Adastra Holdings Ltd 6-K, filed Aug 29, 2022
Adastra Holdings Ltd. (XTXXF)
About this 6-K
Adastra Holdings Ltd filed this 6-K on August 29, 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 date of August 26, 2022
Commission File Number 000-56365
Adastra Holdings Ltd.
(Translation of registrant's name into English)
5451 - 275 Street, Langley, British Columbia Canada V4W 3X8
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F [X] 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) [ ]
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.
SUBMITTED HEREWITH
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.
Adastra Holdings Ltd.
| /s/ Michael Forbes |
| Michael Forbes, Chief Executive Officer |
| Date: August 26, 2022 |
Adastra Holdings Continues to Execute on Transformational Strategy;
New Product Launches; Outlines Growth Strategy
- Endgame Extracts brand launched in BC in Q1 2022 with a 100% case sell-through achieved in 48-hours; Endgame is currently ranked #3 and #4 for its shatter sales in BC - with launches planned for other large Canadian markets (Alberta and Ontario) to follow
- Adastra continues to add new revenue streams, including the addition of new co-manufacturing contracts for several well-known Canadian brands to start in 2022
- Continued expansion for product sales and distribution across Canada - Phyto Extractions is now available in the Northwest Territories and Yukon
- Expanded capabilities and automation: pre-roll machine installed to meet anticipated consumer demand for this sought-after product category
- Added extraction and processing shifts to increase end-product output and fulfill demand
LANGLEY, B.C., June 29, 2022 - Adastra Holdings Ltd. (CSE: XTRX) (FRA: D2EP) ("Adastra" or the "Company"), a leading cannabis company focused on processing, sales, organoleptic testing and analytical testing, is pleased to provide the Company's shareholders with a corporate update from Michael Forbes, Director and Chief Executive Officer of Adastra:
"Dear Shareholders,
I joined Adastra in May 2021 as Director and CEO and embarked on a journey to transform the business. Over the last twelve months, I have optimized all major aspects of our business to set Adastra up for long term success. Running a "good" business is not good enough for me. My goal is to lead a "great" business, by actively adapting all aspects to create long-term significant value for our shareholders.
As a pharmacist by education and training, my entire career has been firmly rooted in medicine, alternative treatments, cannabis production, sales and entrepreneurship. Joining Adastra, I have brought this expertise and multi-faceted, strategic focus to grow our business in areas such as sales volume, production output and capabilities, partnerships, market share and investor engagement. We have made meaningful progress, and we believe this is just the beginning.
Executing on Our Growth Strategy
Over the past twelve months we have achieved the following:
- Corporate rebrand from Phyto Extractions Inc. back to our original name - Adastra Holdings Ltd. to position us as a trusted leader in cannabis and ethnobotanical extraction, processing, formulation and product development.
- Acquired Phyto Extractions and PerceiveMD to vertically integrate our product reach.
- Developed and launched in-house brand, Endgame Extracts, starting with a strategic initial SKU drop to British Columbia. Unique crossed flavour and strain profiles, priced in line with customer and retailer expectations to ensure sell-through alongside a quality experience.
- Introduced several hydrocarbon extracts, novel full spectrum vape formulations, additional product SKUs for our wholly owned brand Endgame, and brands leveraging our extraction expertise via co-manufacturing complex concentrates, like THCA diamonds and high terpene full spectrum extract products.
- Expanded our market share by branching into new domestic markets including British Columbia, with Endgame Extracts, with Alberta and Ontario to follow. Brought Phyto Extractions to the Northwest Territories and Yukon.
- Executed marketing and sales initiatives to heighten brand awareness among consumers and retailers.
- Restructured and reduced costs across the organization to ensure a solid foundation as we move forward. This includes adding production shifts to meet processing demand for provincial distributors for Endgame and our co-manufacturing partners' product SKUs, automating processes with new equipment and refining our practices.
- Received our organoleptic testing license in June 2021, enabling us to test product formats and formulations with a consumer audience. This reduces risk and cost associated with the "guess work" involved in product SKU launches, as consumption is heavily restricted by regulations.
By improving the delivery of our many capabilities, today we are a trusted processor and co-manufacturing partner to many Canadian brands who share our commitment for quality and innovation.
Endgame Extracts
Our Key Areas of Focus
As we move forward, our strategic key areas are as follows:
1. Medical product development and formulation - Manufacturing alternative plant-medicine treatments for sale in the medical market (i.e., capsules, tinctures). Adastra's wholly-owned PerceiveMD platform assesses patients seeking alternative treatments and remedies and provides documentation to enable access. Maximizing the full potential of PerceiveMD will bolster Adastra's future business and add additional revenue. Additionally, we have submitted a Medical Sales Licence application to Health Canada which will allow us to manufacture and sell medical cannabis product formats to the Canadian medical market. We believe PerceiveMD addresses the gap that exists in the market today for a patient access platform. Having this online platform in-house provides us with an advantage over many of our peers to meet the existing demand that we believe is underserved today.
2. New premium cannabis extract product innovations - We are committed to maintaining our edge by staying ahead of trends and consumer preferences including:
- THCA diamonds (high potency extracts) - commissioned equipment to develop diamonds for our Endgame brand and for our co-manufacturing partners.
- Single-source shatter - this is a growing product category that we are pleased to serve with our institutional knowledge and expertise.
- Full-spectrum vape cartridges - the market is maturing, with customer preferences refining and we are pleased to deliver on preferred flavour notes and quality experience.
3. Dried Flower Products - Pre-rolls are currently the fastest growing segment of the Canadian cannabis market. Infused pre-rolls is a category that has outpaced dried flower-only pre-rolls in legal US markets. On December 17, 2021, we received Health Canada approval for the amendment of our sales licence to include dried flower. We see significant opportunity to continue to grow our pre-roll business (pre-rolls, infused pre-rolls, and larger quantity flower) for our Endgame and Phyto brands.
4. Market Trends and Other Alternative Treatments - We have demonstrated our ability to stay ahead of consumer trends by proactively amending our licences and expanding our capabilities to meet the ever-evolving preferences of consumers and the companies we partner with. In particular, we are seeing a significant movement towards alternative medicine. Having been involved in the cannabis industry for more than a decade, combined with my experience running pharmacies and wellness clinics, I have seen firsthand the positive impact and efficacy of cannabis for certain patients, as well as the increasing popularity of alternative treatments and remedies. We are committed to staying ahead of the game. We have submitted a Controlled Substances Dealer's Licence application to Health Canada to include psilocybin and, following approval thereof, we can begin formulating and developing alternative treatments for patients.
We are enjoying continued growth in the demand for high quality cannabis concentrates and products by continually adapting to changing consumer preferences.
From a recreational lens, cannabis is an increasingly adopted alternative to alcohol, particularly when available in CPG formats (i.e., vapes and beverages) and presents far less opportunity for harm and undesirable side effects. The mainstream shift to "West Coast Sober" is happening, and we are here to stay at the forefront.
We believe we have established a diversified platform for profitable growth and differentiation in the marketplace. We look to leverage this momentum over the coming months to create sustainable value for our customers, partners and shareholders.
We are here for the future and the long run and maintain our commitment to growing and innovating."
About Adastra Holdings Ltd.
Founded in 2018 and formerly known as Phyto Extractions Inc., Adastra is a leading manufacturer and supplier of innovative ethnobotanical and cannabis science products designed for the adult-use and medical markets and forward-looking therapeutic applications. Adastra is recognized as a high-capacity processor and co-manufacturer throughout Canada. Adastra is known for its popular line of Phyto Extractions branded cannabis concentrate products available on shelves at over 1,400 adult-use retailers across the country. The Company also operates Adastra Labs, a 13,500 sq. ft. agricultural-scale Health Canada licensed facility located in Langley, BC, focused on extraction, distillation, and manufacturing of cannabis-derived products. Adastra has successfully taken steps in becoming a licensed cultivator, tester, extractor, and seller of controlled substances, including Psilocybin, Psilocin, MDMA, N, N-Dimethyltryptamine (DMT), 5- MeO-DMT, and LSD by applying for a Controlled Substances Dealer's Licence, which is under review by Health Canada. Pending Health Canada approval, Adastra is poised to be a drug formulation and development leader in this emerging sector. In addition, with the recent acquisition of 1225140 B.C. Ltd., doing business as PerceiveMD, Adastra operates a multidisciplinary centre for medical cannabis and psychedelic therapies, working alongside doctors and healthcare professionals within the regulated environment to help create efficacious remedies that address the actual needs of patients. For more information, visit: www.adastraholdings.ca.
Forward-Looking Information
This news release contains forward-looking information within the meaning of Canadian securities legislation concerning the business of the Company. Forward-looking information is based on certain key expectations and assumptions made by the management of the Company. Although the Company believes that the expectations and assumptions on which such forward looking information is based are reasonable, undue reliance should not be placed on the forward-looking information because the Company can give no assurance that they will prove to be correct. Forward looking information in this news release includes statements regarding, but not limited to: creating long-term significant value for the Company's shareholders; the expectation that progress in sales volume, production output, market share and partnerships will continue in the future; the expectation that maximizing PerceiveMD will bolster the Company's future business and add additional revenue; the belief that PerceiveMD addresses the gap that exists in the market for a patient access platform; the expectation that the Company's pre-roll business represents a significant growth opportunity; the belief that the Company has established a diversified platform for profitable growth and differentiation in the marketplace and the intention to leverage this to create sustainable value for stakeholders; and other general statements regarding the Company's platform for profitable growth and creation of sustainable value for customers, partners and shareholders. There are numerous risks and uncertainties that could cause actual results and the Company's plans and objectives to differ materially from those expressed in the forward-looking information. Important factors that could cause actual results to differ materially from those expressed in the forward-looking information include: the availability of a qualified workforce; changes in regulations or licensing affecting the Company's business; reduced demand for cannabis and cannabis related products; reductions in the Company's retail space and store locations; and other factors beyond the control of the Company. These and all subsequent written and oral forward-looking information are based on estimates and opinions of management on the dates they are made and are expressly qualified in their entirety by this notice. Except as required by law, the Company does not intend to update these forward-looking statements.
Contacts:
Michael Forbes, Director and CEO
(778) 715 5011
michael@adastraholdings.ca
Alyssa Barry
Media and Investor Relations
alyssa@irlabs.ca
Adastra Expands Market Footprint through Receipt of Medical Sales License from Health Canada
LANGLEY, BC, August 17, 2022 - Adastra Holdings Ltd. (CSE: XTRX) (FRA: D2EP) ("Adastra" or the "Company"), a leading cannabis company focused on processing, product development, sales, organoleptic testing and analytical testing, is pleased to announce it has received its Medical Sales License from Health Canada which now authorizes Adastra to sell cannabinoid-containing products that are formulated for and distributed to the medical cannabis market.
With its Medical Sales License, Adastra is now authorized to:
- Sell cannabis extracts and dried cannabis to medical cannabis patients and licensed health practitioners; and
- Develop a broad range of products classified as cannabis extracts including:
- Inhaled (vaporizer cartridge and shatter),
- Ingested (tincture, oil, capsule, soft gel and oral spray), and
- Other (suppository).
"This license marks another milestone for Adastra as we see a significant market opportunity for plant-based, natural medical remedies," said Michael Forbes, Chief Executive Officer of Adastra. "We are excited to now produce and distribute cannabis product formats, designed for the medical market as Canada once again re-forms this patient-focused market that was the foundation for federal legalization. With my background in healthcare and strong ties to the medical community - including some of Canada's largest pharmacy distributors and pharmacies - Adastra's ability to produce and sell to the re-emerging and established medical market positions us to leverage our PerceiveMD clinics for direct-to-patient sales and pharmacy sales. Adastra has the added advantage through our PerceiveMD clinics to work directly with medical patients and collaborate with practitioners in developing plant-based alternative remedies designed for the medical cannabis market."
Adastra's Medical Sales License will enable the Company to maximize the full potential of PerceiveMD, Adastra's wholly-owned platform, that assesses patients seeking alternative treatments and remedies and provides documentation to enable access.
"We continue to see an uptick in the therapeutic use of cannabis for symptom relief - everything from cancer, menopause, stress, depression, anxiety and so on," Forbes added. "There is less stigma and more awareness today than ever before about the potential healing and symptom relief qualities of cannabis. We believe we'll continue to see a rise in popularity of cannabis for medicinal purposes and we are positioning Adastra to capture and serve this significant market."
