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This news release constitutes a “designated news release” for the purposes of the Company’s prospectus supplement dated December 3, 2021, to its short form base shelf prospectus dated April 22, 2021.
Calgary, AB, September 14, 2022 − High Tide Inc. (“High Tide” or the “Company”) (NASDAQ: HITI) (TSXV: HITI) (FSE: 2LYA), a leading retail-focused cannabis company with bricks-and-mortar as well as global e-commerce assets, filed its financial results for the third fiscal quarter of 2022 ended July 31, 2022, the highlights of which are included in this news release. The full set of condensed interim consolidated financial statements for the three and nine months ended July 31, 2022 (the “Financial Statements”) and accompanying management’s discussion and analysis can be accessed by visiting High Tide’s website at www.hightideinc.com, its profile pages on SEDAR at www.sedar.com, and EDGAR at www.sec.gov.
Third Quarter 2022 – Financial Highlights:
“Our team continues to deliver strong execution, and this shows in our third quarter results, which feature quarterly revenue of $95 million, representing 98% annual growth, as well as a 176% annual increase in Adjusted EBITDA, making this the tenth consecutive quarter of positive Adjusted EBITDA for High Tide. These impressive numbers come despite hyper-competitive cannabis retail markets across Canada and a global softening of e-commerce sales as pandemic-related restrictions are continuing to be lifted. High Tide now sits within striking distance of having the highest revenue of any cannabis company reporting in Canadian dollars. Our same-store sales have continued their upward trajectory, increasing by 46% year over year and 18% sequentially. This growth continues to be propelled by our innovative discount club model, which is specifically tailored to our Company’s unique position in the market through our diversified ecosystem. I am also very happy to report that our Cabana Club loyalty program, which is the largest of its kind in Canada, now sits at over 750,000 members, which represents more than 12% of the cannabis users across the country, excluding Quebec per Statistics Canada data. This membership number was our initial goal when we launched our discount club model last October, and we have now met our target in under a year. We look forward to rolling out our Cabana Elite program in the near term. This program will let members access additional benefits for a small recurring fee, while the existing Cabana Club program will remain free of charge,” said Raj Grover, President and Chief Executive Officer of High Tide.
“Our rapidly increasing sales and focus on cost control led us to generating $2.3 million in cash flow from operations before non-cash working capital for the quarter ended July 31, 2022, which was up meaningfully versus the prior quarter and the third fiscal quarter of 2021. Our selling, general and administrative expenses (“SG&A”) relative to our peer group has always been conservative; however, we remain focused on further controlling our costs to drive even more cash flows for our shareholders. On the mergers and acquisitions (“M&A”) front, subsequent to the end of the quarter, we added nine stores from Choom Holdings Inc. (“Choom”), and currently have many other prospects which are both accretive and strategic, that we are in the process of analyzing.
“I have always strived to underpromise and over-deliver. This is a value that I consistently instill in our team. We set targets and are held accountable as a team if we do not meet them. I am happy to report that based on our latest financial results, we are consistently outperforming our targets as communicated to the market. One example of this is the fact that we were able to improve our balance sheet with a commitment letter from Connect First Credit Union Ltd. (“connectFirst”), despite the process taking longer than we had initially anticipated. This facility, which is expected to close imminently, will inject additional fuel to power our growth. As of August 2022, our annualized revenue run rate sits at over $400 million, and our Adjusted EBITDA is clearly on the right trajectory. Although, in our view, these strong fundamentals are not currently reflected in our market capitalization, myself and our team maintain a laser-like focus on the continued improvement of our fundamentals, as that is what we can control. We believe that sooner or later, the market sentiment will catch up to our business fundamentals. I would like to give a huge thanks to our customers, team, investors, and Board of Directors for their continued support.” added Mr. Grover.
Third Quarter 2022 – Operational Highlights:
Selected financial information for the three and nine months ended July 31, 2022:
|Three Months Ended July 31||Nine Months Ended July 31|
|Gross Profit Margin||27%||35%||(8%)||29%||36%||(7%)|
|Total Operating Expenses||(30,425)||(23,946)||27%||(89,739)||(60,268)||49%|
|Adjusted EBITDA (1)||4,246||1,540||176%||9,602||10,862||(12%)|
|Loss from Operations||(4,670)||(7,267)||(36%)||(18,305)||(13,823)||32%|
|Loss per Share (Basic)||(0.04)||(0.03)||33%||(0.31)||(0.79)||(61%)|
(1) Adjusted EBITDA is a non-IFRS financial measure.
