C21 Investments Inc 6-K, filed Dec 15, 2022
C21 Investments Inc. (CWLXF)
About this 6-K
C21 Investments Inc filed this 6-K on December 15, 2022.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of December, 2022
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
(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.
[ x ] Form 20-F [ ] Form 40-F
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): [ ]
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): [ ]
SUBMITTED HEREWITH
Exhibits
| 99.1 | News Release Q3 FY2023 earnings | |
SIGNATURES
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. | ||
| (Registrant) | ||
| Date: December 15, 2022 | By: | /s/ Michael Kidd |
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| Michael Kidd | ||
| Title: | CFO | |
C21 Investments Announces Q3 Earnings Results
Generated a Fourteenth Consecutive Quarter of Positive Free Cash Flow
VANCOUVER, December 15, 2022 - C21 Investments Inc. (CSE: CXXI and OTCQX: CXXIF) ("C21" or the "Company"), a vertically integrated cannabis company, today announced its interim financial statements and management discussion and analysis for the third quarter ended October 31, 2022. The Company's Q3 financial statements are prepared in accordance with U.S. Generally Accepted Accounting Principles ("GAAP"). All currency is reported in U.S. dollars.
Q3 Financial Highlights (August 1, 2022 to October 31, 2022):
- Revenue of $7.2 million - up 0.4% sequentially (note - State of Nevada cannabis sales were down 14.7% over the comparative period1)
- Gross Margin of 54.2% - up 40 basis points sequentially
- Adjusted EBITDA2 of $2.2 million - a 30% EBITDA Margin, in line with the previous three quarters
- Income from Operations of $1.4 million, $4.6 million year-to-date
- Net Income of $0.2 million for the quarter; Earnings Per Share of $0.02 year-to-date
- Cash Flow from Operations of $1.5 million - the 14th consecutive quarter of positive Free Cash Flow; $4.8 million year-to-date
- Total Liabilities reduced by $1.0 million; $3.3 million year-to-date
Q3 Management and Operational Commentary:
"We are pleased to once again report strong results, generating another profitable bottom-line and positive cash flow quarter, despite continued industry and macro headwinds," stated CEO and President, Sonny Newman. "The Nevada market experienced a 14.7% decline in cannabis sales quarter-over-quarter. However, our stable revenue and high margin profile highlight our ability to mitigate state-level and industry pricing pressures. The recent industry shift to a focus on generating positive cash flow further validates our stated strategy of deleveraging our balance sheet and generating meaningful cash flow. This focus over the past three years has us well positioned to take advantage of strategic opportunities in the current environment that will create value for our shareholders."
C21's Q3 revenue of $7.2 million was up 0.4% sequentially, outperforming Nevada market sales which saw an overall decline of 14.7% in total sales over the same period2. The stability in Q3 sales is attributed to a 5% increase in transaction volume (126,000 total) over the previous quarter and continued ramp of wholesale, offset by a smaller average basket size resulting in 1.5% decline in retail sales.
Gross Margin was 54.2%, up 40 basis points from the previous quarter. The Company generated $2.2 million of Adjusted EBITDA1 - a 30% EBITDA Margin, consistent with the previous three quarters.
C21 reported Q3 Net Income of $0.2 million, $2.4 million year-to-date or $0.02 earnings per share.
1 BDSA data - Nevada cannabis sales: https://www.newcannabisventures.com/growth-in-cannabis-sales-remains-weak-in-october/
2 See Non-GAAP Measures
Cash Flow from Operations was $1.5 million - the fourteenth consecutive quarter of positive Cash Flow from Operations. Cash Flow from Operations year-to-date was $4.8 million.
Cash at the end of Q3 was $2.3 million, flat from Q2. The Company's senior secured note was reduced by $1.5 million in Q3 and Total Liabilities have been reduced by $3.3 million year-to-date.
Subsequent to the quarter, the Company has paid down its senior secured note by an additional $1.0 million, with $2.5 million outstanding as of December 2, 2022. As well, Silver State has experienced an increase in wholesale demand at the start of Q4, including for the Company's branded Phantom Farms flower.
Non-GAAP Measures:
"Adjusted EBITDA" is supplemental, non-GAAP financial measures. The Company defines EBITDA as earnings before depreciation and amortization, depreciation and interest in cost of sales, income taxes, and interest. Additionally, the Company's Adjusted EBITDA presented above excludes accretion, loss from discontinued operations, one-time transaction costs and all other non-cash items. The Company has presented "Adjusted EBITDA" because its management believes it is a useful measure 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" is not a measure of performance calculated in accordance with GAAP, 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 GAAP. "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. Figures have been restated to match current presentation.
