C21 Investments Inc 6-K, filed Sep 29, 2021
C21 Investments Inc. (CWLXF)
About this 6-K
C21 Investments Inc filed this 6-K on September 29, 2021.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE13a-16 or 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of September 2021.
Commission File Number 000-55982
C21 INVESTMENTS INC.(Translation of registrant’s name into English)
Suite 1900-855 West Georgia St Vancouver BC, V6C 3H4 Canada (Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F
Form 20-F [ ] Form 40-F [X]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ]
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ]
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| C21 INVESTMENTS INC. | |
|---|---|
| Date: September 28, 2021 | /s/<br> Michael Kidd |
| Michael Kidd | |
| Chief Financial Officer |
-2-
INDEX TO EXHIBITS
| Exhibit | Description |
|---|---|
| 99.1 | News Release dated September 28, 2021 |
C21 Investments Inc.: Exhibit 99.1 - Filed by newsfilecorp.com
C21 Investments Announces Q2 Results with Cash Flow from Operations up 32%
$3.7 million in Net Income highlights continued profitability
VANCOUVER, September 28, 2021 - C21 Investments Inc. (CSE: CXXI and OTCQX: CXXIF) ("C21" or the "Company"), a vertically integrated cannabis company, today announced unaudited results for its second quarter ended July 31, 2021. All currency reported in U.S. dollars (unless otherwise noted).
Q2 Highlights (May 1, 2021 to July 31, 2021):
Revenue of $9.0 million
Gross Margin (before fair value adjustments) of 52.3% - up 367 basis points from Q1
Operating Cash Flow^1^ of $3.4 million - up 16% over Q1 - $6.3 million year-to-date
Adjusted EBITDA^1^ of $3.3 million - a 36.5% EBITDA Margin - $6.3 million year-to-date
Net Income of $3.7 million; Earnings Per Share of $0.03 - EPS of $0.06 year-to-date
Total Liabilities reduced by $4.7 million from Q1; $10.4 million in reductions year-to-date
Management Commentary:
"C21 continues to deliver strong, profitable bottom-line performance with one of the leading cash flow margins in the industry. Cash Flow from Operations was up 32% over Q1 resulting in a reported $0.03 in Earnings per Share, and enabling further significant reduction in Total Liabilities," said Sonny Newman, President and CEO of C21. "We completed our first phase buildout of our cultivation expansion on budget, and expect its first harvest next week, which we anticipate will increase top line results and further strengthen operating margins going forward. We continue to work diligently to deliver greater scale for the Company."
Q2 Financial Highlights:
Revenue for the second quarter was $9.0 million, down 1.9% from Q1, in line with similar industry trends seen in the Western markets (State of Nevada reported a 6% decline in cannabis sales from April to June 2021^2^). Despite market conditions, C21 remained focused on sustaining the efficiency of its operations, with the Nevada segment continuing to deliver highly profitable results, including $7.8 million adjusted EBITDA year-to-date.
Gross Profit for the quarter was $4.7 million (before fair value adjustments), with Gross Margin of 52.3% (BFVA), up 367 basis points from Q1. The company delivered $3.3 million of Adjusted EBITDA^1^ for the quarter, up 7% over Q1, and a 36.5% EBITDA Margin. SG&A expenses remained constant at $1.8 million (20% of revenue) for Q2.
Operating Cash Flow^1^ of $3.4 million (before working capital changes) was reported for the quarter, up 16% over Q1. This cash flow generation enabled C21 to pay down $1.5 million of principle debt, expend $1.2 million of capital to complete the first phase of the cultivation buildout, and pay $0.9 million in Income Tax. Cash Flow from Operations (after working capital changes) was $2.6 million - the ninth consecutive positive quarter - up 32% over Q1, and $4.5 million year-to-date (see Statement of Cash Flows).
____________________
^1^ See non-IFRS Measures below for "Adjusted EBITDA", Operating Cash Flow", "After-tax Operating Cash Flow", and "Adjusted Net Income"
^2^ State of Nevada cannabis sales: https://tax.nv.gov/uploadedFiles/taxnvgov/Content/TaxLibrary/NV-Marijuana-Revenue-FY21(7).pdf
The Company reported Net Income of $3.7 million for Q2, or $0.03 Earnings Per Share and $0.06 EPS year-to-date. This included changes in fair value of derivative liabilities (see MD&A). Excluding the changes in derivative liabilities, Adjusted Net Income^1^ was $1.0 million for Q2, or $0.01 Earnings Per Share.