The following is a reconciliation of Adjusted EBITDA to Net loss:
|Three Months Ended July 31||Nine Months Ended July 31|
|Income Taxes (Recovery)||731||224||(1,133)||688|
|Accretion and Interest||1,048||1,095||4,140||6,635|
|Depreciation and Amortization||7,182||8,299||21,920||22,107|
|Foreign Exchange Loss||120||(28)||324||66|
|Transaction and Acquisition Costs||1,436||1,939||3,014||4,409|
|(Gain) Loss Revaluation of Derivative Liability||(6,078)||(5,919)||(7,331)||8,553|
|Debt Restructuring Gain||–||–||–||(1,145)|
|Loss (gain) on Revaluation of Marketable Securities||146||112||408||256|
|Loss (Gain) on Extinguishment of Debenture||(140)||–||(255)||516|
|Gain on extinguishment of financial liability||784||–|
|Gain on disposal of property and equipment||(2,997)|
|Adjusted EBITDA (1)||4,246||1,540||9,602||10,862|
(Expressed in thousands of Canadian Dollars)
(1) Earnings before interest, taxes, depreciation, and amortization (“EBITDA”) and Adjusted EBITDA. These measures do not have a standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other issuers. Non-IFRS measures provide investors with a supplemental measure of the Company’s operating performance and therefore highlight trends in Company’s core business that may not otherwise be apparent when relying solely on IFRS measures. Management uses non-IFRS measures in measuring the financial performance of the Company.
High Tide continues to be the largest non-franchised cannabis bricks-and-mortar retail chain in Canada, with 140 locations across the country and expects to reach its target of 150 by the end of the calendar year. The Company’s launch of its innovative discount club model near the end of the fourth fiscal quarter of 2021 has driven remarkable same-store sales increases. These gains have been magnified by organic store openings and M&A activity leading to a sustained upward trend in its market share across the country. The Company currently has three stores in the province of British Columbia, and a clear path to reach eight, the maximum allowable today by any one entity, in the near term, via both organic openings as well as accretive M&A.
As previously stated, the Company is currently on an annual revenue run rate exceeding $400 million which puts it within striking distance of being the top revenue-generating cannabis company which reports in Canadian dollars. Canna Cabana possesses the largest loyalty program in Canadian cannabis with over 750,000 members, which represents over 90% of daily transactions. The Company anticipates launching a paid version of the Cabana Club, Cabana Elite membership program, by the end of the calendar year, which should monetize this base even further.
The Company first launched its white label offerings in June 2022 in the province of Saskatchewan, under the name Cabana Cannabis Co., and expects to launch in Ontario beginning next week. Over the long-term, the Company expects these offerings to reach 25% of total sales, which should provide a meaningful boost to profitability. The Company has many benefits from its diversified ecosystem, one of which is the ability to bring its existing international CBD brands (NuLeaf Naturals, FABCBD and Blessed CBD) to Canada and sell them in its nationally-leading store network. The Company anticipates entering into new markets and distribution platforms for its ancillary cannabis business lines in fiscal 2023.
High Tide Earnings Event Webcast
The Company will host a webcast and conference call to discuss the Financial Statements at 5:30 PM (Eastern Time) today, Wednesday, September 14, 2022.
Webcast Link for High Tide Earnings Event: https://events.q4inc.com/attendee/992967987
Participants may pre-register for the webcast by clicking on the link above prior to the beginning of the live webcast. Three hours after the live webcast, a replay of the webcast will be available at the same link above.
Participants who wish to ask questions during the event may do so through the call-in line, the access information for which is as follows:
Canada Dial-In Number (Toll-Free): +1 833 950 0062
Canada Dial-In Number (Local): +1 226 828 7575
United States Dial-In Number (Toll-Free): +1 844 200 6205
United States Dial-In Number (Local): +1 646 904 5544
Dial-In Number for All Other Locations: +1 929 526 1599
Participant Access Code: 619859
*Participants will need to enter the participant access code before being met by a live operator*
ATM PROGRAM QUARTERLY UPDATE
Pursuant to the Company’s at-the-market equity offering program (the “ATM Program“) that allows the Company to issue up to $40 million (or the equivalent in U.S. dollars) of common shares (“Common Shares“) from treasury to the public from time to time, at the Company’s discretion and subject to regulatory requirements, as required pursuant to National Instrument 44-102 – Shelf Distributions and the policies of the TSX Venture Exchange (the “TSXV”), the Company announces that, during its third quarter ended July 31, 2022, the Company has issued an aggregate of 34,900 Common Shares over the TSXV and Nasdaq Capital Market (“Nasdaq”), for aggregate gross proceeds to the Company of $0.1 million (compared to the three and six months ended April 30, 2022: 1,336,313 Common Shares; $7.4 million; and three months ended January 31, 2022: 130,197 Common Shares; $0.8 million).