♦The global medical cannabis market is projected to grow to $248.42 Billion by 2030 at a 31.97% CAGR according to a recent report by Market Research Future. 1
Adastra expects to start producing medical format cannabis products, specifically CBD tinctures by January 2023. The Company is currently exploring medical distribution platforms for Canadian sales and plans to formulate products based on recommendations from practitioners and patients in its established network.
Note 1: https://ca.finance.yahoo.com/news/medical-marijuana-market-worth-usd-160000093.html
About Adastra Holdings Ltd.
Adastra is a leading manufacturer and supplier of innovative ethnobotanical and cannabis science products designed for the adult-use, medical markets and forward-looking therapeutic applications. Adastra is recognized as a high-capacity processor and co-manufacturer throughout Canada. Adastra acquired 100% of the legacy-built brand Phyto Extractions in September 2021. The brand is well-known for its cannabis concentrate products, available on shelves at over 1,400 adult-use retailers across the country. The Company also operates Adastra Labs, a 13,500 sq. ft. agricultural-scale Health Canada licensed facility located in Langley, British Columbia, focused on extraction, distillation, and manufacturing of cannabis-derived products. Adastra has successfully taken steps in becoming a licensed cultivator, tester, extractor, and seller of controlled substances, including Psilocybin and Psilocin, by applying for a Controlled Substances Dealer's License, which is under review by Health Canada. Pending Health Canada approval, Adastra is poised to be a drug formulation and development leader in this emerging sector. In addition, the acquisition of 1225140 B.C. Ltd., doing business as PerceiveMD, Adastra operates a multidisciplinary manufacturer for medical cannabis and psychedelic therapies, working alongside practitioners and healthcare professionals within the regulated environment to help create efficacious remedies that address the actual needs of patients. For more information, visit: www.adastraholdings.ca.
Contacts
Michael Forbes, CEO, Corporate Secretary & Director
(778) 715 5011,
michael@adastraholdings.ca
Stephanie Martens, Investor Relations
ir@adastraholdings.ca
Forward-Looking Information
This news release contains forward-looking information within the meaning of Canadian securities legislation concerning the business of the Company. Forward-looking information is based on certain key expectations and assumptions made by the management of the Company. Although the Company believes that the expectations and assumptions on which such forward looking information is based are reasonable, undue reliance should not be placed on the forward-looking information because the Company can give no assurance that they will prove to be correct. Forward looking information in this news release includes statements regarding, but not limited to: (i) the expected activities that the Company may conduct with a Medical Sales License; (ii) the ability of the Company to leverage its existing clinics for direct-to-patient and pharmacy sales through its ability to sell to the growing and established medical market; (iii) the expectation that the Company will start producing medical cannabis products by January 2023; and (iv) pending approvals, Adastra is poised to be a drug formulation and development leader in controlled substances. There are numerous risks and uncertainties that could cause actual results and the Company's plans and objectives to differ materially from those expressed in the forward-looking information. Important factors that could cause actual results to differ materially from those expressed in the forward-looking information include: the availability of a qualified workforce; changes in regulations or licensing affecting the Company's business; reduced demand for cannabis and cannabis related products; reductions in the Company's retail space and store locations; and other factors beyond the control of the Company. These and all subsequent written and oral forward-looking information are based on estimates and opinions of management on the dates they are made and are expressly qualified in their entirety by this notice. Except as required by law, the Company does not intend to update these forward-looking statements.
ADASTRA ANNOUNCES GRANT OF STOCK OPTIONS
Langley, BC, August 22, 2022 - Adastra Holdings Ltd. (CSE: XTRX) (FRA: D2EP) ("Adastra", or the "Company") is pleased to announce it has granted 300,000 stock options (each, an "Option") to a certain director for the purchase of up to 300,000 common shares of the Company at a price of $0.75 per common share. Each Option is exercisable for a period of five (5) years.
About Adastra Holdings Ltd.:
Adastra is a leading manufacturer and supplier of innovative ethnobotanical and cannabis science products designed for the adult-use, medical markets and forward-looking therapeutic applications. Adastra is recognized as a high-capacity processor and co-manufacturer throughout Canada. Adastra acquired 100% of the legacy-built brand Phyto Extractions in September 2021. The brand is well-known for its cannabis concentrate products, available on shelves at over 1,400 adult-use retailers across the country. The Company also operates Adastra Labs, a 13,500 sq. ft. agricultural-scale Health Canada licensed facility located in Langley, British Columbia, focused on extraction, distillation, and manufacturing of cannabis-derived products. Adastra has successfully taken steps in becoming a licensed cultivator, tester, extractor, and seller of controlled substances, including Psilocybin and Psilocin, by applying for a Controlled Substances Dealer's License, which is under review by Health Canada. Pending Health Canada approval, Adastra is poised to be a drug formulation and development leader in this emerging sector. In addition, the acquisition of 1225140 B.C. Ltd., doing business as PerceiveMD, Adastra operates a multidisciplinary manufacturer for medical cannabis and psychedelic therapies, working alongside practitioners and healthcare professionals within the regulated environment to help create efficacious remedies that address the actual needs of patients. For more information, visit: www.adastraholdings.ca.
Contacts
Michael Forbes, CEO, Corporate Secretary & Director
(778) 715 5011
michael@adastraholdings.ca
Stephanie Martens, Investor Relations
ir@adastraholdings.ca
The Canadian Securities Exchange has not reviewed or approved the contents of this news release.
Adastra Holdings Ltd.
(formerly Phyto Extractions Inc.)
Condensed Interim Consolidated Financial Statements
For the three and six months ended June 30, 2022 and 2021
(Unaudited - Expressed in Canadian dollars)
Notice of Disclosure of Non-Auditor Review of the Condensed Interim Consolidated Financial Statements for the Three and Six Months ended June 30, 2022 and 2021.
Pursuant to subsection 4.3(3)(a) of National Instrument 51-102 - Continuous Disclosure Obligations, issued by the Canadian Securities Administrators, if an auditor has not performed a review of the interim financial statements, they must be accompanied by a notice indicating that the financial statements have not been reviewed by an auditor.
The accompanying unaudited condensed interim consolidated financial statements of Adastra Holdings Ltd. (the "Company") for the interim period ended June 30, 2022 and 2021, have been prepared in accordance with the International Accounting Standard 34 - Interim Financial Reporting, as issued by the International Accounting Standards Board, and are the responsibility of the Company's management.
The Company's independent auditors, Davidson and Company LLP, have not performed a review of these condensed interim consolidated financial statements.
August 25, 2022
|
ADASTRA HOLDINGS LTD. (formerly Phyto Extractions Inc.) |
| Note | June 30, 2022 |
December 31, 2021 |
|||||||
| $ | $ | ||||||||
| ASSETS | |||||||||
| Current assets | |||||||||
| Cash | 380,404 | 744,541 | |||||||
| Amounts receivable | 6 | 2,573,228 | 1,497,812 | ||||||
| Prepaid expenses and deposits | 7 | 464,134 | 150,128 | ||||||
| Inventory | 8 | 1,671,629 | 1,828,173 | ||||||
| 5,089,395 | 4,220,654 | ||||||||
| Long-term deposits | 7 | 112,000 | 109,800 | ||||||
| Property and equipment | 9 | 9,384,104 | 9,774,966 | ||||||
| Intangible assets | 10 | 3,337,708 | 3,541,608 | ||||||
| Goodwill | 4, 5, 11 | 11,108,422 | 11,108,422 | ||||||
| Total assets | 29,031,629 | 28,755,450 | |||||||
| LIABILITIES | |||||||||
| Current liabilities | |||||||||
| Accounts payable and accrued liabilities | 12, 16 | 3,291,460 | 1,829,025 | ||||||
| Current portion of lease liability | 13 | 11,233 | 10,688 | ||||||
| Mortgage payable | 14 | 3,518,959 | 3,501,554 | ||||||
| 6,821,652 | 5,341,267 | ||||||||
| Deferred tax liability | 904,000 | 960,000 | |||||||
| Lease liability | 13 | 15,711 | 21,467 | ||||||
| Government loan | 60,000 | 60,000 | |||||||
| Total liabilities | 7,801,363 | 6,382,734 | |||||||
| EQUITY | |||||||||
| Share capital | 15 | 29,964,446 | 41,964,446 | ||||||
| Shares to be cancelled | 15 | - | (12,000,000 | ) | |||||
| Reserves | 15 | 6,336,019 | 6,336,019 | ||||||
| Deficit | (15,070,199 | ) | (13,927,749 | ) | |||||
| Total equity | 21,230,266 | 22,372,716 | |||||||
| Total liabilities and equity | 29,031,629 | 28,755,450 |
Nature of operations and going concern (Note 1)
Commitments and contingencies (Note 19)
Subsequent events (Note 21)
Approved on behalf of the Board of Directors on August 25, 2022:
|
"Michael Forbes" |
|
"Paul Morgan" |
|
Director |
|
Director |
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
|
ADASTRA HOLDINGS LTD. (formerly Phyto Extractions Inc.) |
| |
Note | Three months ended June 30, |
Six months ended June 30, |
||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||
| $ | $ | $ | $ | ||||||||||||||
| Revenue | 3,051,554 | 1,241,763 | 5,338,275 | 1,830,901 | |||||||||||||
| Cost of sales | 8, 9 | (1,957,487) | (906,123) | (3,416,495) | (1,389,850) | ||||||||||||
| Gross profit | 1,094,067 | 335,640 | 1,921,780 | 441,051 | |||||||||||||
| Operating expenses | |||||||||||||||||
| Advertising and promotion | 262,466 | 105,165 | 551,132 | 135,352 | |||||||||||||
| Data program expenses | 225,638 | - | 365,720 | - | |||||||||||||
| Depreciation and amortization | 9, 10 | 148,980 | 20,489 | 296,308 | 42,112 | ||||||||||||
| Insurance | 53,727 | 21,375 | 81,793 | 37,104 | |||||||||||||
| Office expenses | 159,121 | 60,065 | 315,144 | 150,109 | |||||||||||||
| Professional fees and consulting | 16 | 263,669 | 114,463 | 505,309 | 207,650 | ||||||||||||
| Repair and maintenance | 50,464 | - | 89,965 | - | |||||||||||||
| Research expenses | - | 12,210 | - | 46,664 | |||||||||||||
| Travel | 48,253 | 1,862 | 62,351 | 2,373 | |||||||||||||
| Wages and salaries | 276,074 | 311,799 | 672,575 | 493,835 | |||||||||||||
| Total operating expenses | 1,488,392 | 647,428 | 2,940,297 | 1,115,199 | |||||||||||||
| Loss from operations | (394,325 | ) | (311,788 | ) | (1,018,517 | ) | (674,148 | ) | |||||||||
| Other income (expense) | |||||||||||||||||
| Gain on settlement of accounts payable | - | - | - | 57,500 | |||||||||||||
| Interest expense | 13, 14 | (64,662 | ) | (48,141 | ) | (132,784 | ) | (107,354 | ) | ||||||||
| Interest income | - | 39 | - | 600 | |||||||||||||
| Impairment of property and equipment | 9 | - | (150,000 | ) | - | (150,000 | ) | ||||||||||
| - | |||||||||||||||||
| Loss before income taxes | (458,987 | ) | (509,890 | ) | (1,151,301 | ) | (873,402 | ) | |||||||||
| Deferred income tax recovery | 28,000 | - | 56,000 | - | |||||||||||||
| Income tax expense | (47,149 | ) | - | (47,149 | ) | - | |||||||||||
| Net loss and comprehensive loss | (478,136 | ) | (509,890 | ) | (1,142,450 | ) | (873,402 | ) | |||||||||
| Net loss per share | |||||||||||||||||
| Basic and diluted | (0.01 | ) | (0.01 | ) | (0.02 | ) | (0.02 | ) | |||||||||
| Weighted average number of common shares outstanding | |||||||||||||||||
| Basic and diluted | 59,081,658 | 43,334,100 | 62,526,103 | 43,334,100 | |||||||||||||
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
|
ADASTRA HOLDINGS LTD. (formerly Phyto Extractions Inc.) |
| Common shares |
Share capital |
Shares to be cancelled |
Reserves | Subscriptions received |
Deficit | Total equity |
|||||||||||||||
| # | $ | $ | $ | $ | $ | $ | |||||||||||||||
| Balance, December 31, 2020 | 43,334,100 | 15,822,152 | - | 5,441,814 | - | (11,177,810 | ) | 10,086,156 | |||||||||||||
