Charlotte's Web Holdings Reports Q2-2020 Results

Charlotte's Web Holdings Reports Q2-2020 Results

<p class="canvas-atom canvas-text Mb(1.0em) Mb(0)–sm Mt(0.8em)–sm" type="text" content="ecommerce growth of 33.6% largely offsets declines in retail sales due to COVID-19” data-reactid=”12″>ecommerce growth of 33.6% largely offsets declines in retail sales due to COVID-19

<p class="canvas-atom canvas-text Mb(1.0em) Mb(0)–sm Mt(0.8em)–sm" type="text" content="BOULDER, Colo., Sept. 14, 2020 /CNW/ -&nbsp;(TSX: CWEB) (OTCQX: CWBHF), Charlotte’s Web Holdings, Inc. ("Charlotte’s Web" or the "Company") the market share leader in full spectrum cannabidiol (CBD) hemp extract products, today reported financial results for the second quarter ended June&nbsp;30, 2020. All amounts are expressed in United States dollars unless otherwise noted. Certain metrics, including those expressed on an adjusted basis, are non-IFRS measures (see "Non-GAAP Measures" below).” data-reactid=”13″>BOULDER, Colo., Sept. 14, 2020 /CNW/ – (TSX: CWEB) (OTCQX: CWBHF), Charlotte’s Web Holdings, Inc. (“Charlotte’s Web” or the “Company”) the market share leader in full spectrum cannabidiol (CBD) hemp extract products, today reported financial results for the second quarter ended June 30, 2020. All amounts are expressed in United States dollars unless otherwise noted. Certain metrics, including those expressed on an adjusted basis, are non-IFRS measures (see “Non-GAAP Measures” below).

TSX:CWEB - Charlotte's Web is the market leader in hemp CBD extract products and is a Certified B Corp publicly traded company. (CNW Group/Charlotte's Web Holdings, Inc.)TSX:CWEB - Charlotte's Web is the market leader in hemp CBD extract products and is a Certified B Corp publicly traded company. (CNW Group/Charlotte's Web Holdings, Inc.)
TSX:CWEB – Charlotte’s Web is the market leader in hemp CBD extract products and is a Certified B Corp publicly traded company. (CNW Group/Charlotte’s Web Holdings, Inc.)

<p class="canvas-atom canvas-text Mb(1.0em) Mb(0)–sm Mt(0.8em)–sm" type="text" content="Q2-2020 Financial Highlights” data-reactid=”26″>Q2-2020 Financial Highlights

  • Consolidated revenue of $21.6 million vs. $25.0 million in Q2-2019
  • Adjusted gross profit of $14.0 million (excluding inventory provisions), or 64.8% of consolidated revenue
  • Adjusted EBITDA loss of $5.7 million
  • Direct-to-Consumer (“DTC”) eCommerce sales increased 33.6% year-over-year and contributed 71.8% of Q2 revenue
  • $99.8 million cash and $155.0 million working capital on June 30, 2020

<p class="canvas-atom canvas-text Mb(1.0em) Mb(0)–sm Mt(0.8em)–sm" type="text" content="Business Highlights” data-reactid=”37″>Business Highlights

  • Awarded utility patent protecting Charlotte’s Web proprietary varietal
  • Completed acquisition of Abacus Health Products, Inc.
  • Surpassed 21,000 unique retail doors
  • Commenced Abacus product cross-selling though Charlotte’s Web leading DTC channel
  • Commenced clinical study on CBD effect on liver health with ValidCare
  • Moved warehousing and fulfillment operations into new 137,000 sq ft facility
  • Awarded B Corp™ certification for excellence in ESG
  • Completed $54 million financing for expansion and working capital

<p class="canvas-atom canvas-text Mb(1.0em) Mb(0)–sm Mt(0.8em)–sm" type="text" content="Q2-2020 Business Review” data-reactid=”47″>Q2-2020 Business Review

<p class="canvas-atom canvas-text Mb(1.0em) Mb(0)–sm Mt(0.8em)–sm" type="text" content="COVID-19
COVID-19 has impacted the Company’s retail and health practitioner channels due to lower foot traffic and temporary location closures under the pandemic. Limited disruption has occurred within production and manufacturing operations, however the Company‎’‎s back office and reporting functions have been impacted and additional time was required for the consolidated second quarter filing.” data-reactid=”48″>COVID-19
COVID-19 has impacted the Company’s retail and health practitioner channels due to lower foot traffic and temporary location closures under the pandemic. Limited disruption has occurred within production and manufacturing operations, however the Company‎’‎s back office and reporting functions have been impacted and additional time was required for the consolidated second quarter filing.

<p class="canvas-atom canvas-text Mb(1.0em) Mb(0)–sm Mt(0.8em)–sm" type="text" content="Acquisition of Abacus Health
On June 11, 2020 Charlotte’s Web completed the acquisition of Abacus Health Products, Inc. ("Abacus") in an all-stock transaction. Abacus is a leading provider of over-the-counter ("OTC") topical products for pain relief and skincare containing CBD hemp extracts. The acquisition greatly extends Charlotte’s Web’s product offerings and reach and solidifies a commanding position in the U.S. hemp CBD topicals category. In the third quarter, Charlotte’s Web commenced implementing operating cost synergies with Abacus and will continue through the remainder of the year. Further cost synergies are targeted in 2021 through integration into the Company’s new production and fulfillment center.
” data-reactid=”49″>Acquisition of Abacus Health
On June 11, 2020 Charlotte’s Web completed the acquisition of Abacus Health Products, Inc. (“Abacus”) in an all-stock transaction. Abacus is a leading provider of over-the-counter (“OTC”) topical products for pain relief and skincare containing CBD hemp extracts. The acquisition greatly extends Charlotte’s Web’s product offerings and reach and solidifies a commanding position in the U.S. hemp CBD topicals category. In the third quarter, Charlotte’s Web commenced implementing operating cost synergies with Abacus and will continue through the remainder of the year. Further cost synergies are targeted in 2021 through integration into the Company’s new production and fulfillment center.