Pursuant to an equity distribution agreement dated December 3, 2021, entered into among the Company, ATB Capital Markets Inc. and ATB Capital Markets USA Inc. (the “Agents“), associated with the ATM Program (the “Equity Distribution Agreement”), a cash commission of less than $0.01 million on the aggregate gross proceeds raised was paid to the Agents in connection with their services under the Equity Distribution Agreement during the third quarter ended July 31, 2022 (compared to the three and six months ended April 30, 2022: $0.1 million; and three months ended January 31, 2022: $0.01 million).
The Company intends to use the net proceeds of the ATM Program, if any, and at the discretion of the Company, to fund strategic initiatives it is currently developing, to support the growth and development of the Company’s existing operations, funding future acquisitions as well as working capital and general corporate purposes.
Common Shares issued pursuant to the ATM Program will be issued pursuant to a prospectus supplement dated December 3, 2021 (the “Canadian Prospectus Supplement“) to the Company’s final base shelf prospectus dated April 22, 2021, filed with the securities commissions or similar regulatory authorities in each of the provinces and territories of Canada (the “Canadian Shelf Prospectus”) and pursuant to a prospectus supplement dated December 3, 2021 (the “U.S. Prospectus Supplement”) to the Company’s U.S. base prospectus dated September 17, 2021 (the “U.S. Base Prospectus”) included in its registration statement on Form F-10 (the “Registration Statement”) and filed with the U.S. Securities and Exchange Commission (the “SEC”). The Canadian Prospectus Supplement and Canadian Shelf Prospectus are available for download from SEDAR at www.sedar.com, and the U.S. Prospectus Supplement, the U.S. Base Prospectus and Registration Statement are accessible via EDGAR on the SEC’s website at www.sec.gov.
The ATM Program is effective until the earlier of (i) the date that all Common Shares available for issue under the ATM Program have been sold, (ii) the date the Canadian Prospectus Supplement in respect of the ATM Program or Canadian Shelf Prospectus is withdrawn and (iii) the date that the ATM Program is terminated by the Company or Agents.
OMNIBUS PLAN IMPLEMENTATION
On April 19, 2022, the board of directors of the Company (the “Board”) approved the 2022 equity incentive plan of the Company (the “Omnibus Plan”), which was effective June 2, 2022, upon the Company receiving disinterested shareholder approval at the annual general meeting and special meeting of shareholders of the Company (the “Effective Date”), pursuant to which it is able to issue share-based and cash-based long-term incentives to eligible participants. A copy of the Omnibus Plan is available under the Company’s SEDAR profile at www.sedar.com.
The Omnibus Plan replaced the former stock option plan (the “Stock Option Plan”) and restricted share unit plan (the “RSU Plan”) of the Company (together, the “Predecessor Plans”).
All directors, officers, employees, management company employees and consultants of the Company and/or its affiliates (“Participants”) are eligible to receive Awards (as defined below) under the Omnibus Plan, subject to the terms of the Omnibus Plan. Awards include stock options (“Options”), stock appreciation rights (“Stock Appreciation Rights”), restricted share awards (“Restricted Share Awards”), restricted share units (“RSUs”), performance shares (“Performance Shares”), performance units (“Performance Units”), cash-based awards (“Cash-Based Awards”) and other share-based awards (collectively, the “Awards”), under the Omnibus Plan.
Purpose of the Omnibus Plan
The Omnibus Plan serves several purposes for the Company. One purpose is to advance the interests of the Company by developing the interests of Participants in the growth and development of the Company by providing such persons with the opportunity to acquire a proprietary interest in the Company. All Participants are considered eligible to be selected to receive an Award under the Omnibus Plan. Another purpose is to attract and retain key talent and valuable personnel, who are necessary to the Company’s success and reputation, with a competitive compensation mechanism. Finally, the Omnibus Plan will align the interests of Participants with those of shareholders by devising a compensation mechanism which encourages the prudent maximization of distributions to shareholders and long-term growth.
The Omnibus Plan is administered by the Board, and/or if applicable, a committee of the Board.