| Subscriptions received | 135,000 | 135,000 | |||||||||||||||||||
| Loss for the period | - | - | - | - | - | (873,402 | ) | (873,402 | ) | ||||||||||||
| Balance, June 30, 2021 | 43,334,100 | 15,822,152 | - | 5,441,814 | 135,000 | (12,051,212 | ) | 9,347,754 | |||||||||||||
| Shares issued on acquisition of Perceive MD | 2,513,720 | 2,010,976 | - | - | - | - | 2,010,976 | ||||||||||||||
| Shares issued on acquisition of Phyto BrandCo | 20,000,000 | 24,000,000 | (12,000,000 | ) | - | - | - | 12,000,000 | |||||||||||||
| Shares issued pursuant to private placement | 122,727 | 131,318 | - | 3,682 | (135,000 | ) | - | - | |||||||||||||
| Share-based payments | - | - | - | 890,523 | - | - | 890,523 | ||||||||||||||
| Loss for the period | - | - | - | - | - | (1,876,537 | ) | (1,876,537 | ) | ||||||||||||
| Balance, December 31, 2021 | 65,970,547 | 41,964,446 | (12,000,000 | ) | 6,336,019 | - | (13,927,749 | ) | 22,372,716 | ||||||||||||
| Shares returned to treasury | (10,000,000 | ) | (12,000,000 | ) | 12,000,000 | - | - | - | - | ||||||||||||
| Loss for the period | - | - | - | - | - | (1,142,450 | ) | (1,142,450 | ) | ||||||||||||
| Balance, June 30, 2022 | 55,970,547 | 29,964,446 | - | 6,336,019 | - | (15,070,199 | ) | 21,230,266 |
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
|
ADASTRA HOLDINGS LTD. (formerly Phyto Extractions Inc.) |
| 2022 | 2021 | |||||
| $ | $ | |||||
| Operating activities | ||||||
| Net loss for the period | (1,142,450 | ) | (873,402 | ) | ||
| Adjustments for non-cash items: | ||||||
| Depreciation - cost of sales | 352,633 | 411,567 | ||||
| Depreciation and amortization | 296,308 | 42,112 | ||||
| Gain on settlement of accounts payable | - | (57,500 | ) | |||
| Interest expense | 132,655 | 107,354 | ||||
| Interest income | - | (600 | ) | |||
| Impairment of property and equipment | - | 150,000 | ||||
| Deferred income tax recovery | (56,000 | ) | - | |||
| Income tax expense | 35,149 | - | ||||
| Net change in non-cash working capital items: | ||||||
| Amounts receivable | (1,075,416 | ) | 752,260 | |||
| Prepaid expenses and deposits | (316,206 | ) | (193,778 | ) | ||
| Inventory | 156,544 | (514,891 | ) | |||
| Accounts payable and accrued liabilities | 1,427,286 | (62,654 | ) | |||
| Cash used in operating activities | (189,497 | ) | (239,532 | ) | ||
| Investing activities | ||||||
| Purchases of property and equipment | (54,179 | ) | (349,196 | ) | ||
| Interest income | - | 600 | ||||
| Cash used in investing activities | (54,179 | ) | (348,596 | ) | ||
| Financing activities | ||||||
| Borrowing costs - mortgage | - | (9,238 | ) | |||
| Interest paid - mortgage | (113,750 | ) | (107,354 | ) | ||
| Interest paid - lease liability | (1,500 | ) | - | |||
| Principal repaid - lease liability | (5,211 | ) | - | |||
| Cash used in financing activities | (120,461 | ) | (116,592 | ) | ||
| Net decrease in cash | (364,137 | ) | (704,720 | ) | ||
| Cash, beginning of period | 744,541 | 1,145,461 | ||||
| Cash, end of period | 380,404 | 440,741 |
Supplemental cash flow information (Note 17)
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
|
ADASTRA HOLDINGS LTD. (formerly Phyto Extractions Inc.) |
NOTE 1 - NATURE OF OPERATIONS AND GOING CONCERN
Adastra Holdings Ltd. (formerly Phyto Extractions Inc.) (the "Company") was incorporated under the laws of the province of British Columbia on October 14, 1987. The Company extracts and processes cannabis for sale to the recreational and medical markets in Canada. The Company is listed on the Canadian Securities Exchange ("CSE") under the symbol "XTRX". The Company's registered and records office is located at 5451 275th Street, Langley City, British Columbia, V4W 3X8.
On April 9, 2021, the Company consolidated its issued share capital on a ratio of three (3) old common shares for every one (1) new post-consolidated common share. All current and comparative references to the number of common shares, weighted average number of common shares, loss per share, stock options and warrants have been restated to give effect to this share consolidation.
On August 10, 2021, the Company completed the acquisition of all of the issued and outstanding shares of 1225140 B.C. Ltd., doing business as PerceiveMD ("PerceiveMD") from the shareholders of PerceiveMD, pursuant to the terms of a share purchase agreement dated August 10, 2021 (Note 4).
On September 1, 2021, the Company changed its name to Adastra Holdings Ltd. (formerly Phyto Extractions Inc.). Trading of the Company's common shares resumed under the new name and under the same ticker symbol "XTRX" on the Canadian Securities Exchange as the market opened on September 1, 2021. Prior to this on April 9, 2021, the Company changed its name from Adastra Labs Holdings Ltd. to Phyto Extractions Inc. and on December 19, 2019 from Arrowstar Resources Ltd to Adastra Labs Holdings Ltd.
On September 15, 2021, the Company completed the acquisition of privately held 1204581 B.C. Ltd., doing business as Phyto Extractions ("Phyto BrandCo"), the owner of the intellectual property rights for the Phyto Extractions brand (Note 5).
These unaudited condensed interim consolidated financial statements ("interim financial statements) are prepared on the basis that the Company will continue as a going concern, which assumes that the Company will be able to continue its operations for the foreseeable future and will be able to realize its assets and discharge its liabilities and commitments in the normal course of operations. These interim financial statements do not include any adjustments relating to the recoverability and classification of assets and liabilities that might be necessary should the Company be unable to continue in existence. The Company's ability to continue as a going concern is dependent on its ability to generate positive cash flows from operations, complete additional financings, and/or extend or modify its mortgage payable (Note 14).
As at June 30, 2022, the Company had a working capital deficiency of $1,732,257 (December 31, 2021 - $1,120,613). During the three and six months ended June 30, 2022, the Company incurred a net loss of $478,136 and $1,142,450, respectively (2021 - $509,890 and $873,402, respectively). These events and conditions indicate a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. If the going concern assumption were not appropriate for these interim financial statements, it could be necessary to restate the Company's assets and liabilities on a liquidation basis.
NOTE 2 - BASIS OF PRESENTATION
(a) Statement of compliance
These interim financial statements were approved by the Board of Directors and authorized for issue on August 25, 2022.
|
ADASTRA HOLDINGS LTD. (formerly Phyto Extractions Inc.) |
NOTE 2 - BASIS OF PRESENTATION (continued)
These interim financial statements have been prepared in accordance with International Accounting Standard 34 - Interim Financial Reporting, using accounting policies consistent with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and interpretations of the International Financial Reporting Interpretations Committee ("IFRIC"). As such, these interim financial statements do not contain all the disclosures required by IFRS for annual financial statements and should be read in conjunction with the Company's audited annual consolidated financial statements for the years ended December 31, 2021, 2020, and the eight months ended December 31, 2019 ("annual financial statements").
(b) Basis of measurement
These interim financial statements have been prepared on a historical cost basis except for those financial instruments which have been classified at fair value through profit or loss. In addition, except for cash flow information, these interim financial statements have been prepared using the accrual method of accounting.
All amounts on these interim financial statements are presented in Canadian dollars which is the functional currency of the Company and its subsidiaries.
(c) Reclassification of prior amounts
The Company has reclassified certain comparative information on the condensed interim consolidated statements of loss and comprehensive loss and the condensed interim consolidated statements of cash flows to conform with current period presentation.
(d) Re-cast of March 2022 financial statements
The March 31, 2022 balances have been re-casted to adjust for wages and salary costs of production that should have been classified as finished goods within inventory as they relate to costs incurred in bringing the inventory to its present location and condition.
| Statement of Loss and Comprehensive Loss | As filed | Adjustment | Re-cast | ||||||
| $ | $ | $ | |||||||
| Wages and salaries | 640,278 | (243,777 | ) | 396,501 | |||||
| Total operating expenses | 1,695,682 | (243,777 | ) | 1,451,905 | |||||
| Net loss and comprehensive loss | (908,091 | ) | 243,777 | (664,314 | ) | ||||
| Statement of Financial Position | As filed | Adjustment | Re-cast | ||||||
| $ | $ | $ | |||||||
| Inventory | 1,171,256 | 243,777 | 1,415,033 | ||||||
| Total assets | 28,176,801 | 243,777 | 28,420,578 | ||||||
| Deficit | (14,835,840 | ) | 243,777 | (14,592,063 | ) |
|
ADASTRA HOLDINGS LTD. (formerly Phyto Extractions Inc.) |
NOTE 2 - BASIS OF PRESENTATION (continued)
(e) Principles of consolidation
These interim financial statements include the financial information of the Company and its subsidiaries. All intercompany transactions and balances are eliminated on consolidation. Control exists where the parent entity has power over the investee and is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. These interim financial statements incorporate the accounts of the Company and the following subsidiaries:
| Functional currency |
Ownership percentage |
|||||
| Adastra Labs Holdings (2019) Ltd. (formerly Adastra Labs Holdings Ltd.) | CAD | 100% | ||||
| Adastra Labs Inc. | CAD | 100% | ||||
| 1178562 B.C. Ltd. | CAD | 100% | ||||
| Adastra Brands Inc. | CAD | 100% | ||||
| Chemia Analytics Inc. | CAD | 100% | ||||
| 1225140 B.C. Ltd (PerceiveMD) | CAD | 100% | ||||
| 1204581 B.C. Ltd. (Phyto BrandCo) | CAD | 100% |
Subsidiaries are entities controlled by the Company and are included in the interim financial statements from the date that control commences until the date that control ceases. The accounting policies of subsidiaries are changed where necessary to align them with the policies adopted by the Company.
(f) Standards issued but not yet effective
Certain pronouncements have been issued by the IASB or IFRIC that are effective for accounting periods beginning on or after January 1, 2022. The Company has reviewed these updates and determined that many of these updates are not applicable or consequential to the Company and have been excluded from discussion within these significant accounting policies.
NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES
The accounting policies applied in the preparation of these interim financial statements are consistent with those applied and disclosed in Note 3 of the annual financial statements:
Significant estimates and assumptions
The preparation of the interim financial statements requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, revenues and expenses. Management continually evaluates these judgments, estimates and assumptions based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual results may differ from these estimates and judgments which may cause a material adjustment to the carrying amounts of assets and liabilities. The Company's interim results are not necessarily indicative of its results for a full year. The critical judgements and estimates applied in the preparation of these interim financial statements are consistent with those applied and disclosed in Note 3 of the annual financial statements.
NOTE 4 - ACQUISITION OF PERCEIVEMD
On August 10, 2021, the Company acquired all of the issued and outstanding shares of PerceiveMD. At closing, the Company issued 2,513,720 common shares to the former shareholders of PerceiveMD at a share price on the date of acquisition of $0.80 per share for $2,010,976 and $10,000 in cash, for total consideration of $2,020,976.
|
ADASTRA HOLDINGS LTD. (formerly Phyto Extractions Inc.) |
NOTE 4 - ACQUISITION OF PERCEIVEMD (continued)
PerceiveMD is a multidisciplinary, patient-focused center providing comprehensive assessments for medical cannabis and other therapies. The acquisition will allow the Company to generate revenue from providing cannabis under medical prescriptions.