<p class="canvas-atom canvas-text Mb(1.0em) Mb(0)–sm Mt(0.8em)–sm" type="text" content="B-Corp Certification
Subsequent to the close of the second quarter, Charlotte’s Web became certified as a B Corporation ("B Corp™").&nbsp; B Corps are for-profit companies that use the power of business to build a more inclusive and sustainable economy, and the certification recognizes Charlotte’s Web’s rigorous standards for social and environmental performance, transparency, and accountability. B Corp status aligns with the Company’s mission-based principles including a focus on sustainable and regenerative organic farming methods, water stewardship, and a low carbon footprint. CW is the only publicly traded CBD B-Corp certified company.” data-reactid=”50″>B-Corp Certification
Subsequent to the close of the second quarter, Charlotte’s Web became certified as a B Corporation (“B Corp™”).  B Corps are for-profit companies that use the power of business to build a more inclusive and sustainable economy, and the certification recognizes Charlotte’s Web’s rigorous standards for social and environmental performance, transparency, and accountability. B Corp status aligns with the Company’s mission-based principles including a focus on sustainable and regenerative organic farming methods, water stewardship, and a low carbon footprint. CW is the only publicly traded CBD B-Corp certified company.

<p class="canvas-atom canvas-text Mb(1.0em) Mb(0)–sm Mt(0.8em)–sm" type="text" content=""Second quarter revenue was below expectations due to the impact of COVID-19 on retail sales," stated Deanie Elsner, CEO of Charlotte’s Web. "However, our DTC sales increased 33.6%, largely offsetting declines in B2B retail sales.&nbsp; We made excellent progress building out our infrastructure and expanding our products portfolio with the closing of the Abacus acquisition.&nbsp; Abacus CBD Medic™ products are now being sold through our online store and we look forward to realizing more cross-selling revenue synergies with Abacus through our FDM partners."” data-reactid=”51″>”Second quarter revenue was below expectations due to the impact of COVID-19 on retail sales,” stated Deanie Elsner, CEO of Charlotte’s Web. “However, our DTC sales increased 33.6%, largely offsetting declines in B2B retail sales.  We made excellent progress building out our infrastructure and expanding our products portfolio with the closing of the Abacus acquisition.  Abacus CBD Medic™ products are now being sold through our online store and we look forward to realizing more cross-selling revenue synergies with Abacus through our FDM partners.”

<p class="canvas-atom canvas-text Mb(1.0em) Mb(0)–sm Mt(0.8em)–sm" type="text" content="Q2-2020 Financial Review” data-reactid=”52″>Q2-2020 Financial Review

The following table sets forth selected financial information for the periods indicated.

Three months ended

Six months ended

June 30,

June 30,

U.S. $ millions, except per share data

2020

2019

2020

2019

Revenue

$

21.6

$

25.0

$

43.1

$

46.7

Gross profit before biological assets adjustment

11.5

18.5

26.5

34.3

Net impact, fair value of biological assets

(0.4)

(0.1)

(0.5)

Gross profit

11.5

18.8

26.6

34.8

Operating expenses

29.5

16.2

52.8

29.5

Other income, net

(4.0)

(7.0)

(Loss) income before taxes

(14.4)

2.8

(19.6)

5.9

Net (loss) income

$

(14.4)

$

2.2

$

(25.9)

$

4.5

EPS basic

$

(0.13)

$

0.02

$

(0.23)

$

0.05

EPS diluted

$

(0.13)

$

0.02

$

(0.23)

$

0.04

Adjusted EBITDA

$

(5.7)

$

3.8

$

(11.4)

$

8.0

Assets:

June 30, 2020

March 31, 2020

December 31, 2019

Cash and cash equivalents

$

99.8

$

53.0

$

68.6

Total assets

$

357.6

$

190.2

$

222.9

Liabilities:

Long-term liabilities

$

40.8

$

32.9

$

39.8

Total liabilities

$

86.7

$

62.5

$

69.2

The following information sets forth selected quarterly revenue information for the Company’s recent fiscal quarters.

U.S. $ millions

Q2
2020

Q1
2020

Q4
2019

Q3
2019

Q2
2019

Q1
2019

Q4
2018

Q3
2018

Revenue

$

21.6

$

21.5

$

22.8

$

25.1

$

25.0

$

21.7

$

21.5

$

17.7

<p class="canvas-atom canvas-text Mb(1.0em) Mb(0)–sm Mt(0.8em)–sm" type="text" content="Consolidated second quarter revenue decreased to $21.6 million, as compared to $25.0 million in 2019 partly due to COVID-19 reduced foot traffic for retailers and temporary closures. Strong DTC sales largely offset a 54.5% decrease in B2B retail sales which accounted for 28.2% of total revenue in the quarter. DTC net sales grew by 33.6% year-over-year as online traffic and high conversion rates increased through ongoing marketing and social media programs. Year-over-year new consumer acquisitions increased 25% and conversion rates increased 77%. DTC net revenue accounted for 71.8% of total revenue in the second quarter compared to 46.4% for the same period in the prior year.” data-reactid=”59″>Consolidated second quarter revenue decreased to $21.6 million, as compared to $25.0 million in 2019 partly due to COVID-19 reduced foot traffic for retailers and temporary closures. Strong DTC sales largely offset a 54.5% decrease in B2B retail sales which accounted for 28.2% of total revenue in the quarter. DTC net sales grew by 33.6% year-over-year as online traffic and high conversion rates increased through ongoing marketing and social media programs. Year-over-year new consumer acquisitions increased 25% and conversion rates increased 77%. DTC net revenue accounted for 71.8% of total revenue in the second quarter compared to 46.4% for the same period in the prior year.