Adjusted EBITDA:
| Q3 | Q2 | Q1 | Q4 | |||||||||
| October 31, 2022 | July 31, 2022 | April 30, 2022 | January 31, 2022 | |||||||||
| Net Income (Loss) | $ | 248,507 | $ | 1,857,043 | $ | 306,820 | $ | (1,031,705 | ) | |||
| Interest expenses, net | 98,657 | 133,455 | 164,049 | 206,116 | ||||||||
| Provision for Income Taxes | 1,154,189 | 485,152 | 498,263 | 948,152 | ||||||||
| Depreciation and Amortization | 341,782 | 341,286 | 341,286 | 319,445 | ||||||||
| Depreciation and Interest in COGS | 203,093 | 203,091 | 203,092 | 203,093 | ||||||||
| EBITDA | $ | 2,046,228 | $ | 3,020,027 | $ | 1,513,510 | $ | 645,101 | ||||
| Change in fair value of derivative liabilities | (127,813 | ) | (629,500 | ) | - | (315,973 | ) | |||||
| Share based compensation | 31,788 | 54,064 | 102,786 | 44,902 | ||||||||
| Loss from discontinued operations | (11,154 | ) | (344,554 | ) | 730,325 | 1,914,577 | ||||||
| One-time special project costs | 206,459 | 89,331 | 50,000 | - | ||||||||
| Other gain/loss | 13,173 | 21,972 | (4,146 | ) | 29,268 | |||||||
| Adjusted EBITDA | $ | 2,158,681 | $ | 2,211,340 | $ | 2,392,475 | $ | 2,317,905 |
Q3 Balance Sheet Summary:
| Q3 | Q2 | Q4 | |||||||
| (US$) | October 31, 2022 | July 31, 2022 | January 31, 2022 | ||||||
| Assets | |||||||||
| Cash | 2,309,792 | 2,341,411 | 3,067,983 | ||||||
| Inventory | 5,549,227 | 5,415,090 | 4,054,473 | ||||||
| Other current | 2,744,537 | 2,679,473 | 3,162,018 | ||||||
| Current Assets | 10,603,556 | 10,435,974 | 10,284,474 | ||||||
| Fixed Assets / Goodwill / Intangibles | 50,680,881 | 51,267,819 | 51,569,000 | ||||||
| Total Assets | 61,284,437 | 61,703,793 | 61,853,474 | ||||||
| Liabilities | |||||||||
| Accounts payable | 2,387,890 | 2,614,216 | 2,508,869 | ||||||
| Promissory note - current portion | 3,546,667 | 5,066,667 | 6,080,000 | ||||||
| Income taxes payable | 6,336,322 | 5,182,133 | 3,658,162 | ||||||
| Other notes, current lease etc. | 2,233,596 | 2,396,363 | 2,481,519 | ||||||
| Current Liabilities | 14,504,475 | 15,259,379 | 14,728,550 | ||||||
| Lease liabilities | 8,660,493 | 8,760,577 | 8,953,425 | ||||||
| Promissory note | - | - | 2,026,667 | ||||||
| Derivative liability and other | 466,302 | 366,500 | 1,161,640 | ||||||
| Total Liabilities | 23,611,270 | 24,616,275 | 26,870,282 | ||||||
| Shareholders' Equity | 37,673,167 | 37,087,518 | 34,983,192 | ||||||
| Total Liabilities and Shareholders' Equity | 61,284,437 | 61,703,793 | 61,853,474 | ||||||
| Q3 Financial Summary: | |||||||||
| Q3 | Q2 | ||||||||
| (US$) | October 31, 2022 | July 31, 2022 | |||||||
| Revenue | 7,207,404 | 7,175,493 | |||||||
| Cost of Sales | 3,303,066 | 3,316,161 | |||||||
| Gross Profit | 3,904,338 | 3,859,332 | |||||||
| Gross |
54.2% | 53.8% | |||||||
| Total Expenses | 2,528,779 | 2,335,764 | |||||||
| Income (Loss) from Operations | 1,375,559 | 1,512,489 | |||||||
| Net Income (Loss) | 248,507 | 1,857,043 | |||||||
| GAAP Earnings Per Share | 0.00 | 0.02 | |||||||
| Adjusted EBITDA1 |
2,158,681 | 2,211,340 | |||||||
| EBITDA Margin% |
29.9% | 30.8% |
For further inquiries, please contact:
| Investor contact: | Company contact: |
| Investor Relations | Michael Kidd |
| info@cxxi.ca | Chief Financial Officer and Director |
| +1 833 289-2994 | Michael.Kidd@cxxi.ca |
About C21 Investments Inc.
C21 Investments Inc. 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, including legacy Oregon brands Phantom Farms, Hood Oil and Eco Firma Farms. 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 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, but are not limited to, the Company's positioning to act on strategic opportunities in the current industry environment and the Company's continued ability to mitigate state-level and industry pricing pressures.
The forward-looking statements contained in this news release are based on certain key expectations and assumptions made by the Company, including, without limitation, the ability of the Company's management to execute its business strategy, objectives and plans. 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 general business, economic, competitive, political and social uncertainties; 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.
Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.