The transaction was accounted for as a business combination under IFRS 3 - Business Combinations. The allocation of the purchase consideration is as follows:
| Assets acquired: | $ | ||
| Cash | 26,302 | ||
| Accounts receivable | 13,647 | ||
| Corporate taxes receivable | 26,000 | ||
| 65,949 | |||
| Liabilities assumed: | |||
| Accounts payable and other accrued liabilities | (19,206 | ) | |
| Fair value of net assets acquired | 46,743 | ||
| Purchase consideration | |||
| Share consideration | 2,010,976 | ||
| Cash consideration | 10,000 | ||
| 2,020,976 | |||
| Identifiable intangible asset: | |||
| Patient relationships | 414,000 | ||
| Deferred tax liability | (112,000 | ) | |
| Goodwill | 1,672,233 |
The carrying value of the assets and liabilities acquired equates to fair value due to their short-term nature, other than patient relationships (the "Patient Relationships") which are depreciated over their estimated useful economic lives.
The intangible assets are comprised of Patient Relationships with a fair value of $414,000. The fair value of the Patient Relationships was determined using the discounted cash flow method taking into account the future cashflows expected to be received from the current list of patients, adjusted to reflect attrition. The key assumptions used in the cash flow projection related to the Patient Relationships include: (1) a discount rate of 16%; (2) patient attrition rate of 20.00%; (3) number of patients of 3,492 at the acquisition date; (4) annual spending of $143 per patient, assumed to grow at a long-term growth rate of 2% per year.
The goodwill generated as a result of this acquisition relates to other intangible assets that do not qualify for separate recognition.
The Company's acquisition of PerceiveMD constituted a related party transaction as Michael Forbes, Chief Executive Officer and a director of the Company was also a director and controlling shareholder of PerceiveMD.
NOTE 5 - ACQUISITION OF PHYTO BRANDCO
On September 15, 2021, the Company acquired all of the issued and outstanding shares of Phyto BrandCo, the owner of the intellectual property rights for the Phyto Extractions brand consisting of 21 registered trademarks. At closing, the Company issued 20,000,000 common shares to the former shareholders of Phyto BrandCo at a share price on the date of acquisition of $1.20 per share, for total consideration of $24,000,000.
Subsequent to the closing of the acquisition, the Company renegotiated the terms of the acquisition with the former shareholders of Phyto BrandCo due to certain conditions in the acquisition agreement not being met. It was resolved that the consideration be amended from $24,000,000 to $12,000,000 by a voluntary return to treasury of 10,000,000 common shares. As a result, the revised consideration is 10,000,000 common shares at a share price on the date of acquisition of $1.20 per share, for total consideration of $12,000,000.
|
ADASTRA HOLDINGS LTD. (formerly Phyto Extractions Inc.) |
NOTE 5 - ACQUISITION OF PHYTO BRANDCO (continued)
Phyto BrandCo licenses its intellectual property to Canadian cannabis license holders and collects royalties by selling cannabis consumer packaged goods to provincial distributors and retailers.
The transaction has been accounted for as a business combination under IFRS 3 - Business Combinations. The allocation of the purchase consideration is as follows:
| Assets acquired: | $ | ||
| Cash | 301,966 | ||
| Accounts receivable | 255,154 | ||
| Prepaid expenses | 19,500 | ||
| Property and equipment | 85,108 | ||
| 661,728 | |||
| Liabilities assumed: | |||
| Accounts payable and other accrued liabilities | (434,252 | ) | |
| Lease liability | (34,665 | ) | |
| Fair value of net identifiable assets acquired | 192,811 | ||
| Purchase consideration | |||
| Share consideration | 24,000,000 | ||
| Shares to be cancelled | (12,000,000 | ) | |
| 12,000,000 | |||
| Identifiable intangible assets: | |||
| Trademarks | 3,250,000 | ||
| Deferred tax liability | (879,000 | ) | |
| Goodwill | 9,436,189 |
The carrying value of the assets and liabilities acquired equates to fair value due to their short-term nature, other than property and equipment and trademarks which are depreciated over their estimated useful economic lives.
Property and equipment acquired included $40,376 of right-of-use assets.
The intangible asset is comprised of trademarks (the "Trademarks") with a fair value of $3,250,000. The fair value of the Trademarks was determined using the relief from royalty method. The key assumptions used in the cash flow projection related to the asset include: (1) a discount rate of 12.50%; (2) royalty rate of 10.00% for the remaining period of the licensing agreement and 2.0% thereafter, and (3) annual net profit of the Licensee.
The goodwill generated as a result of this acquisition relates to other intangible assets that do not qualify for separate recognition.
The lease liability represents one lease with a fair value of $34,665 on the date of acquisition, which is the net present value of the minimum future lease payments determined using the following assumptions: (1) remaining number of payments - 36; (2) monthly payment - $1,119; and (3) incremental borrowing rate - 10%.
|
ADASTRA HOLDINGS LTD. (formerly Phyto Extractions Inc.) |
NOTE 6 - AMOUNTS RECEIVABLE
As at June 30, 2022 and December 31, 2021, receivables consisted of the following:
| June 30, 2022 |
December 31, 2021 |
|||||
| $ | $ | |||||
| Trade receivables, net of expected credit losses | 2,540,057 | 1,441,601 | ||||
| Sales tax recoverable | 11,171 | 36,211 | ||||
| Income tax receivable | 22,000 | 20,000 | ||||
| 2,573,228 | 1,497,812 |
During the three and six months ended June 30, 2022, the Company recorded no provision for expected credit losses against trade receivables (2021 - $nil and $nil, respectively).
NOTE 7 - PREPAID EXPENSES AND DEPOSITS
As at June 30, 2022 and December 31, 2021, prepaid expenses and deposits consisted of the following:
| June 30, 2022 |
December 31, 2021 |
|||||
| $ | $ | |||||
| Prepaid expenses | 187,037 | 115,372 | ||||
| Deposits | 277,097 | 34,756 | ||||
| 464,134 | 150,128 |
As at June 30, 2022, deposits of $277,097 (December 31, 2021 - $34,756), consist of deposits made for laboratory equipment.
As at June 30, 2022, long-term deposits of $112,000 (December 31, 2021 - $109,800) consist of deposits held in trust for excise bond and other deposits.
NOTE 8 - INVENTORY
As at June 30, 2022 and December 31, 2021, inventory consisted of the following:
| June 30, 2022 |
December 31, 2021 |
|||||
| $ | $ | |||||
| Dried cannabis and hemp biomass | 499,032 | 545,765 | ||||
| Production work in process - distillate | 423,113 | 462,737 | ||||
| Extracted cannabis and hemp oils (finished goods) | 749,484 | 819,671 | ||||
| 1,671,629 | 1,828,173 |
Inventory expensed to cost of sales during the three and six months ended June 30, 2022 were $1,780,781 and $3,063,862, respectively (2021 - $570,627 and $974,864, respectively).
|
ADASTRA HOLDINGS LTD. (formerly Phyto Extractions Inc.) |
NOTE 9 - PROPERTY AND EQUIPMENT
The following table summarizes the continuity of property and equipment as at June 30, 2022 and December 31, 2021:
| Land | Building | Furniture and equipment |
Computer software |
Laboratory equipment |
Extraction equipment |
Building improvements |
Right-of- use asset |
Total | |||||||||||||||||||
| $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||
| Cost | |||||||||||||||||||||||||||
| Balance, December 31, 2020 | 1,592,232 | 1,999,328 | 84,849 | 12,105 | 211,395 | 2,911,209 | 3,928,281 | - | 10,739,399 | ||||||||||||||||||
| Acquisition of Phyto Extractions | - | - | 44,729 | - | - | - | - | 40,376 | 85,105 | ||||||||||||||||||
| Additions | - | - | 28,206 | 150,000 | 257,820 | 342,779 | - | - | 778,805 | ||||||||||||||||||
| Impairment | - | - | - | (150,000 | ) | - | - | - | - | (150,000 | ) | ||||||||||||||||
| Balance, December 31, 2021 | 1,592,232 | 1,999,328 | 157,784 | 12,105 | 469,215 | 3,253,988 | 3,928,281 | 40,376 | 11,453,309 | ||||||||||||||||||
| Additions | - | - | 19,387 | - | - | 4,665 | 30,127 | - | 54,179 | ||||||||||||||||||
| Balance, June 30, 2022 | 1,592,232 | 1,999,328 | 177,171 | 12,105 | 469,215 | 3,258,653 | 3,958,408 | 40,376 | 11,507,488 | ||||||||||||||||||
| Accumulated depreciation | |||||||||||||||||||||||||||
| Balance, December 31, 2020 | - | 216,511 | 20,403 | 1,816 | 20,527 | 296,978 | 146,101 | - | 702,336 | ||||||||||||||||||
| Depreciation | - | 99,968 | 19,621 | 2,056 | 77,662 | 576,919 | 196,416 | 3,365 | 976,007 | ||||||||||||||||||
| Balance, December 31, 2021 | - | 316,479 | 40,024 | 3,872 | 98,189 | 873,897 | 342,517 | 3,365 | 1,678,343 | ||||||||||||||||||
| Depreciation | - | 49,984 | 13,514 | 824 | 37,102 | 238,303 | 98,584 | 6,730 | 445,041 | ||||||||||||||||||
| Balance, June 30, 2022 | - | 366,463 | 53,538 | 4,696 | 135,291 | 1,112,200 | 441,101 | 10,095 | 2,123,384 | ||||||||||||||||||
| Carrying value | |||||||||||||||||||||||||||
| Balance, December 31, 2021 | 1,592,232 | 1,682,849 | 117,760 | 8,233 | 371,026 | 2,380,091 | 3,585,764 | 37,011 | 9,774,966 | ||||||||||||||||||
| Balance, June 30, 2022 | 1,592,232 | 1,632,865 | 123,633 | 7,409 | 333,924 | 2,146,453 | 3,517,307 | 30,281 | 9,384,104 |
During the three and six months ended June 30, 2022, the Company allocated $176,706 and $352,633, respectively (2021 - $207,027 and $411,567, respectively) of depreciation to cost of sales and $47,030 and $92,408, respectively (2021 - $20,489 and $42,112, respectively) to operating expense.
|
ADASTRA HOLDINGS LTD. (formerly Phyto Extractions Inc.) |
NOTE 10 - INTANGIBLE ASSETS
The following table summarizes the continuity of intangible assets as at June 30, 2022 and December 31, 2021:
| Trademarks | Patient relationships |
Total | |||||||
| $ | $ | $ | |||||||
| Cost | |||||||||
| Balance, December 31, 2020 | - | - | - | ||||||
| Additions | 3,250,000 | 414,000 | 3,664,000 | ||||||
| Balance, June 30, 2022 and December 31, 2021 | 3,250,000 | 414,000 | 3,664,000 | ||||||
| Accumulated depreciation | |||||||||
| Balance, December 31, 2020 | - | - | - | ||||||
| Amortization | 94,792 | 27,600 | 122,392 | ||||||
| Balance, December 31, 2021 | 94,792 | 27,600 | 122,392 | ||||||
| Amortization | 162,500 | 41,400 | 203,900 | ||||||
| Balance, June 30, 2022 | 257,292 | 69,000 | 326,292 | ||||||
| Carrying value | |||||||||
| Balance, December 31, 2021 | 3,155,208 | 386,400 | 3,541,608 | ||||||
| Balance, June 30, 2022 | 2,992,708 | 345,000 | 3,337,708 |
During the year ended December 31, 2021, the Company acquired a total of $3,250,000 in trademarks (Note 5). These trademarks have a useful life of 10 years and are measured at cost less accumulated amortization and impairment losses. These trademarks are amortized on a straight-line basis over their estimated useful lives. Useful lives, residual values, and amortization methods for intangible assets with finite useful lives are reviewed at least annually.
During the year ended December 31, 2021, the Company acquired a total of $414,000 in patient relationships (Note 4). These relationships have a useful life of 5 years and are measured at cost less accumulated amortization and impairment losses. These relationships are amortized on a straight-line basis over their estimated useful lives. Useful lives, residual values, and amortization methods for intangible assets with finite useful lives are reviewed at least annually.