Three months ended

Year-over-year

Six months ended

Year-over-year

June 30,

% Increase (Decrease)

June 30,

% Increase (Decrease)

2020

2019

2020

2019

Revenue – U.S. $ millions

$

21.6

$

25.0

(13.6)

%

$

43.1

$

46.7

(7.7)

%

Direct-to-consumer (“DTC”)

$

15.5

$

11.6

33.6

%

$

29.6

$

22.5

31.6

%

Business-to-business (“B2B”)

$

6.1

$

13.4

(54.5)

%

$

13.5

$

24.2

(44.2)

%

1Percentages for the three and six months ended June 30, 2019 were recategorized to conform with 2020 categorization.

Adjusted gross margin (prior to biological asset adjustments and inventory provisions) was 64.8%, compared to 74.0% last year and 69.8% in the first quarter of 2020. After adjustments gross margin was 53.2% of net revenue, compared to 75.2% for the second quarter of 2019 and 70.2% in Q1-2020.

<p class="canvas-atom canvas-text Mb(1.0em) Mb(0)–sm Mt(0.8em)–sm" type="text" content="Operating expenses were $29.5 million, increasing 82.1% year-over-year from $16.2 million. The increase reflects the Company’s investments in capacity expansion and transition to a consumer-packaged goods ("CPG") operating company capable of supporting mass retail channel growth. The increase includes approximately $6 million of extraordinary expenses related to the Abacus acquisition and legal fees associated with brand and intellectual property protection. Subsequent to Q2-2019, operating expenses increased as the Company relocated into larger office facilities in Boulder, Colorado and added senior CPG management to the leadership team along with related personnel.” data-reactid=”69″>Operating expenses were $29.5 million, increasing 82.1% year-over-year from $16.2 million. The increase reflects the Company’s investments in capacity expansion and transition to a consumer-packaged goods (“CPG”) operating company capable of supporting mass retail channel growth. The increase includes approximately $6 million of extraordinary expenses related to the Abacus acquisition and legal fees associated with brand and intellectual property protection. Subsequent to Q2-2019, operating expenses increased as the Company relocated into larger office facilities in Boulder, Colorado and added senior CPG management to the leadership team along with related personnel.

Lower than expected revenue has resulted in an increase in operating expenses as a percent of revenue. Management is initiating an expense optimization program targeting a 10 percent reduction in consolidated expense run rate by the end of 2020.

<p class="canvas-atom canvas-text Mb(1.0em) Mb(0)–sm Mt(0.8em)–sm" type="text" content="Adjusted EBITDA for the quarter was negative $5.7 million, compared to positive EBITDA of $3.8 million for the second quarter of 2019. The Adjusted EBITDA ratio during the second quarter reflects lower sales and the substantial investments to support expected future revenue growth from the F/D/M channel.” data-reactid=”71″>Adjusted EBITDA for the quarter was negative $5.7 million, compared to positive EBITDA of $3.8 million for the second quarter of 2019. The Adjusted EBITDA ratio during the second quarter reflects lower sales and the substantial investments to support expected future revenue growth from the F/D/M channel.

<p class="canvas-atom canvas-text Mb(1.0em) Mb(0)–sm Mt(0.8em)–sm" type="text" content=""The pandemic has had a larger and longer impact than we anticipated on retail and health practitioners," explained Russ Hammer, Chief Financial Officer of Charlotte’s Web. "We are seeing improvements and a stronger back half in our DTC channel, but without a meaningful opening up of the economy and health practitioner channel we expect only flat to modest consolidated net revenue growth for 2020. Our long view market opportunity remains intact and we continue to add new customers, doors, and products. Our Q3 revenues are trending ahead of Q2 sales levels and we anticipate reopening of retail locations in the U.S. will support a positive growth trend. As we see resolutions in COVID-19 and hemp CBD regulations or legislation we can see the category build towards its full potential." See the advisories contained under "Forward-Looking Information" below.” data-reactid=”72″>”The pandemic has had a larger and longer impact than we anticipated on retail and health practitioners,” explained Russ Hammer, Chief Financial Officer of Charlotte’s Web. “We are seeing improvements and a stronger back half in our DTC channel, but without a meaningful opening up of the economy and health practitioner channel we expect only flat to modest consolidated net revenue growth for 2020. Our long view market opportunity remains intact and we continue to add new customers, doors, and products. Our Q3 revenues are trending ahead of Q2 sales levels and we anticipate reopening of retail locations in the U.S. will support a positive growth trend. As we see resolutions in COVID-19 and hemp CBD regulations or legislation we can see the category build towards its full potential.” See the advisories contained under “Forward-Looking Information” below.

<p class="canvas-atom canvas-text Mb(1.0em) Mb(0)–sm Mt(0.8em)–sm" type="text" content="Balance Sheet and Cash Flow
The Company used $7.1 million of cash in operations during the second quarter of 2020 compared to $11.5 million of cash used in operations during the second quarter of 2019, primarily due to the increase in changes in working capital. The overall increase in cash flows during the second quarter of 2020 is primarily driven by proceeds from the Company’s public offering completed in June 2020. The Company’s cash and working capital at June&nbsp;30, 2020 were $99.8 million and $155.0 million, respectively, compared to $68.6 million and $116.9 million at December 31, 2019.” data-reactid=”73″>Balance Sheet and Cash Flow
The Company used $7.1 million of cash in operations during the second quarter of 2020 compared to $11.5 million of cash used in operations during the second quarter of 2019, primarily due to the increase in changes in working capital. The overall increase in cash flows during the second quarter of 2020 is primarily driven by proceeds from the Company’s public offering completed in June 2020. The Company’s cash and working capital at June 30, 2020 were $99.8 million and $155.0 million, respectively, compared to $68.6 million and $116.9 million at December 31, 2019.