Cash position at end of the second quarter was $4.2 million, down $1.9 million from the prior quarter reflecting an increase in one-time cash costs, including retirement of a $1.2 million convertible note and the completion of the first phase of cultivation buildout. As a result, Total Liabilities for Q2 were reduced by $4.7 million from last quarter and $10.4 million year-to-date (see Balance Sheet summary provided).
Non-IFRS Measures:
"Adjusted EBITDA", "Operating Cash Flow", "After Tax Operating Cash Flow", and "Adjusted Net Income" are supplemental, non-GAAP financial measures. The Company defines EBITDA as earnings before depreciation and amortization (excluding rent classified as lease amortization), income taxes, and interest. Additionally, the Company's Adjusted EBITDA presented above excludes fair value adjustments, accretion, impairment charges, one-time transaction costs and all other non-cash items. The Company has presented "Adjusted EBITDA", "After tax operating cash flow", and "Adjusted net income" because management believes these are useful measures for investors when assessing and considering the Company's continuing operations and prospects for the future. Furthermore, "Adjusted EBITDA" is a commonly used measurement in the financial community when evaluating the market value of similar companies. "Adjusted EBITDA", "After tax operating cash flow", and "Adjusted Net Income" are not measures of performance calculated in accordance with IFRS, and these metrics should not be considered in isolation of, or as a substitute for, the measurement of the Company's performance prepared in accordance with IFRS. "Adjusted EBITDA," as calculated and reconciled in the table above, may not be comparable to similarly titled measurements used by other issuers and is not necessarily a measure of the Company's ability to fund its cash needs.
____________________
^1^ See non-IFRS Measures below for "Adjusted EBITDA", Operating Cash Flow", "After-tax Operating Cash Flow", and "Adjusted Net Income"
Balance Sheet:
| **** | Fiscal Year End January 31, 2022 | |||
|---|---|---|---|---|
| **** | Q2 FYE 2022 | Q4 FYE 2021 | ||
| **** | July 31, 2021 | January 31, 2021 | ||
| Assets | ||||
| Cash | 4,206,916 | 6,237,182 | ||
| Biological and Inventory | 6,914,958 | 6,758,508 | ||
| Other current | 1,164,086 | 2,584,431 | ||
| Current Assets | 12,285,960 | 15,580,121 | ||
| Fixed Assets / Goodwill / Intangibles | 54,249,251 | 53,229,388 | ||
| Total Assets | 66,535,211 | 68,809,509 | ||
| Liabilities | ||||
| Accounts payable | 2,345,720 | 2,680,996 | ||
| Other notes, current lease etc. | 1,830,729 | 3,585,546 | ||
| Promissory note | 6,080,000 | 6,080,000 | ||
| Income tax | 3,320,213 | 3,378,299 | ||
| Current Liabilities | 13,576,662 | 15,724,841 | ||
| Other | 501,265 | 517,294 | ||
| Promissory note | 5,066,667 | 8,106,667 | ||
| Lease Liabilities | 9,438,465 | 9,691,215 | ||
| Derivative Liability | 4,449,527 | 9,430,991 | ||
| Total Liabilities | 33,032,586 | 43,471,008 | ||
| Equity | 33,502,625 | 25,338,501 | ||
| Total Liabilities and Shareholder's Equity | 66,535,211 | 68,809,509 | ||
| Working Capital Deficit | (1,290,702 | ) | (144,720 | ) |
Financial Summary:
| **** | Fiscal Year End January 31, 2022 | |||
|---|---|---|---|---|
| (US 000's) | Q2 FYE 2022 | Q1 FYE 2022 | ||
| Revenue | 8,976 | $ | 9,150 | |
| Cost of Sales | 4,282 | 4,701 | ||
| Gross Profit (before FV adjustments) | 4,694 | 4,449 | ||
| GM% (BFVA) | 52.3% | 48.6% | ||
| Gross Profit | 4,542 | 4,833 | ||
| Total Expenses | 2,353 | 2,374 | ||
| SG&A% of Revenue | 20.0% | 19.1% | ||
| Income (Loss) from Operations | 2,188 | 2,459 | ||
| Net Income (Loss) | 3,655 | 4,371 | ||
| Earnings Per Share | 0.03 | 0.04 | ||
| Adjusted EBITDA^1^ | 3,275 | 3,069 | ||
| EBITDA Margin% | 36.5% | 33.5% |
All values are in US Dollars.