NOTE 11 - GOODWILL
| June 30, 2022 |
December 31, 2021 |
|||||
| $ | $ | |||||
| Opening balance | 11,108,422 | - | ||||
| Addition - PerceiveMD acquisition (Note 4) | - | 1,672,233 | ||||
| Addition - Phyto BrandCo acquisition (Note 5) | - | 9,436,189 | ||||
| Closing balance | 11,108,422 | 11,108,422 |
During the three and six months ended June 30, 2022, the Company recognized no impairment expense related to the intangible assets (2021 - $nil and $nil, respectively).
|
ADASTRA HOLDINGS LTD. (formerly Phyto Extractions Inc.) |
NOTE 12 - ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
As at June 30, 2022 and December 31, 2021, accounts payable and accrued liabilities consisted of the following:
| June 30, 2022 |
December 31, 2021 |
|||||
| $ | $ | |||||
| Accounts payable | 2,358,809 | 1,408,210 | ||||
| Accrued liabilities | 932,651 | 420,815 | ||||
| 3,291,460 | 1,829,025 |
NOTE 13 - LEASE LIABILITY
A summary of the Company's lease liability for the six months ended June 30, 2022 and the year ended December 31, 2021 is as follows:
| June 30, 2022 |
December 31, 2021 |
|||||
| $ | $ | |||||
| Opening balance | 32,155 | - | ||||
| Additions - Phyto BrandCo acquisition | - | 34,665 | ||||
| Interest | 1,500 | 846 | ||||
| Repayments | (6,711 | ) | (3,356 | ) | ||
| Closing balance | 26,944 | 32,155 | ||||
| Less: current portion | 11,233 | 10,688 | ||||
| Long-term portion | 15,711 | 21,467 |
On October 15, 2020, prior to being acquired by the Company, Phyto BrandCo entered into a four-year lease agreement for a promotional vehicle. The base monthly payment is $1,119 with an initial payment of $9,732. The incremental borrowing rate used to discount the lease liability was 10%.
NOTE 14 - MORTGAGE PAYABLE
| Second Mortgage |
Third Mortgage |
Fourth Mortgage |
Total | |||||||||
| $ | $ | $ | $ | |||||||||
| Balance, December 31, 2020 | 2,442,830 | - | - | 2,442,830 | ||||||||
| New mortgage (refinancing) | (2,446,000 | ) | - | 3,500,000 | 1,054,000 | |||||||
| Transaction costs | - | (18,345 | ) | (42,778 | ) | (61,123 | ) | |||||
| Finance expense | 35,783 | 104,723 | 133,878 | 274,384 | ||||||||
| Repayments | (32,613 | ) | (86,378 | ) | (89,546 | ) | (208,537 | ) | ||||
| Balance, December 31, 2021 | - | - | 3,501,554 | 3,501,554 | ||||||||
| Finance expense | - | - | 131,155 | 131,155 | ||||||||
| Repayments | - | - | (113,750 | ) | (113,750 | ) | ||||||
| Balance, June 30, 2022 | - | - | 3,518,959 | 3,518,959 |
(i) On February 1, 2020, the Company renewed the first mortgage of $2,446,000 (the "Second Mortgage") which bore interest at the rate of 8.00% per annum, calculated monthly. The Second Mortgage matured on February 1, 2021 and was renewed as discussed below.
The carrying value of the Second Mortgage payable as at December 31, 2020 was $2,442,830. Included in mortgage payable on initial recognition were the related mortgage transaction costs of $18,345 which were being amortized over the term of the Second Mortgage using the effective interest rate method.
|
ADASTRA HOLDINGS LTD. (formerly Phyto Extractions Inc.) |
NOTE 14 - MORTGAGE PAYABLE (continued)
The Company maintained minimum interest-only payments of $16,307 per month in connection with the Second Mortgage. Total interest expense of the Second Mortgage during the three and six months ended June 30, 2022 were $nil and $nil, respectively (2021 - $nil and $35,783, respectively).
(ii) On February 1, 2021, the Company renewed the Second Mortgage of $2,446,000 (the "Third Mortgage") which bears interest at the rate of 8.00% per annum, calculated monthly. The Third Mortgage matures on February 1, 2022, can be repaid before maturity without penalty and is secured by the mortgage property and building improvements. The Third Mortgage payable was recorded at amortized cost (principal value less $18,345 transaction costs).
On July 9, 2021, the Third Mortgage was refinanced (see below). Until refinancing, the Company maintained minimum interest-only payments of $16,307 per month. Total interest expense during the three and six months ended June 30, 2022 were $nil and $nil, respectively (2021 - $53,389 and $71,164, respectively).
(iii) On July 9, 2021, the Company refinanced the Third Mortgage and increased the facility to $3,500,000 (the "Fourth Mortgage") which bears interest at the rate of 6.50% per annum, calculated monthly for one year. The mortgage has a maturity date of July 1, 2022 and is secured by the mortgage property and building improvements. The Company is in the process of refinancing the Fourth mortgage and has agreed to continue to make scheduled interest payment of $18,858 per month until this refinancing is finalized.
The Fourth Mortgage payable was recorded at amortized cost (principal value less $42,778 transaction costs). The carrying value of the Fourth Mortgage on June 30, 2022 was $3,518,959 (December 31, 2021 - $3,501,554). Which included the mortgage principle of $3,500,000 and accrued interest of $18,959.
The Company maintains minimum interest-only payments of $18,959 per month. As at June 30, 2022 the total non-discounted remaining scheduled payments related to the mortgage including interest payments totaled $3,518,959. Total interest expense during the three and six months ended June 30, 2022 was $63,904 and $131,155, respectively (2021 - $nil and $nil, respectively).
NOTE 15 - SHARE CAPITAL
(a) Authorized
Unlimited number of voting common shares without par value.
(b) Issued share capital
As at June 30, 2022, 55,970,547 common shares were issued and outstanding.
(c) Share issuances
During the six months ended June 30, 2022, the Company had the following share transactions:
(i) On April 29, 2022, 10,000,000 common shares related to the amended agreement between the Company and former owners of Phyto BrandCo were returned to treasury and cancelled for no consideration.
During the year ended December 31, 2021, the Company had the following share transactions:
(ii) On August 10, 2021, the Company issued 2,513,720 common shares at $0.80 per share for a total consideration of $2,010,976 pursuant to the acquisition of PerceiveMD (Note 4).
|
ADASTRA HOLDINGS LTD. (formerly Phyto Extractions Inc.) |
NOTE 15 - SHARE CAPITAL (continued)
(iii) On September 15, 2021, the Company issued 20,000,000 common shares at $1.20 per share for total consideration of $24,000,000 pursuant to the acquisition Phyto BrandCo. Subsequent to the closing of the acquisition, the Company renegotiated terms of the acquisition with the former shareholders of Phyto BrandCo due to certain conditions in the acquisition agreement not being met. It was resolved that the consideration be amended from $24,000,000 to $12,000,000 by a voluntary return to treasury of 10,000,000 common shares (Note 5).
(iv) On October 18, 2021, the Company completed a non-brokered private placement whereby the Company issued 122,727 units at a price of $1.10 per unit for gross proceeds of $135,000 (Note 15(g)). Each unit is comprised of one common share and one transferrable common share purchase warrant with each warrant entitling the holder thereof to acquire one common share at a price of $1.75 per share for two years from the date of the closing. The $131,318 fair value of the 122,727 shares issued was determined based on the Company's share price of $1.07 on the grant date, and the residual value of $3,682 was allocated to warrants reserves. The warrants are subject to an acceleration provision whereby if the daily closing price of the common shares closes at or above $2.00 per share for 50 consecutive trading days, then the Company may accelerate the expiration date of the warrants to the date that is 30 trading days from the date that notice of such acceleration is given via news release. From and after the new accelerated expiration date, no warrants may be exercised, and all unexercised warrants would be void.
(d) Escrow shares
The Company entered into an Escrow Agreement in connection with closing the Reverse takeover ("RTO") on December 20, 2019, in relation to certain of its common shares which were placed in escrow. Pursuant to the Escrow Agreement the escrowed common shares are subject to a timed-release schedule whereby a 10% portion of the escrow shares will be released beginning on listing date, and 15% every six months thereafter until January 6, 2023.
As at June 30, 2022, 2,600,000 common shares were held in escrow (December 31, 2021 - 3,900,000).
(e) Stock options
The Company has an incentive stock option plan (the "Plan") which provides for the granting of options. Under the Plan the maximum number of stock options issued cannot exceed 10% of the Company's currently issued and outstanding common shares. Options granted under the Plan may have a maximum term of ten years. A participant, who is not a consultant conducting investor relations activities, who is granted an option that is exercisable at the market price at the date of grant, will have their options vest immediately, unless otherwise determined by the Board of Directors. Options granted at below market prices will vest one-sixth every three months.
Options belonging to a participant who is a consultant conducting investor relations activities who is granted an option under the Plan will become vested with the right to exercise one-quarter of the option upon conclusion of every three months subsequent to the grant date. All options are to be settled by physical delivery of shares.
During the six months ended June 30, 2022, no stock options were granted.
During the year ended December 31, 2021, the Company had the following grants:
(i) On August 4, 2021, the Company granted 33,333 stock options with exercise price of $1.35 to certain Directors, Officers, employees, and consultants. The options expire in five years from the date of grant and vest immediately. The fair value of these options was $19,456 ($0.584 per option) and was recognized as a share-based payment expense.
|
ADASTRA HOLDINGS LTD. (formerly Phyto Extractions Inc.) |
NOTE 15 - SHARE CAPITAL (continued)
(ii) On October 25, 2021, the Company granted an aggregate of 900,000 stock options to certain directors and officers for the purchase of up to 900,000 common shares at a price of $1.06 per share. The options expire in five years from the date of grant and vest immediately. The fair value of these options was $718,762 ($0.799 per option) and was recognized as a share-based payment expense.
(iii) On October 28, 2021, the Company granted an aggregate of 215,000 stock options to certain employees and a consultant for the purchase of up to 215,000 common shares at a price of $0.95 per share. The options expire in five years from the date of grant and vest immediately. The fair value of these options was $152,305 ($0.708 per option) and was recognized as a share-based payment expense.
The fair value of the stock options granted during the six months ended June 30, 2022 and the year ended December 31, 2021 was estimated using the Black-Scholes option pricing model using the following assumptions:
| June 30, 2022 |
December 31, 2021 |
|||||
| Risk-free interest rate | N/A | 0.71 - 1.42% | ||||
| Annualized volatility | N/A | 100% | ||||
| Expected dividend yield | N/A | 0.00% | ||||
| Expected life | N/A | 5 years |
A summary of the changes in the Company's stock options outstanding and exercisable is as follows:
| Stock options outstanding and exercisable |
Weight average exercise price |
|||||
| # | $ | |||||
| As at December 31, 2020 | 4,166,667 | 1.73 | ||||
| Granted | 1,148,333 | 1.05 | ||||
| Cancelled | (1,599,999 | ) | 1.89 | |||
| As at December 31, 2021 | 3,715,001 | 1.45 | ||||
| Cancelled | (268,334 | ) | 1.54 | |||
| Expired | (66,667 | ) | 1.35 | |||
| As at June 30, 2022 | 3,380,000 | 1.45 | ||||
| As at December 31, 2021 | 3,715,001 | 1.45 | ||||
| As at June 30, 2022 | 3,380,000 | 1.45 |
As at June 30, 2022, the Company had stock options outstanding and exercisable as follows:
|
Options outstanding and exercisable |
Weighted average |
Expiry date |
Weighted average |
|
# |
$ |
|
|
|
1,583,334 |
1.35 |
January 30, 2025 |
2.59 |
|
683,333 |
2.34 |
August 5, 2025 |
3.10 |
|
33,333 |
1.35 |
August 5, 2026 |
4.10 |
|
900,000 |
1.06 |
October 25, 2026 |
4.33 |
|
180,000 |
0.95 |
October 28, 2026 |
4.33 |
|
3,380,000 |
1.45 |
|
3.26 |
(f) Compensation options
As at June 30, 2022, the Company has 24,067 compensation options outstanding and exercisable. These options have an exercise price of $0.50 and expired on July 13, 2022.
|
ADASTRA HOLDINGS LTD. (formerly Phyto Extractions Inc.) |
NOTE 15 - SHARE CAPITAL (continued)
(g) Warrants
As an incentive to complete a private placement the Company may issue units which include common shares and common share purchase warrants. Using the residual value method, the Company determines whether a value should be allocated to the warrants attached to private placement units. Finders' warrants may be issued as a private placement share issue cost and are valued using the Black-Scholes option pricing model.