Three months ended

June 30

2020

2019

$ Change

% Change

Cash beginning of period

$

53.0

$

69.1

$

(16.1)

(23.3)

%

Cash flows from (used in):

Operating activities

(7.1)

(11.5)

4.4

(38.3)

%

Investing activities

0.8

(5.5)

6.3

(114.5)

%

Financing activities

53.1

(0.7)

53.8

(7,685.7)

%

Cash, end of period

$

99.8

$

51.4

$

48.4

94.2

%

<p class="canvas-atom canvas-text Mb(1.0em) Mb(0)–sm Mt(0.8em)–sm" type="text" content="Consolidated Financial Statements and Management’s Discussion and Analysis
The Company’s unaudited financial statements and accompanying notes for the periods ended June&nbsp;30, 2020 and 2019 and related management’s discussion and analysis of financial condition and results of operations ("MD&amp;A") are available under the Company’s profile on SEDAR at www.sedar.com and on the Investor Relations section of the Company’s website at https://investors.charlottesweb.com.” data-reactid=”76″>Consolidated Financial Statements and Management’s Discussion and Analysis
The Company’s unaudited financial statements and accompanying notes for the periods ended June 30, 2020 and 2019 and related management’s discussion and analysis of financial condition and results of operations (“MD&A”) are available under the Company’s profile on SEDAR at www.sedar.com and on the Investor Relations section of the Company’s website at https://investors.charlottesweb.com.

<p class="canvas-atom canvas-text Mb(1.0em) Mb(0)–sm Mt(0.8em)–sm" type="text" content="Conference Call
Management will host a conference call to discuss the Company’s second quarter 2020 results at 8:30a.m. ET on Monday, September&nbsp;14, 2020. To participate in the call, please dial 1-647-427-7450 or 1-888-231-8191 approximately 10 minutes before the conference call and provide conference ID 4570749. A recording of the call will be available through September 24, 2020. To listen to the rebroadcast please dial 1-416-849-0833 and provide the same conference ID.” data-reactid=”77″>Conference Call
Management will host a conference call to discuss the Company’s second quarter 2020 results at 8:30a.m. ET on Monday, September 14, 2020. To participate in the call, please dial 1-647-427-7450 or 1-888-231-8191 approximately 10 minutes before the conference call and provide conference ID 4570749. A recording of the call will be available through September 24, 2020. To listen to the rebroadcast please dial 1-416-849-0833 and provide the same conference ID.

A webcast of the call can be accessed through the investor relations section of the Charlotte’s Web website.

<p class="canvas-atom canvas-text Mb(1.0em) Mb(0)–sm Mt(0.8em)–sm" type="text" content="About Charlotte’s Web Holdings, Inc.
Charlotte’s Web Holdings, Inc., headquartered in Boulder, Colo., is the market leader in the production and distribution of innovative hemp-derived cannabidiol ("CBD") wellness products. The Company was founded by the Stanley Brothers with a mission to unleash the healing powers of botanicals with compassion and science, benefitting the planet and all who live upon it. The Company’s premium quality products start with proprietary hemp genetics that are 100-percent American farm grown and responsibly manufactured into hemp-derived CBD extracts naturally containing a full spectrum of phytocannabinoids, including CBD, terpenes, flavonoids and other beneficial hemp compounds.&nbsp; Charlotte’s Web product categories include CBD Oil tinctures (liquid products), CBD capsules, CBD topicals, as well as CBD pet products.&nbsp; Charlotte’s Web hemp-derived CBD extracts are sold through select distributors, more than 21,000 brick and mortar retailers, and online through the Company’s website at www.CharlottesWeb.com.” data-reactid=”79″>About Charlotte’s Web Holdings, Inc.
Charlotte’s Web Holdings, Inc., headquartered in Boulder, Colo., is the market leader in the production and distribution of innovative hemp-derived cannabidiol (“CBD”) wellness products. The Company was founded by the Stanley Brothers with a mission to unleash the healing powers of botanicals with compassion and science, benefitting the planet and all who live upon it. The Company’s premium quality products start with proprietary hemp genetics that are 100-percent American farm grown and responsibly manufactured into hemp-derived CBD extracts naturally containing a full spectrum of phytocannabinoids, including CBD, terpenes, flavonoids and other beneficial hemp compounds.  Charlotte’s Web product categories include CBD Oil tinctures (liquid products), CBD capsules, CBD topicals, as well as CBD pet products.  Charlotte’s Web hemp-derived CBD extracts are sold through select distributors, more than 21,000 brick and mortar retailers, and online through the Company’s website at www.CharlottesWeb.com.

<p class="canvas-atom canvas-text Mb(1.0em) Mb(0)–sm Mt(0.8em)–sm" type="text" content="The rate the Company pays for agricultural products reflects a fair and sustainable rate driving higher quality yield, encouraging regenerative farming practices, and supporting U.S. farming communities. As a B Labs certified B Corporation™ and a Benefit Company, Charlotte's Web is a socially and environmentally conscious company and is committed to using business as a force for good and a catalyst for innovation. The Company weighs sound business decisions with consideration of the impact of their decisions on all stakeholders: customers, workers, communities, and the environment, while maximizing profits and strengthening its brands which include Charlotte's Web™, CBD Medic™, CBD Clinic™, and Harmony Hemp. The Company’s management believes that its socially oriented actions have a positive impact on the Company, its employees and its shareholders.&nbsp;” data-reactid=”80″>The rate the Company pays for agricultural products reflects a fair and sustainable rate driving higher quality yield, encouraging regenerative farming practices, and supporting U.S. farming communities. As a B Labs certified B Corporation™ and a Benefit Company, Charlotte’s Web is a socially and environmentally conscious company and is committed to using business as a force for good and a catalyst for innovation. The Company weighs sound business decisions with consideration of the impact of their decisions on all stakeholders: customers, workers, communities, and the environment, while maximizing profits and strengthening its brands which include Charlotte’s Web™, CBD Medic™, CBD Clinic™, and Harmony Hemp. The Company’s management believes that its socially oriented actions have a positive impact on the Company, its employees and its shareholders. 