____________________
^1^ See non-IFRS Measures below for "Adjusted EBITDA", Operating Cash Flow", "After-tax Operating Cash Flow", and "Adjusted Net Income"
Adjusted EBITDA:
| Fiscal Year End January 31, 2022 | Six Months ended July 31 | |||||||
|---|---|---|---|---|---|---|---|---|
| **** | Q2 2022 | Q1 2022 | FYE 2022 | FYE 2021 | ||||
| Income from operations | $ | 2,188,189 | $ | 2,458,964 | 4,647,153 | 2,276,597 | ||
| Net impact, fair value on biological<br>assets | 152,376 | (383,996 | ) | (231,620 | ) | 423,833 | ||
| Depreciation and amortization | 446,087 | 482,610 | 928,697 | 1,095,994 | ||||
| Depreciation/amortization in COGS | 82,818 | 75,454 | 158,272 | 104,603 | ||||
| ROU amortization/interest in COGS | 293,540 | 294,445 | 587,985 | 511,069 | ||||
| Share based compensation | 112,455 | 141,716 | 254,171 | 62,801 | ||||
| Inventory impairment | - | - | - | 342,048 | ||||
| Adjusted EBITDA | $ | 3,275,465 | $ | 3,069,193 | 6,344,658 | 4,816,945 |
After-Tax Operating Cash Flow:
| Fiscal Year End January 31, 2022 | ||||||
|---|---|---|---|---|---|---|
| from Statement of Cash Flows: | Q2 FYE 2022 | Q1 FYE 2022 | ||||
| Cash Provided by Operating Activities | $ | 2,569,589 | $ | 1,943,406 | ||
| add back: | ||||||
| Changes in working capital items | 798,442 | 961,755 | ||||
| Operating Cash Flow1 | 3,368,031 | 2,905,161 | ||||
| 37.5% | 31.7% | |||||
| Income Tax Expense | (844,910 | ) | (800,897 | ) | ||
| After Tax Operating Cash Flow | 2,523,121 | 2,104,264 | ||||
| 28.1% | 23.0% | |||||
| ATOCF per average share O/S, C | $ | 0.03 | $ | 0.02 |
All values are in US Dollars.
| For further inquiries, please contact: | |
|---|---|
| Media contact: | Company contact: |
| Mattio Communications | Michael Kidd |
| c21@mattio.com | Chief Financial Officer and Director |
| Michael.Kidd@cxxi.ca | |
| +1 833 BUY-CXXI (289-2994) |
About C21 Investments Inc.
C21 Investments is a vertically integrated cannabis company that cultivates, processes, and distributes quality cannabis and hemp-derived consumer products in the United States. The Company is focused on value creation through the disciplined acquisition and integration of core retail, manufacturing, and distribution assets in strategic markets, leveraging industry-leading retail revenues with high-growth potential multi-market branded consumer packaged goods. The Company owns Silver State Relief and Silver State Cultivation in Nevada, and Phantom Farms and Eco Firma Farms in Oregon. These brands produce and distribute a broad range of THC and CBD products from cannabis flowers, pre-rolls, cannabis oil, vaporizer cartridges and edibles. Based in Vancouver, Canada, additional information on C21 Investments can be found at www.sedar.com and www.cxxi.ca.
Cautionary Statement:
Certain statements contained in this news release may constitute forward-looking statements within the meaning of applicable securities legislation. These statements involve known and unknown risks, uncertainties, and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. Forward looking statements in this news release include the Company's positioning in the United States cannabis industry, the Company's ability to scale its existing vertical operations, the performance of the Company's operations generally, and specifically its Nevada retail operations, during the pendency of the COVID-19 pandemic, the performance of the Company's Nevada cultivation expansion, the performance of the Company's brands and the continued demand for cannabis products, the ability of the Company to successfully extend its retail footprint and pursue accretive growth, and the nature and extent of the impact of the COVID-19 pandemic.
The forward-looking statements contained in this news release are based on certain key expectations and assumptions made by the Company. Although the Company believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because the Company can give no assurance that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, risks and uncertainties arising from the impact of the COVID-19 pandemic on the Company's operations, and other factors, many of which are beyond the control of the Company.
The forward-looking statements contained in this news release represent the Company's expectations as of the date hereof and are subject to change after such date. The Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required under applicable securities regulations.