The fair value of the warrants granted during the six months ended June 30, 2022, and the year ended December 31, 2021 was estimated using the Black-Scholes option pricing model using the following assumptions:
| June 30, 2022 |
December 31, 2021 |
|||||
| Risk-free interest rate | N/A | 0.88% | ||||
| Annualized volatility | N/A | 100% | ||||
| Expected dividend yield | N/A | 0.00% | ||||
| Expected life | N/A | 2 years |
A summary of the changes in the Company's warrants outstanding and exercisable is as follows:
| Warrants outstanding and exercisable |
Weight average exercise price |
|||||
| # | $ | |||||
| As at December 31, 2020 | 8,335,992 | 1.80 | ||||
| Issued | 122,727 | 1.75 | ||||
| As at December 31, 2021 | 8,458,719 | 1.80 | ||||
| Expired | (456,694 | ) | 2.25 | |||
| As at June 30, 2022 | 8,002,025 | 1.77 |
As at June 30, 2022, the Company had warrants outstanding and exercisable as follows:
|
Warrants outstanding and exercisable |
Weighted average |
Expiry date |
Weighted average |
|
# |
$ |
|
|
|
200,589 |
2.25 |
July 10, 2022 |
0.03 |
|
3,882,667 |
1.50 |
July 13, 2022 |
0.04 |
|
759,605 |
2.25 |
July 16, 2022 |
0.04 |
|
953,564 |
2.25 |
July 28, 2022 |
0.08 |
|
161,688 |
2.25 |
August 5, 2022 |
0.10 |
|
1,921,185 |
1.80 |
December 19, 2022 |
0.47 |
|
122,727 |
1.75 |
October 18, 2023 |
1.30 |
|
8,002,025 |
1.77 |
|
0.17 |
|
ADASTRA HOLDINGS LTD. (formerly Phyto Extractions Inc.) |
NOTE 16 - RELATED PARTY TRANSACTIONS
Key management personnel are those having the authority and responsibility for planning, directing, and controlling the Company. There were no loans to key management personnel or directors, or entities over which they have control or significant influence during the three and six months ended June 30, 2022 and 2021.
During the six months ended June 30, 2022, no stock options were granted (2021 - nil) to officers and directors.
The following related parties transacted with the Company or Company-controlled entities during the three and six months ended June 30, 2022 and 2021:
(i) Andrew Hale was a Director and the Company's President and CEO. He resigned on March 1, 2021.
(ii) Blaine Bailey was a Director and Chairman of the Company's Audit Committee. He resigned on March 26, 2021
(iii) Stephen Brohman was the Company's CFO. He is a principal of Donaldson Brohman Martin CPA Inc. ("DBM CPA") a firm in which he has significant influence. DBM CPA provided the Company with CFO, accounting and tax services. Stephen Brohman resigned on July 14, 2021.
(iv) George Routhier is a Company Director. He is the owner of Pipedreemz Inc., which provides advisory services to the Company.
(v) Michael Forbes is a Director and the Company's President and CEO. He was appointed on April 29, 2021 and is the owner of MDC Forbes, which provides CEO services to the Company.
(vi) Donald Dinsmore was a Director and the Company's COO. He was appointed on April 29, 2021 and left the Company on March 24, 2022.
(vii) Oliver Foeste is the Company's CFO. He was appointed on July 14, 2021 and is the Managing Partner of Invictus Accounting Group LLP which provides the Company with CFO, accounting and tax services.
(viii) Paul Morgan is the Company's Director. He was appointed on July 14, 2021.
The aggregate value of transactions with key management personnel and directors and entities over which they have control or significant influence during the three and six months ended June 30, 2022 and 2021 were as follows:
| Three months ended June 30, |
Six months ended June 30, |
|||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||
| $ | $ | $ | $ | |||||||||
| Andrew Hale | - | - | - | 47,479 | ||||||||
| DBM CPA | - | 31,091 | - | 61,091 | ||||||||
| Donald Dinsmore | - | 20,833 | 104,863 | 20,833 | ||||||||
| Invictus Accounting Group LLP | 84,716 | - | 169,791 | - | ||||||||
| MDC Forbes | 30,000 | 10,000 | 55,000 | 10,000 | ||||||||
| Pipedreemz Inc. | - | - | 3,001 | - | ||||||||
| 114,716 | 61,924 | 332,655 | 139,403 | |||||||||
In addition to the above, the Company's acquisition of PerceiveMD constituted a related party transaction as Michael Forbes, was also a Director and controlling shareholder of PerceiveMD prior to the transaction (Note 4).
As at June 30, 2022 and December 31, 2021, the Company had an outstanding accounts payable balance with related parties as follows:
| June 30, 2022 |
December 31, 2021 |
|||||
| $ | $ | |||||
| Donald Dinsmore | - | 50,000 | ||||
| Invictus Accounting Group LLP | 27,606 | 8,933 | ||||
| MDC Forbes | 21,000 | 10,500 | ||||
| Michael Forbes | 1,188 | 1,188 | ||||
| Pipedreemz Inc. | 3,351 | - | ||||
| 53,145 | 70,621 |
|
ADASTRA HOLDINGS LTD. (formerly Phyto Extractions Inc.) |
NOTE 16 - RELATED PARTY TRANSACTIONS (continued)
All related party balances are unsecured and are due within thirty days without interest and incurred in the normal course of business.
The transactions with the key management personnel and directors are included in operating expenses as follows:
(a) Consulting fees and professional fees
Includes CEO services by Michael Forbes, charged to the Company via MDC Forbes, accounting and tax services of the Company's former CFO, Stephen Brohman, charged to the Company via DBM CPA and accounting services of the Company's new CFO, Oliver Foeste, charged to the Company via Invictus Accounting Group LLP.
(b) Wages and salaries
Includes services by Donald Dinsmore as prior COO.
NOTE 17 - SUPPLEMENTAL CASH FLOW INFORMATION
| Six months ended June 30, | ||||||
| 2022 | 2021 | |||||
| $ | $ | |||||
| Non-cash operating activities | ||||||
| Share subscription for prepaid expenses | - | 135,000 | ||||
| Non-cash investing activities | ||||||
| Equipment purchases included in accounts payable and accrued liabilities | - | 212,845 | ||||
Total income tax expense during the three and six months ended June 30, 2022 were $12,000 and $12,000, respectively (2021 - $nil and $nil, respectively).
NOTE 18 - FINANCIAL RISK MANAGEMENT
(a) Capital management
The Company defines capital as the components of shareholders' equity. The Company's objectives when managing capital are to support further advancement of the Company's business objectives, as well as to ensure that the Company is able to meet its financial obligations as they come due.
The Company manages its capital structure to maximize its financial flexibility making adjustments to it in response to changes in economic conditions and the risk characteristics of the underlying assets and business opportunities. The Company relies on the expertise of the Company's management to sustain the future development of the business. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable.
There were no changes in the Company's approach to capital management during the six months ended June 30, 2022. The Company is not subject to externally imposed capital requirements.
|
ADASTRA HOLDINGS LTD. (formerly Phyto Extractions Inc.) |
NOTE 18 - FINANCIAL RISK MANAGEMENT (continued)
(b) Financial instruments - fair value
The Company's financial instruments consist of cash, trade receivables, deposits, accounts payable, mortgage payable, and government loan. The Company's financial instruments are classified and measured at amortized cost, with the exception of cash which is classified and measured at fair value through profit and loss.
As at June 30, 2022, the carrying values of trade receivables and accounts payable approximated their fair value because of the short-term nature of these instruments.
Financial instruments measured at fair value on the consolidated statements of financial position are summarized into the following fair value hierarchy levels:
Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices).
Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
(c) Financial instruments - risk
The Company's financial instruments are exposed to certain financial risks, including credit risk, liquidity risk and interest rate risk.
Credit risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to fulfill its contractual obligations.
The Company is exposed to credit risk through its cash balances held in financial institutions and trade receivables. The maximum exposure to credit risk is equal to the carrying value of such financial assets.
The objective of managing credit risk is to minimize potential losses in financial assets. The Company assesses the quality of its counterparties, taking into account their credit worthiness and reputation, past performance and other factors. The Company has recognized a provision for expected credit losses on its trade receivables.
Cash is only deposited with or held by major financial institutions where the Company conducts its business.
Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations associated with financial liabilities as they come due. The Company manages its liquidity risk by reviewing on an ongoing basis its cash position and if required raises funding through additional share capital issuances or debt financing.
As at June 30, 2022, the Company had a cash balance of $380,404 and current liabilities of $6,821,652 (December 31, 2021 - $744,541 and $5,341,267 respectively).
|
ADASTRA HOLDINGS LTD. (formerly Phyto Extractions Inc.) |
NOTE 18 - FINANCIAL RISK MANAGEMENT (continued)
Interest rate risk
Interest rate risk is the risk that future cash flows will fluctuate as a result of changes in market interest rates. The Company's mortgage payable and lease liability carry fixed interest rates and as such, the Company is not exposed to interest rate risk.
Foreign currency risk
Foreign currency risk derives from fluctuations in exchange rates between currencies when transacting in multiple currencies. The Company's business is substantially all conducted in Canadian dollars, so it is not subject to significant foreign currency risk.
Economic dependence
Economic dependence risk is the risk of reliance upon a select number of customers which significantly impact the financial performance of the Company. During the three and six months ended June 30, 2022, two customers represented approximately 91% and 92% of the Company's revenue (2021 - two customers representing 74% and 26% of the Company's revenue).
NOTE 19 - COMMITMENTS AND CONTINGENCIES
A summary of undiscounted liabilities and future operating commitments as at June 30, 2022, are as follows:
| Total | Within 1 year | 2 - 5 years | |||||||
| $ | $ | $ | |||||||
| Maturity analysis of financial liabilities | |||||||||
| Accounts payable and accrued liabilities | 3,291,460 | 3,291,460 | - | ||||||
| Mortgage payable | 3,518,959 | 3,518,959 | - | ||||||
| Government loan | 60,000 | - | 60,000 | ||||||
| 6,870,419 | 6,810,419 | 60,000 |
NOTE 20 - SEGMENTED INFORMATION
Reportable segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources, and in assessing performance. The Company has a reportable segment: the provision of goods and services to the cannabis industry in Canada. All the Company's revenues are generated in Canada, and its non-current assets are located in Canada.
NOTE 21 - SUBSEQUENT EVENTS
On July 6, 2022, 1,300,000 shares were released from escrow.
On July 13, 2022, 24,067 compensation options expired unexercised.
Subsequent to June 30, 2022, over a few expiry dates, an aggregate of 5,958,113 warrants expired unexercised.
On August 22, 2022, the Company granted 300,000 stock options to a certain director for the purchase of up to 300,000 common shares at a price of $0.75 per share. Each stock option is exercisable for a period of five years.
Adastra Holdings Ltd.
(formerly Phyto Extractions Inc.)
MANAGEMENT'S DISCUSSION AND ANALYSIS
For the three and six months ended June 30, 2022, and 2021
This management's discussion and analysis ("MD&A") of the financial condition and results of operations of Adastra Holdings Ltd., together with its wholly owned subsidiaries (the "Company" or "Adastra") (formerly Phyto Extractions Inc.) constitutes management's review of the factors that affected the Company's financial and operating performance for three and six months ended June 30, 2022 and 2021. This MD&A has been prepared in compliance with the requirements of National Instrument 51-102 - Continuous Disclosure Obligations. This MD&A should be read in conjunction with Adastra's unaudited condensed interim consolidated financial statements ("interim financial statements) and related notes for three and six months ended June 30, 2022, and 2021, as well as the audited consolidated financial statements "audited financial statements" for the years ended December 31, 2021, 2020, and eight months ended December 31, 2019 which have been prepared in accordance with International Financial Reporting Standards ("IFRS").
The results for the periods presented are not necessarily indicative of the results that may be expected for any future period. Except as otherwise indicated, all financial data in this MD&A has been prepared in accordance with IFRS issued by the International Accounting Standards Board ("IASB") and interpretations of the International Financial Reporting Interpretations Committee ("IFRIC"). The first, second, third and fourth quarters of the Company's fiscal years are referred to as "Q1", "Q2", "Q3" and "Q4", respectively. Periods for the three and six months ended June 30, 2022, and 2021 are referred to as "YTD 2022" and "YTD 2021", respectively.