<p class="canvas-atom canvas-text Mb(1.0em) Mb(0)–sm Mt(0.8em)–sm" type="text" content="Shares of Charlotte's Web trade on the Toronto Stock Exchange (TSX) under the symbol "CWEB" and are quoted in U.S. Dollars in the United States on the OTCQX under the symbol "CWBHF". As of September 11, 2020, Charlotte’s Web had 104,672,925 Common Shares outstanding and 85,738.458 Proportional Voting Shares convertible at 400:1 into Common Shares, for an effective equivalent of 138,968,308 Common Shares outstanding.” data-reactid=”81″>Shares of Charlotte’s Web trade on the Toronto Stock Exchange (TSX) under the symbol “CWEB” and are quoted in U.S. Dollars in the United States on the OTCQX under the symbol “CWBHF”. As of September 11, 2020, Charlotte’s Web had 104,672,925 Common Shares outstanding and 85,738.458 Proportional Voting Shares convertible at 400:1 into Common Shares, for an effective equivalent of 138,968,308 Common Shares outstanding.

<p class="canvas-atom canvas-text Mb(1.0em) Mb(0)–sm Mt(0.8em)–sm" type="text" content="Non-GAAP Measures” data-reactid=”82″>Non-GAAP Measures

<p class="canvas-atom canvas-text Mb(1.0em) Mb(0)–sm Mt(0.8em)–sm" type="text" content="Certain supplementary measures in this news release do not have any standardized meaning as prescribed under International Financial Reporting Standards ("IFRS"), which are also generally accepted accounting principles ("GAAP") for publicly accountable entities in Canada, and, therefore, are considered non-GAAP measures. Since non-GAAP measures are unlikely to be comparable to similar measures presented by other companies, securities regulations require that non-GAAP measures be clearly defined, qualified and reconciled to their nearest GAAP measure. Except as otherwise indicated, these non-GAAP measures are calculated and disclosed by Charlotte’s Web on a consistent basis from period to period. Specific adjusting items may only be relevant in certain periods.” data-reactid=”83″>Certain supplementary measures in this news release do not have any standardized meaning as prescribed under International Financial Reporting Standards (“IFRS”), which are also generally accepted accounting principles (“GAAP”) for publicly accountable entities in Canada, and, therefore, are considered non-GAAP measures. Since non-GAAP measures are unlikely to be comparable to similar measures presented by other companies, securities regulations require that non-GAAP measures be clearly defined, qualified and reconciled to their nearest GAAP measure. Except as otherwise indicated, these non-GAAP measures are calculated and disclosed by Charlotte’s Web on a consistent basis from period to period. Specific adjusting items may only be relevant in certain periods.

<p class="canvas-atom canvas-text Mb(1.0em) Mb(0)–sm Mt(0.8em)–sm" type="text" content="The intent of non-GAAP measures is to provide additional useful information with respect to Charlotte’s Web’s operational and financial performance to investors and analysts though the measures do not have any standardized meaning under IFRS. The measures should not, therefore, be considered in isolation or used in substitute for measures of performance prepared in accordance with IFRS. Other issuers may calculate these non-GAAP measures differently.” data-reactid=”84″>The intent of non-GAAP measures is to provide additional useful information with respect to Charlotte’s Web’s operational and financial performance to investors and analysts though the measures do not have any standardized meaning under IFRS. The measures should not, therefore, be considered in isolation or used in substitute for measures of performance prepared in accordance with IFRS. Other issuers may calculate these non-GAAP measures differently.

<p class="canvas-atom canvas-text Mb(1.0em) Mb(0)–sm Mt(0.8em)–sm" type="text" content="In particular, the terms "Adjusted EBITDA", "Adjusted gross margin" are used in this news release to describe certain financial information of Charlotte’s Web. Adjusted earnings before interest, taxes, depreciation and amortization (Adjusted EBITDA) is not a recognized performance measure under IFRS. Adjusted EBITDA does not have a standardized meaning prescribed by IFRS and may not be comparable to ‎similar measures presented by other issuers. ‎&nbsp;The term EBITDA consists of net (loss) income and excludes interest ("financing costs"), taxes, depreciation and amortization. Adjusted EBITDA also excludes share-based compensation, impairment of assets, acquisition costs, legal settlement costs, restructuring charges, and adjustments for fair value of biological assets, warrant liabilities, and stock appreciation rights. Adjusted EBITDA is included as a supplemental disclosure because management of Charlotte’s Web believes that such measurement provides a better assessment of the Company’s operations on a continuing basis by eliminating certain non-cash charges and charges or gains that are nonrecurring. The most directly comparable measure to Adjusted EBITDA calculated in accordance with IFRS is net (loss) income. See "Adjusted EBITDA" in the MD&amp;A for a reconciliation of Adjusted EBITDA to net (loss) income.&nbsp; ” data-reactid=”85″>In particular, the terms “Adjusted EBITDA”, “Adjusted gross margin” are used in this news release to describe certain financial information of Charlotte’s Web. Adjusted earnings before interest, taxes, depreciation and amortization (Adjusted EBITDA) is not a recognized performance measure under IFRS. Adjusted EBITDA does not have a standardized meaning prescribed by IFRS and may not be comparable to ‎similar measures presented by other issuers. ‎ The term EBITDA consists of net (loss) income and excludes interest (“financing costs”), taxes, depreciation and amortization. Adjusted EBITDA also excludes share-based compensation, impairment of assets, acquisition costs, legal settlement costs, restructuring charges, and adjustments for fair value of biological assets, warrant liabilities, and stock appreciation rights. Adjusted EBITDA is included as a supplemental disclosure because management of Charlotte’s Web believes that such measurement provides a better assessment of the Company’s operations on a continuing basis by eliminating certain non-cash charges and charges or gains that are nonrecurring. The most directly comparable measure to Adjusted EBITDA calculated in accordance with IFRS is net (loss) income. See “Adjusted EBITDA” in the MD&A for a reconciliation of Adjusted EBITDA to net (loss) income. 