Omnibus Plan Maximum, Limits and Vesting Restrictions
The maximum number of Common Shares available and reserved for issuance, at any time, under the Omnibus Plan, together with any other security-based compensation arrangements adopted by the Company, including the Predecessor Plans, has been fixed at 20% of the issued and outstanding Common Shares on the Effective Date, namely 12,617,734 Common Shares.
Common Shares underlying outstanding Awards that for any reason expire or are terminated, forfeited or cancelled shall again be available for issuance under the Omnibus Plan. Also, any Common Shares forfeited, cancelled or otherwise not issued for any reason under the predecessor Options and/or predecessor RSUs pursuant to the Stock Option Plan and RSU Plan, respectively, shall be available for grants under the Omnibus Plan. Any predecessor Options and/or predecessor RSUs outstanding under the Predecessor Plans shall remain subject to the terms of those awards and the Stock Option Plan and RSU Plan, respectively.
Awards that by their terms are to be settled solely in cash shall not be counted against the maximum number of Common Shares available for the issuance of Awards under the Omnibus Plan.
No Awards, other than Options, may vest before the date that is one year following the date it is granted or issued, although the vesting required of any such Awards may be accelerated for a Participant who dies or who ceases to be an eligible Participant under the Omnibus Plan in connection with a Change in Control (as such term is defined in the Omnibus Plan), take-over bid, reverse takeover or other similar transaction.
The aggregate number of Awards which may be granted to any one Participant that is a consultant of the Company in any 12-month period must not exceed 2% of the issued Common Shares calculated at the first such grant date. In addition, the aggregate number of Options granted to all persons retained to provide investor relations activities must not exceed 2% of the issued Common Shares in any 12-month period calculated at the first such grant date (and including any Participant that performs investor relations activities and/or whose role or duties primarily consist of investor relations activities) and any such Options granted to any person retained to provide investor relations activities must vest in a period of not less than 12 months from the date of grant of the Award and with no more than 25% of the Options vesting in any three month period notwithstanding any other provision of the Omnibus Plan. The maximum aggregate number of Common Shares that are issuable pursuant to all Awards granted or issued to Insiders (as such term is defined in the Omnibus Plan), as a group, must not exceed 10% of the issued and outstanding Common Shares at any point in time, unless the Company has obtained the requisite disinterested shareholder approval. The maximum aggregate number of Common Shares that are issuable pursuant to all Awards granted or issued in any 12-month period to Insiders, as a group, must not exceed 10% of the issued and outstanding Common Shares, calculated as at the date any Award is granted or issued to any Insider, unless the Company has obtained the requisite disinterested shareholder approval. The maximum aggregate number of Common Shares issuable pursuant to Awards granted to any one Participant in any 12-month period must not exceed 5% of the issued and outstanding Common Shares, calculated on the date the Award is granted or issued to the Participant, unless the Company has obtained the requisite disinterested shareholder approval. Participants who provide investor relations activities may not receive any Awards other than Options.
ABOUT HIGH TIDE
High Tide is a leading retail-focused cannabis company with bricks-and-mortar as well as global e-commerce assets. The Company is the largest Canadian retailer of recreational cannabis as measured by revenue, with 140 current locations spanning Ontario, Alberta, British Columbia, Manitoba, and Saskatchewan. The Company is also North America’s first cannabis discount club retailer, under the Canna Cabana banner, which is the single-largest cannabis retail brand in Canada with additional locations under development across the country. High Tide’s portfolio also includes retail kiosks and smart locker technology – Fastendr™. High Tide has been serving consumers for over a decade through its established e-commerce platforms including Grasscity.com, Smokecartel.com, Dailyhighclub.com, and Dankstop.com and more recently in the hemp-derived CBD space through Nuleafnaturals.com, FABCBD.com, BlessedCBD.co.uk, BlessedCBD.de, and Amazon United Kingdom, as well as its wholesale distribution division under Valiant Distribution, including the licensed entertainment product manufacturer Famous Brandz. High Tide was featured in the third annual Report on Business Magazine’s ranking of Canada’s Top Growing Companies in 2021 and was named as one of the top 10 performing diversified industries stocks in the 2022 TSX Venture 50™. High Tide’s strategy as a parent company is to extend and strengthen its integrated value chain, while providing a complete customer experience and maximizing shareholder value.
For more information about High Tide Inc., please visit www.hightideinc.com, its profile page on SEDAR at www.sedar.com, and its profile page on EDGAR at www.sec.gov.
Senior Vice President – Corporate and Public Affairs
High Tide Inc.
Capital Markets Advisor
High Tide Inc.
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