All monetary amounts in the MD&A are expressed in Canadian dollars, except number of shares, or as otherwise indicated. Additional information regarding the Company is available on SEDAR at www.sedar.com, and the Company's website www.adastraholdings.ca. This MD&A has been prepared effective as of August 25, 2022.
FORWARD-LOOKING STATEMENTS
This MD&A includes forward-looking statements that are based upon current expectations, which involve risks and uncertainties associated with our business and the environment in which the business operates. Any statements contained herein that are not statements of historical fact may be deemed to be forward looking statements, including those identified by the expressions "considers", "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved", or the negative of these terms or comparable terminology. In this document, certain forward-looking statements are identified by words including "may", "future", "expected", "will", "intends", and "estimates". By their very nature forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements. The Company provides no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements.
NATURE OF OPERATIONS AND GOING CONCERN
Adastra Holdings Ltd. (formerly Phyto Extractions Inc.) was incorporated under the laws of the province of British Columbia on October 14, 1987. The Company extracts and processes cannabis for sale to the recreational and medical markets in Canada using its state-of-the-art large scale extraction facility to produce a variety of products including vape pens, wax, resin, infused pre-rolls, diamonds and shatter. The Company is listed on the Canadian Securities Exchange ("CSE") under the symbol "XTRX". The Company's registered and records office is 5451 275th Street, Langley City, British Columbia, V4W 3X8.
On October 19, 2019, the Company, through its wholly owned subsidiary, Chemia Analytics Inc. ("Chemia"), received a license from Health Canada (the "Analytical Testing License") to conduct analytical testing on cannabis at its facility located at 5451 275th Street, Langley City, British Columbia, V4W 3X8 (the "Langley Facility").
On March 13, 2020, the Company, through its wholly owned subsidiary, Adastra Labs Inc. ("Labs"), received a Standard Processing license (the "Processing License") for the Langley Facility.
On April 9, 2021, the Company consolidated its issued share capital on a ratio of three (3) old common shares for every one (1) new post-consolidated common share. All current and comparative references to the number of common shares, weighted average number of common shares, loss per share, stock options and warrants have been restated to give effect to this share consolidation.
On August 10, 2021, the Company acquired all of the issued and outstanding shares of 1225140 B.C. Ltd., doing business as PerceiveMD ("PerceiveMD") from the shareholders of PerceiveMD. Aggregate consideration in the acquisition had a fair value of $2,020,976 and was comprised of cash of $10,000 and 2,513,720 common shares of the company with a fair value of $2,010,976 based on the closing price on the day of the transaction of $0.80 per share. PerceiveMD is a multidisciplinary, patient-focused center providing comprehensive assessments for medical cannabis therapies.
On September 1, 2021, the Company changed its name to Adastra Holdings Ltd. (formerly Phyto Extractions Inc.). Trading of the Company's common shares resumed under the new name and under the same ticker symbol "XTRX" on the Canadian Securities Exchange as the market opened on September 1, 2021. Prior to this on April 9, 2021 the Company changed its name from Adastra Labs Holdings Ltd. to Phyto Extractions Inc. and on December 19, 2019 from Arrowstar Resources Ltd to Adastra Labs Holdings Ltd.
On September 15, 2021, the Company acquired all of the issued and outstanding shares of Phyto BrandCo, the owner of the intellectual property rights for the Phyto Extractions brand. At closing, the Company issued 20,000,000 common shares to the former shareholders of Phyto BrandCo at a share price on the date of acquisition of $1.20 per share, for total consideration of $24,000,000. Subsequent to the closing of the acquisition, the Company renegotiated terms of the acquisition with the former shareholders of Phyto BrandCo due to certain conditions in the acquisition agreement not being met. It was resolved that the consideration be amended from $24,000,000 to $12,000,000 by a voluntary return to treasury of 10,000,000 common shares. Phyto BrandCo licenses its intellectual property to Canadian cannabis license holders and collects royalties from the license holders, resulting from sales of cannabis consumer packaged goods to provincial distributors and retailers.
The Company's interim financial statements have been prepared on the basis that the Company will continue as a going concern, which assumes that the Company will be able to continue its operations for the foreseeable future and will be able to realize its assets and discharge its liabilities and commitments in the normal course of operations. The Company's ability to continue as a going concern is dependent on its ability to generate positive cash flows from operations, complete additional financings, and/or extend or modify its mortgage payable. The Company's financial statements do not include any adjustments relating to the recoverability and classification of assets and liabilities that might be necessary should the Company be unable to continue in existence.
2022 HIGHLIGHTS
Total revenue of $5,338,275 for YTD 2022 compared to $1,830,901 for YTD 2021.
Net loss and comprehensive loss of $1,142,450 for YTD 2022 compared to $873,402 for YTD 2021.
Cash used in operating activities was $189,497 for YTD 2022 compared to cash used in operating activities of $239,532 for YTD 2021.
Cash as at June 30, 2022 of $380,404 compared to $744,541 as at December 31, 2021.
Working capital deficit as at June 30, 2022 of $1,732,257 compared to $1,120,613 as at December 31, 2021.
Mortgage payable as at June 30, 2022 $3,518,959 compared to $3,501,554 as at December 31, 2021.
OPERATIONS AND FACILITY
The Company's focus for the six months ended June 30, 2022 included the expansion of its operations at its centralized processing facility in Langley, BC. As of the date of this MD&A, the Company is focused on generating revenue from four primary verticals: wholesale activities; service fees for cannabis consultations; educational fees for clients' referral to licensed cannabis producers; and the licensing of cannabis trademarks.
On March 13, 2020, the Company received an amendment to its Processing License authorizing the sale of cannabis extract, cannabis edibles, and cannabis topicals.
On April 16, 2021, the Company received an amendment to its Analytical Testing License allowing for organoleptic testing of its products.
During April 2021, the Company completed the installation of its hydrocarbon extraction line, allowing it to produce Shatter products for the Canadian Market. This high-performance hydrocarbon extractor allows the Company to process over 400 kg per day of dried cannabis into a variety of shatter cannabis products.
In August 202, the Company submitted a further sales license amendment for dried flower and a controlled substance dealer's license for cannabis products. On December 16, 2021 the Company received its Flower Sales License from Health Canada ("Flower License"), this will allow the Company to sell dried cannabis flower products provincially and territorially in Canada.
On March 23, 2022 the Company submitted its application for a Controlled Substances Dealer's License (the "Dealer's License") which will allow the Company to procure controlled substances, including synthesis, propagation, cultivation, and harvesting of psychedelic mushrooms for Psilocybin extraction, research and manufacture controlled substances such as Psilocybin and Psilocin and business-to-business sale of controlled substances, including by export. The Dealer's License application was originally filed in September 2021 with a Health Canada audit performed on March 9, 2022. The Company responded to Health Canada's request for more information and successfully submitted its Dealer's License application on March 23, 2022. Unless Health Canada comes back with an additional request for information, the Company expects the Dealer's License to be received in September 2022.
On August 12, 2022, the Company received its medical sales license (the "Medical Sales License") which will allow the Company to sell cannabis extracts to medical cannabis patients and licensed health practitioners and to develop products classed as cannabis extracts such as tinctures, oils, capsules, soft gels and sprays.
Wholesale Bulk Extracts Production
During the six months ended June 30, 2022, the Company continued processing its own inventory of dried cannabis through supercritical CO2, cryo-ethanol and hydrocarbon extraction lines and distillation lines for the purpose of selling the resulting bulk cannabis concentrates to licensed clients or using it to fulfill contract manufacturing orders, primarily for vape cartridges. The Company has procured all of its bulk shipments of dried cannabis for its wholesale production lines from various licensed cultivators under the Cannabis Act. During Q2 2022 and YTD 2022, the Company recognized revenue of $3,051,554 and $5,338,275, respectively (2021 - $1,241,763 and $1,830,901, respectively).
ACQUISITION OF PERCEIVEMD
PerceiveMD is a multidisciplinary, patient-focused center providing comprehensive assessments for medical cannabis and other therapies. The Company expects to realize synergies by leveraging Adastra' s high-capacity laboratory and PerceiveMD's digital care platform to become a leader in drug development and patient care.
The transaction has been accounted for as a business combination under IFRS 3 - Business Combinations. The allocation of the purchase consideration is as follows:
| Assets acquired: | $ | ||
| Cash | 26,302 | ||
| Accounts receivable | 13,647 | ||
| Corporate taxes receivable | 26,000 | ||
| 65,949 | |||
| Liabilities assumed: | |||
| Accounts payable and other accrued liabilities | (19,206 | ) | |
| Fair value of net assets acquired | 46,743 | ||
| Purchase consideration | |||
| Cash consideration | 2,010,976 | ||
| Share consideration | 10,000 | ||
| 2,020,976 | |||
| Identifiable intangible assets | |||
| Patient relationships | 414,000 | ||
| Deferred tax liability | (112,000 | ) | |
| Goodwill | 1,672,233 |
The carrying value of the assets and liabilities acquired equates to fair value due to their short-term nature, other than patient relationships (the "Patient Relationships") which are depreciated over their estimated useful economic lives.
The intangible assets are comprised of Patient Relationships with a fair value of $414,000. The fair value of the Patient Relationships was determined using the discounted cash flow method taking into account the future cashflows expected to be received from the current list of patients, adjusted to reflect attrition. The key assumptions used in the cash flow projection related to the Patient Relationships include: (1) a discount rate of 16.00%; (2) patient attrition rate of 20.00%; (3) number of patients of 3,492 at the acquisition date; (4) annual spending of $143 per patient, assumed to grow at a long-term growth rate of 2.00% per year.
The goodwill generated as a result of this acquisition relates to other intangible assets that do not qualify for separate recognition.
The Company's acquisition of PerceiveMD constituted a related party transaction as Michael Forbes, Chief Executive Office and a director of the Company is also a director and controlling shareholder of PerceiveMD.
ACQUISITION OF PHYTO BRANDCO
Phyto BrandCo licenses its intellectual property to Canadian cannabis license holders and collects royalties from the license holders, resulting from sales of cannabis consumer packaged goods to provincial distributors and retailers. The Company expects to realize synergies by leveraging Phyto BrandCo's suite of branded products to drive revenue and develop integration efficiencies.
The transaction has been accounted for as a business combination under IFRS 3 - Business Combinations. The allocation of the purchase consideration is as follows:
| Assets acquired: | $ | ||
| Cash | 301,966 | ||
| Accounts receivable | 255,154 | ||
| Prepayments | 19,500 | ||
| Property and equipment | 85,108 | ||
| 661,728 | |||
| Liabilities assumed: | |||
| Accounts payable and other accrued liabilities | (434,252 | ) | |
| Lease liability | (34,665 | ) | |
| Fair value of net identifiable assets acquired | 192,811 | ||
| Purchase consideration | |||
| Share consideration | 24,000,000 | ||
| Shares to be cancelled | (12,000,000 | ) | |
| 12,000,000 | |||
| Identifiable intangible assets: | |||
| Trademarks | 3,250,000 | ||
| Deferred tax liability | (879,000 | ) | |
| Goodwill | 9,436,189 |
The carrying value of the assets and liabilities acquired equates to fair value due to their short-term nature, other than property and equipment and trademarks which are depreciated over their estimated useful economic lives.
Property and equipment acquired included $40,376 of right-of-use assets.
The intangible asset is comprised of trademarks (the "Trademarks") with a fair value of $3,250,000. The fair value of the Trademarks was determined using the relief from royalty method. The key assumptions used in the cash flow projection related to the asset include: (1) a discount rate of 12.50%; (2) royalty rate of 10.00% for the remaining period of the licensing agreement and 2.0% thereafter, and (3) annual net profit of the Licensee.
The goodwill generated as a result of this acquisition relates to other intangible assets that do not qualify for separate recognition.
The lease liability represents one lease with a fair value of $34,665 on the date of acquisition, which is the net present value of the minimum future lease payments determined using the following assumptions: (1) remaining number of payments: 36; (2) monthly payment: $1,119; and (3) incremental borrowing rate: 10%.