Three months ended

Six months ended

June 30,

June 30,

U.S. $ millions

2020

2019

2020

2019

Net (loss) income

$

(14.4)

$

2.2

$

(25.9)

$

4.5

Depreciation of property and equipment

$

2.1

0.5

$

3.9

1.4

Financing costs

0.3

0.1

0.5

0.1

Interest income

(0.3)

(0.1)

(0.6)

Income taxes

0.6

6.3

1.3

EBITDA

$

(12.0)

$

3.1

(15.3)

6.7

Mark-to-market fair value of warrants and stock appreciation rights

(3.9)

(6.9)

Fair value changes of biological assets, net

(0.4)

(0.1)

(0.5)

Share-based compensation

2.0

0.3

2.3

0.6

Impairment of assets

2.5

0.6

2.5

1.0

Acquisition costs

3.1

3.5

Legal settlement

2.1

2.1

Restructuring charges

0.5

0.2

0.5

0.2

Adjusted EBITDA

$

(5.7)

$

3.8

$

(11.4)

$

8.0

<p class="canvas-atom canvas-text Mb(1.0em) Mb(0)–sm Mt(0.8em)–sm" type="text" content="Adjusted EBITDA presented in prior periods has been reclassified to conform with the current period presentation to include interest income as a reduction of EBITDA and Adjusted EBITDA.&nbsp;&nbsp; ” data-reactid=”88″>Adjusted EBITDA presented in prior periods has been reclassified to conform with the current period presentation to include interest income as a reduction of EBITDA and Adjusted EBITDA.  

<p class="canvas-atom canvas-text Mb(1.0em) Mb(0)–sm Mt(0.8em)–sm" type="text" content="Forward-Looking Information
Certain information in this news release constitutes forward-looking statements and forward-looking information (collectively, "forward-looking information"). In some cases, but not necessarily in all cases, forward looking information can be identified by the use of forward-looking terminology such as "plans", "targets", "expects" or "does not expect", "is expected", "an opportunity exists", "is positioned", "estimates", "intends", "assumes", "anticipates" or "does not anticipate" or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might", "will" or "will be taken", "occur" or "be achieved". In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances contain forward-looking information. Examples of forward-looking information include, among others, statements the Company makes regarding guidance relating to fiscal 2020 revenue and adjusted EBITDA; the impact of the COVID-19 pandemic on the Company, the retail and health practitioner channels and its customers; the impact of the acquisition of Abacus on the Company’s business and financial condition, including potential synergies; customer acceptance of the Company’s products; expansion of the Company’s products; anticipated product category growth; retail expansion; online sales growth; the Company’s anticipated growth; and regulation or legislative changes.” data-reactid=”89″>Forward-Looking Information
Certain information in this news release constitutes forward-looking statements and forward-looking information (collectively, “forward-looking information”). In some cases, but not necessarily in all cases, forward looking information can be identified by the use of forward-looking terminology such as “plans”, “targets”, “expects” or “does not expect”, “is expected”, “an opportunity exists”, “is positioned”, “estimates”, “intends”, “assumes”, “anticipates” or “does not anticipate” or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might”, “will” or “will be taken”, “occur” or “be achieved”. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances contain forward-looking information. Examples of forward-looking information include, among others, statements the Company makes regarding guidance relating to fiscal 2020 revenue and adjusted EBITDA; the impact of the COVID-19 pandemic on the Company, the retail and health practitioner channels and its customers; the impact of the acquisition of Abacus on the Company’s business and financial condition, including potential synergies; customer acceptance of the Company’s products; expansion of the Company’s products; anticipated product category growth; retail expansion; online sales growth; the Company’s anticipated growth; and regulation or legislative changes.

<p class="canvas-atom canvas-text Mb(1.0em) Mb(0)–sm Mt(0.8em)–sm" type="text" content="Statements containing forward-looking information are not historical facts but instead represent management’s expectations, estimates and projections regarding the future of our business,&nbsp;future plans, strategies, projections, anticipated events and trends, the economy and other future conditions.” data-reactid=”90″>Statements containing forward-looking information are not historical facts but instead represent management’s expectations, estimates and projections regarding the future of our business, future plans, strategies, projections, anticipated events and trends, the economy and other future conditions.

