 | 11,619 | 8,151 | ||||||||||||
Adjusted EBIT | (52,873 | ) | (6,688 | ) | (102,597 | ) | (13,190 | ) | ||||||||
Adjustments | ||||||||||||||||
Depreciation and amortization | 957 | 928 | 3,913 | 1,937 | ||||||||||||
Adjusted EBITDA | (51,916 | ) | (5,760 | ) | (98,684 | ) | (11,253 | ) |
Special Items
Management does not view any of the following special items to be part of the underlying results as they may be highly variable, may be infrequent, may be unpredictable and may distort underlying business results and trends.
Peace Natural Campus repurposing charges
- In Q4 of 2019,
Cronos Group recorded pre-tax charges of$7.2 million related to the Company’s decision to redesign its efforts at the Peace Naturals Campus, which includes impairment costs, inventory write-down, and employee termination benefits.
Financing and transaction costs
- In Full-Year 2019,
Cronos Group recorded pre-tax charges of$32.2 million related to theAltria Investment ; acquisition related costs associated with the Cronos Fermentation and Redwood transactions; and a term loan credit facility. - No financing and transaction costs were recorded in 2018.
Gain on revaluation of derivative liabilities
- In Q4 2019,
Cronos Group recorded a pre-tax unrealized gain of$118.8 million primarily resulting from the non-cash change in the fair value of financial derivative liabilities associated with the investment by Altria Group, Inc. (“Altria”). - In Full-Year 2019,
Cronos Group recorded a pre-tax unrealized gain of$1,276.8 million primarily resulting from the non-cash change in the fair value of financial derivative liabilities associated with the investment by Altria.
Gain on disposal of investments
- In Full-Year 2019,
Cronos Group recorded a pre-tax gain of$21.5 million primarily related to the disposal of shares inWhistler Marijuana Company (“Whistler”) to Aurora Cannabis Inc. (“Aurora”) in connection with Aurora’s acquisition of Whistler. - In Full-Year 2018,
Cronos Group recorded a pre-tax gain of$0.2 million related to the disposal of its investment inAB Cann Global Corporation .
Foreign currency exchange rates
All currency amounts in this Press Release are stated in
The exchange rates used to translate from USD to Canadian dollars (“C$”) is shown below:
(Exchange rates are shown as C$ per $) | As at |
||||||||||||||||
2019 | 2018 | 2017 | |||||||||||||||
Average rate | 1.3268 | 1.2955 | 1.2969 | ||||||||||||||
Spot rate | 1.2990 | 1.3639 | 1.2571 |
For further information, please contact:
Investor Relations
Tel: (416) 504-0004
investor.relations@thecronosgroup.com
Source: Cronos Group Inc.