<p class="canvas-atom canvas-text Mb(1.0em) Mb(0)–sm Mt(0.8em)–sm" type="text" content="Forward-looking information is necessarily based on a number of opinions, assumptions and estimates that, while considered reasonable by the Company as of the date of this news release, are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information. Material assumptions used to develop the forward-looking statements herein include, but ‎are not limited to, the following: (i) the impact of the COVID-19 pandemic; (ii) the regulatory climate in ‎which the Company operates; (iii) the continued sales success of the Company’s products; (iv) the ‎continued success of sales and marketing activities; (v) the Company’s ability to complete the conversion ‎or buildout of its facilities on time and on budget; (vi) there will be no significant delays in the development ‎and commercialization of the Company’s products; (vii) the Company will continue to maintain sufficient ‎and effective production and research and development capabilities to compete on the attributes and cost ‎of its products; (viii) the Company’s ability to deal with adverse growing conditions (due to pests, disease, ‎fungus, climate or other factors) in a timely and cost-effective manner; (ix) there will be no significant ‎reduction in the availability of qualified and cost-effective human resources; * new products will continue ‎to be added to the Company’s portfolio; (xi) demand for hemp-based wellness products will continue to ‎grow in the foreseeable future; (xii) there will be no significant barriers to the acceptance of the ‎Company’s products in the market; (xiii) the Company will be able to maintain compliance with applicable ‎contractual and regulatory obligations and requirements; (xiv) there will be adequate liquidity available to ‎the Company to carry out its operations; (xv) products do not develop that would render the ‎Company’s current and future product offerings undesirable and the Company is otherwise able to ‎minimize the impact of competition and keep pace with changing consumer preferences; and (xvi) the ‎Company will be able to successfully manage and integrate acquisitions.‎” data-reactid=”91″>Forward-looking information is necessarily based on a number of opinions, assumptions and estimates that, while considered reasonable by the Company as of the date of this news release, are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information. Material assumptions used to develop the forward-looking statements herein include, but ‎are not limited to, the following: (i) the impact of the COVID-19 pandemic; (ii) the regulatory climate in ‎which the Company operates; (iii) the continued sales success of the Company’s products; (iv) the ‎continued success of sales and marketing activities; (v) the Company’s ability to complete the conversion ‎or buildout of its facilities on time and on budget; (vi) there will be no significant delays in the development ‎and commercialization of the Company’s products; (vii) the Company will continue to maintain sufficient ‎and effective production and research and development capabilities to compete on the attributes and cost ‎of its products; (viii) the Company’s ability to deal with adverse growing conditions (due to pests, disease, ‎fungus, climate or other factors) in a timely and cost-effective manner; (ix) there will be no significant ‎reduction in the availability of qualified and cost-effective human resources; * new products will continue ‎to be added to the Company’s portfolio; (xi) demand for hemp-based wellness products will continue to ‎grow in the foreseeable future; (xii) there will be no significant barriers to the acceptance of the ‎Company’s products in the market; (xiii) the Company will be able to maintain compliance with applicable ‎contractual and regulatory obligations and requirements; (xiv) there will be adequate liquidity available to ‎the Company to carry out its operations; (xv) products do not develop that would render the ‎Company’s current and future product offerings undesirable and the Company is otherwise able to ‎minimize the impact of competition and keep pace with changing consumer preferences; and (xvi) the ‎Company will be able to successfully manage and integrate acquisitions.‎

<p class="canvas-atom canvas-text Mb(1.0em) Mb(0)–sm Mt(0.8em)–sm" type="text" content="The Company’s actual results and financial condition may differ materially from those indicated in the forward-looking information. Therefore, you should not rely on any of the forward-looking information contained in this news release. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking information include, among others, the following: the adverse impact of the COVID-19 pandemic to the Company’s operations, supply chain, distribution chain, ‎and to the broader market for and customers of the Company’s products; revenue fluctuations; the impact of global conditions and unemployment rates on the Company’s stakeholders; nature of government regulations (both ‎domestic and foreign); general economic and financial conditions; loss of key customers or suppliers; retention and availability of executive ‎talent; competing products; common share price volatility; loss of proprietary information; product ‎acceptance; internet and system infrastructure functionality; information technology security; cash ‎available to fund operations; crop risk; availability of capital; international and political considerations; the successful integration of acquired businesses; changes in customer demand; and the risk factors described in greater detail in the Company’s annual information form dated March 27, 2020, management’s discussion and analysis filed in respect to the interim period ending June 30, 2020, and other public documents of the Company available at www.sedar.com. These factors are not intended to represent a complete list of the factors that could affect the Company and the forward-looking information; however, these factors should be considered carefully. There can be no assurance that such expectations, estimates, projections and assumptions will prove to be correct, and&nbsp;the forward-looking information contained in this news release should not be unduly relied upon. the forward-looking statements and information contained in this news release&nbsp;are made as of the date of this news release and speaks only as of the date on which it is made. The Company expressly disclaims any obligation to update or alter statements containing any forward-looking information, or the factors or assumptions underlying them, whether as a result of new information, future events or otherwise, except as required by applicable law.” data-reactid=”92″>The Company’s actual results and financial condition may differ materially from those indicated in the forward-looking information. Therefore, you should not rely on any of the forward-looking information contained in this news release. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking information include, among others, the following: the adverse impact of the COVID-19 pandemic to the Company’s operations, supply chain, distribution chain, ‎and to the broader market for and customers of the Company’s products; revenue fluctuations; the impact of global conditions and unemployment rates on the Company’s stakeholders; nature of government regulations (both ‎domestic and foreign); general economic and financial conditions; loss of key customers or suppliers; retention and availability of executive ‎talent; competing products; common share price volatility; loss of proprietary information; product ‎acceptance; internet and system infrastructure functionality; information technology security; cash ‎available to fund operations; crop risk; availability of capital; international and political considerations; the successful integration of acquired businesses; changes in customer demand; and the risk factors described in greater detail in the Company’s annual information form dated March 27, 2020, management’s discussion and analysis filed in respect to the interim period ending June 30, 2020, and other public documents of the Company available at www.sedar.com. These factors are not intended to represent a complete list of the factors that could affect the Company and the forward-looking information; however, these factors should be considered carefully. There can be no assurance that such expectations, estimates, projections and assumptions will prove to be correct, and the forward-looking information contained in this news release should not be unduly relied upon. the forward-looking statements and information contained in this news release are made as of the date of this news release and speaks only as of the date on which it is made. The Company expressly disclaims any obligation to update or alter statements containing any forward-looking information, or the factors or assumptions underlying them, whether as a result of new information, future events or otherwise, except as required by applicable law.

 

CHARLOTTE’S WEB HOLDINGS, INC.

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(In thousands of United States dollars)

June 30, 2020

December 31, 2019

ASSETS

Current assets:

Cash

$

99,820

$

68,553

Trade and other receivables, net

12,488

5,462

Note receivable

2,366

1,421

Inventories

67,130

64,054

Prepaid expenses and other current assets

7,742

3,592

Income taxes receivable

11,342

3,273

200,888

146,355

Non-current assets:

Property and equipment, net

50,347

42,949

Intangible assets, net

25,703

1,596

Goodwill

76,688

Deferred tax assets

22

30,417

Other long-term assets

3,949

1,625

$

357,597

$

222,942

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current liabilities:

Accounts payable

$

15,542

$

8,798

Accrued liabilities

14,806

7,323

Deferred revenue

415

550

Current cultivation liabilities

11,497

10,803

Current notes payable

1,329

9

Current lease obligations

2,342

1,945

45,931

29,428

Non-current liabilities:

Long-term cultivation liabilities

10,034

14,289

Long-term notes payable

312

3

Long-term lease obligations

21,448

22,116

Warrant liabilities

8,766

3,408

Stock appreciation rights liabilities

207

86,698

69,244

Shareholders’ equity:

Share capital

275,985

123,927

Contributed surplus

18,585

27,513

(Accumulated deficit) Retained earnings

(23,671)

2,258

270,899

153,698

$

357,597

$

222,942

 

CHARLOTTE’S WEB HOLDINGS, INC.

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF (LOSS) INCOME AND OTHER COMPREHENSIVE (LOSS) INCOME

 

(In thousands of United States dollars, except per share amounts)

Three months ended June 30,

Six months ended June 30,

2020

2019

2020

2019

Revenue

$

21,680

$

25,020

$

43,143

$

46,720

Cost of sales

10,209

6,526

16,675

12,431

Gross profit before (gain) on fair value of biological assets

11,471

18,494

26,468

34,289

Realized fair value (gain) included in inventory sold

(4)

(354)

(86)

(496)

Unrealized fair value loss on growth of biological assets

Gross profit

11,475

18,848

26,554

34,785

Expenses:

General and administrative

21,108

9,060

37,139

17,519

Sales and marketing

6,835

6,527

13,367

11,087

Research and development

1,533

654

2,299

845

Operating expenses

29,476

16,241

52,805

29,451

Operating (loss) income

(18,001)

2,607

(26,251)

5,334

Financing costs

364

77

534

134

Interest income

(26)

(310)

(155)

(666)

Other (income) expense, net

(3,929)

4

(7,008)

7

(Loss) income before taxes

(14,410)

2,836

(19,622)

5,859

Income tax expense

20

648

6,307

1,334

Net (loss) income and comprehensive (loss) income

$

(14,430)

$

2,188

$

(25,929)

$

4,525

Weighted average number of common shares – basic

114,206,250

94,986,784

110,821,523

94,105,280

Weighted average number of common shares – diluted

114,206,250

106,272,945

110,821,523

106,245,283

(Loss) earnings per share – basic

$

(0.13)

$

0.02

$

(0.23)

$

0.05

(Loss) earnings per share – diluted

$

(0.13)

$

0.02

$

(0.23)

$

0.04

 

CHARLOTTE’S WEB HOLDINGS, INC.

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(In thousands of United States dollars)

Six months ended June 30, 2019

Share
capital

Contributed
surplus

Retained
earnings

Total

Balance – December 31, 2018

$

78,316

$

25,357

$

17,825

$

121,498

Exercise of common stock options

1,663

(1,266)

397

Exercise of broker stock warrants

1,295

(834)

461

Accumulated effect of income tax from stock options

7,278

7,278

Share-based compensation expense

749

749

Net income

4,525

4,525

Balance – June 30, 2019

$

81,274

$

31,284

$

22,350

$

134,908

Six months ended June 30, 2020

Share
capital

Contributed
surplus

Accumulated
deficit

Total

Balance – December 31, 2019

$

123,927

$

27,513

$

2,258

$

153,698

Exercise of common stock options

2,006

(558)

1,448

Accumulated effect of income tax from stock options

(16,087)

(16,087)

Share-based compensation expense

2,310

2,310

2020 Share Offering

47,959

47,959

Share issuance costs

(3,368)

(3,368)

Abacus acquisition

105,461

5,407

110,868

Net loss

(25,929)

(25,929)

Balance – June 30, 2020

$

275,985

$

18,585

$

(23,671)

$

270,899

 

CHARLOTTE’S WEB HOLDINGS, INC.

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands of United States dollars)

Six months ended June 30,

2020

2019

Cash flows from operating activities:

Net (loss) income

$

(25,929)

$

4,525

Items not involving cash:

Depreciation and amortization

3,931

1,406

Change in fair value of biological assets

(86)

(496)

Change in fair value of warrant liabilities

(6,705)

Change in fair value of stock appreciation rights

(195)

Expected credit losses

(9)

136

Inventory provision, net

2,523

953

Share-based compensation

2,310

749

Loss/(gain) on disposal of assets

7

8

Deferred income taxes

14,330

(182)

Changes in working capital:

Trade and other receivables, net

(3,095)

(2,693)

Inventories

584

(10,296)

Prepaid expenses and other current assets

(2,739)

(5,611)

Accounts payable

2,058

(1,302)

Accrued liabilities

2,288

(1,336)

Income taxes

(8,034)

(166)

Cultivation liabilities

(3,596)

(1,037)

Other operating assets and liabilities, net

379

98

(21,978)

(15,244)

Cash flows from investing activities:

Cash acquired in business combinations

11,181

Funding of notes receivable

(936)

(1,400)

Purchases of property and equipment and intangible assets

(10,187)

(4,059)

Proceeds from sale of assets

41

53

Proceeds from loans due from related parties

14

Other investing activities

(895)

(812)

(796)

(6,204)

Cash flows from financing activities:

Proceeds from public offering

57,165

Proceeds from common stock option exercises

1,448

397

Proceeds from stock warrant exercises

461

Payments on notes payable

(5)

(5)

Payments on lease obligations

(1,199)

(1,378)

Share issuance costs

(3,368)

54,041

(525)

Increase (decrease) in cash

31,267

(21,973)

Cash, beginning of year

68,553

73,404

Cash, end of period

$

99,820

$

51,431

Supplemental disclosures of cash flows from operating activities:

Cash paid for interest

$

(48)

$

(57)

Cash paid for interest on lease obligations

(486)

(281)

Cash received from interest

155

666

Cash paid for taxes

(42)

(23)

Non-cash purchases of property and equipment and intangible assets

(3,649)

 

SOURCE Charlotte’s Web Holdings, Inc.

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