SELECTED QUARTERLY INFORMATION
Results of Operations
| Q2 2022 | Q2 2021 | YTD 2022 | YTD 2021 | |||||||||
| $ | $ | $ | $ | |||||||||
| Revenue | 3,051,554 | 1,241,763 | 5,338,275 | 1,830,901 | ||||||||
| Cost of sales | (1,957,487 | ) | (906,123 | ) | (3,416,495 | ) | (1,389,850 | ) | ||||
| Gross profit | 1,094,067 | 335,640 | 1,921,780 | 441,051 | ||||||||
| Operating expenses | (1,488,392 | ) | (647,428 | ) | (2,940,297 | ) | (1,115,199 | ) | ||||
| Net loss and comprehensive loss | (478,136 | ) | (509,890 | ) | (1,142,450 | ) | (873,402 | ) |
| June 30, 2022 |
December 31, 2021 |
|||||
| $ | $ | |||||
| Total assets | 29,031,629 | 28,755,450 | ||||
| Non-current liabilities | 979,711 | 1,041,467 |
Results - Q2 2022 compared to Q2 2021
Revenues increased to $3,051,554 during Q2 2022, compared to $1,241,763 during Q2 2021, due to increased processing of cannabis biomass for third-party licensed producers, in-house distillate production, hydrocarbon extraction, licensing revenues from the acquisition of Phyto BrandCo, and MSP remittance and referral revenue from the acquisition of PerceiveMD.
Cost of sales increased to $1,957,487 during Q2 2022, compared to $906,123 during Q2 2021, as a result of increased sales. Cost of sales consists of biomass, production labour, solvents and an allocation of production overheads such as facility costs and depreciation of production equipment.
During Q2 2022, the Company had operating expenses of $1,488,392 and a net loss and comprehensive loss of $478,136, compared to operating expenses of $647,428 and net loss and comprehensive loss of $509,890 during Q2 2021.
The increase in operating expenses and net loss and comprehensive loss were the result of the Company's expenses with respect to advertising and promotion, depreciation and amortization, increase in wages and salaries, and the addition of data program expenses. The most significant changes in operating expenses and other expenses were as follows:
- Advertising and promotion increased to $262,466 during Q2 2022, compared to $105,165 during Q2 2021, as the Company raised awareness of its operational successes and launched the Endgame brand through both digital and face to face marketing.
- Data program expenses increased to $225,638 during Q2 2022 compared to $nil during Q2 2021. These costs are related to a Cannabylitics data sharing program subscribed to by Phyto BrandCo.
- Depreciation and amortization increased to $148,980 during Q2 2022, compared to $20,489 during Q2 2021, due to the additions of trademarks and patient relationships from the acquisitions of Phyto BrandCo and PerceiveMD during the year ended December 31, 2021.
- Professional fees and consulting expenses increased to $263,669 during Q2 2022, compared to $114,463 during Q2 2021 due to increased legal and accounting fees as the Company increased its operations and expanded its product offerings.
Results - YTD 2022 compared to YTD 2021
Revenues increased to $5,338,275 during YTD 2022, compared to $1,830,901 during YTD 2021, due to increased processing of cannabis biomass services for third-party licensed producers, in-house distillate production, hydrocarbon extraction, licensing revenues from the acquisition of Phyto BrandCo, and MSP remittance and referral revenue from the acquisition of PerceiveMD.
Cost of sales increased to $3,416,495 during YTD 2022, compared to $1,389,850 during YTD 2021, as a result of increased sales. Cost of sales consists of biomass, production labour, solvents and an allocation of production overheads such as facility costs and amortization of production equipment.
During YTD 2022, the Company had operating expenses of $2,940,297 and a net loss and comprehensive loss of $1,142,450 compared to operating expenses of $1,115,199 and net loss and comprehensive loss of $873,402 during YTD 2021.
The increase in operating expenses and net loss and comprehensive loss were the result of the Company's expenses with respect to advertising and promotion, depreciation and amortization, wages and salaries, and the addition of data program expenses. The most significant changes in operating expenses and other expenses were as follows:
- Advertising and promotion increased to $551,132 during YTD 2022, compared to $135,352 during YTD 2021, as the Company raised awareness of its operational successes and launched the Endgame brand through both digital and face to face marketing.
- The Company incurred data program expenses of $365,720 during YTD 2022 compared to $nil during YTD 2021. These costs are related to a Cannabylitics data sharing program subscribed to by Phyto BrandCo.
- Depreciation and amortization increased to $296,308 during YTD 2022, compared to $42,112 during YTD 2021 due to the additions of trademarks and patient relationships from the acquisitions of Phyto BrandCo and PerceiveMD during the year ended December 31, 2021.
- Wages and salaries increased to $672,575 during YTD 2022, compared to $493,835 during YTD 2021, due to increased hiring activity and production output and the additional staff taken on following the Phyto BrandCo acquisition.
- Office expenses increased to $315,144 during YTD 2022, compared to $150,109 during YTD 2021 due to additional costs in relation to computer and internet expenses, meals and entertainment and equipment and vehicle rentals.
- Repairs and maintenance expenses were $89,965 in YTD 2022 compared to $nil in YTD 2021. These costs are related to refrigeration suppliers, mechanical services and other maintenance services.
- Professional fees and consulting expenses increased to $505,309 during YTD 2022, compared to $207,650 during YTD 2021, due to increased legal and accounting fees as the Company increased its operations and expanded its product offerings and increased audit and compliance fees associated with the 2021 acquisitions.
SUMMARY OF QUARTERLY RESULTS
The following table shows results from the previous eight fiscal quarters:
| Period ending | Revenue | Gross profit (loss) |
Net (loss) income and comprehensive (loss) income |
Weighted average number of shares |
Basic and diluted (loss) income per share |
||||||||||
| $ | % | $ | # | $ | |||||||||||
| June 30, 2022 | 3,051,554 | 36% | (478,136 | ) | 59,081,658 | (0.01 | ) | ||||||||
| March 31, 2022 | 2,286,721 | 36% | (664,314 | ) | 65,970,547 | (0.01 | ) | ||||||||
| December 31, 2021 | 1,989,604 | 14% | (1,668,673 | ) | 65,872,770 | (0.03 | ) | ||||||||
| September 30, 2021 | 1,808,111 | 52% | (207,864 | ) | 44,908,364 | (0.00 | ) | ||||||||
| June 30, 2021 | 1,241,763 | 27% | (509,890 | ) | 43,334,100 | (0.01 | ) | ||||||||
| March 31, 2021 | 589,138 | 18% | (363,512 | ) | 43,334,100 | (0.01 | ) | ||||||||
| December 31, 2020 | 1,245,097 | 50% | 90,470 | 39,695,235 | (0.00 | ) | |||||||||
| September 30, 2020 | 825,903 | -6% | (3,895,719 | ) | 38,511,533 | (0.10 | ) |
The Company's revenue and net loss and comprehensive loss in Q2 2022 were $3,051,554 and $478,136, respectively. The increase of revenues and movement in net loss and comprehensive loss are driven by factors noted in Results of Operations.
The Company's net loss and comprehensive loss for Q1 2022, was $664,314. The increase of revenues to $2,286,721 was driven primarily by the licensing revenue in Phyto BrandCo and increased processing services of cannabis biomass for third-party licensed producers. The decrease in operating expenses was due to a reduction in share-based compensation as a significant number options and warrants were issued during Q4 2021 and share-based compensation related to these equity instruments was fully recognized during that period.
The Company's net loss and comprehensive loss for Q4 2021, was $1,668,673. The increase of revenues to $1,989,604 was driven primarily by the licensing revenue in Phyto BrandCo. The Company recognized a provision of expected credit losses of $134,083 relating to a significantly aged account receivable the Company no longer considered collectible and share-based payments of $871,067 related to the granting of 1,115,000 options in the quarter which vested immediately.
The Company's net loss and comprehensive loss for Q3 2021, was $207,864. The increase of revenues to $1,808,111 were driven by the expansion of operations at the Langley Facility resulting in increased production and sales.
The Company's net loss and comprehensive loss for Q2 2021, was $509,890. The increase of revenues to $1,241,763 were driven by the commencement of operations at the Langley Facility resulting in increased production and sales. The Company recognized impairment of property and equipment of $150,000 related to an ERP software in development that the Company determined would not be completed.
LIQUIDITY AND CAPITAL RESOURCES
Capital resource management
The Company defines capital as the components of shareholders' equity. The Company's objectives when managing capital are to support further advancement of the Company's business objectives, as well as to ensure that the Company is able to meet its financial obligations as they come due.
The Company manages its capital structure to maximize its financial flexibility making adjustments to it in response to changes in economic conditions and the risk characteristics of the underlying assets and business opportunities. The Company relies on the expertise of the Company's management to sustain the future development of the business. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable.
There were no changes in the Company's approach to capital management during the six months ended June 30, 2022. The Company is not subject to externally imposed capital requirements.
Cash and working capital
As at June 30, 2022, the Company has working capital deficit of $1,732,257 (December 31, 2021 - $1,120,613).
As at June 30, 2022, the Company had a current mortgage payable liability of $3,518,959 (December 31, 2021 - $3,501,554) this mortgage matures on July 1, 2022. The Company is in the process of refinancing the Fourth mortgage and has agreed to continue to make scheduled interest payment of $18,858 per month until this refinancing is finalized.
Cash flow activity
| Q2 2022 | Q2 2021 | YTD 2022 | YTD 2021 | |||||||||
| $ | $ | $ | $ | |||||||||
| Cash (used in) provided by operating activities | (293,219 | ) | 58,558 | (189,497 | ) | (239,532 | ) | |||||
| Cash used in investing activities | (37,530 | ) | (191,268 | ) | (54,179 | ) | (348,596 | ) | ||||
| Cash used in financing activities | (79,188 | ) | (49,327 | ) | (120,461 | ) | (116,592 | ) | ||||
| Net decrease in cash | (409,937 | ) | (182,037 | ) | (364,137 | ) | (704,720 | ) | ||||
| Cash, beginning of the year | 790,341 | 622,778 | 744,541 | 1,145,461 | ||||||||
| Cash, end of the year | 380,404 | 440,741 | 380,404 | 440,741 |
Cashflow - Q2 2022 compared to Q2 2021
Cash used in operating activities of $293,219 during Q2 2022 (Q2 2021 - cash provided of $58,558) was the result of a reduction in working capital as the Company grew operations with the increases in trade receivables and inventory more than offsetting the increase in accounts payable and cash inflows from revenue generating activities. During Q2 2021, the cash provided by operating activities was largely due to an increase in accounts payable offset by operating operational losses.
Cash used in investing activities of $37,530 during Q2 2022 (Q2 2021 - $191,268), respectively was the result of cash payments for the purchase of property and equipment.
Cash used in financing activities of $79,188 during Q2 2022 (Q2 2021 - $49,327) was the result of interest paid on the mortgage payable and both principal and interest payments on the lease liability. During Q2 2021, cash used in financing activities was the result of interest payments on the mortgage payable and mortgage borrowing costs.
Cashflow - YTD 2022 compared to YTD 2021
Cash used in operating activities of $189,497 during YTD 2022 (YTD 2021 - $239,532) was the result of operating losses as noted in Results of Operations offset by an increase in working capital as increases in accounts payable and decreases in inventory more than offset increases in accounts receivable and cash payments made for deposits on equipment. During YTD 2021, the cash used in operating activities was the result of the Company's collection of accounts receivable, offset by purchases of inventory and payments of accounts payable.
Cash used in investing activities of $54,179 during YTD 2022 (YTD 2021 - $348,596), respectively was the result of cash payments for the purchase of property and equipment.
Cash used in financing activities of $120,461 during YTD 2022 (YTD 2021 - $116,592) was the result of interest paid on the mortgage payable and both principal and interest payments on the lease liability. During YTD 2021, cash used in financing activities was the result of interest payments of the mortgage payable by the Company.
OFF-BALANCE SHEET ARRANGEMENTS
The Company has no off-balance sheet arrangements as at June 30, 2022, and as at the date of this MD&A.
TRANSACTIONS BETWEEN RELATED PARTIES
Key management personnel are those having the authority and responsibility for planning, directing, and controlling the Company. There were no loans to key management personnel or directors, or entities over which they have control or significant influence during the six months ended June 30, 2022 and 2021.
The following related parties transacted with the Company or Company controlled entities during the three and six months ended June 30, 2022 and 2021:
(i) Andrew Hale was a Director and the Company's President and CEO. He resigned on March 1, 2021.
(ii) Blaine Bailey was a Director and Chairman of the Company's Audit Committee. He resigned on March 26, 2021
(iii) Stephen Brohman was the Company's CFO. He is a principal of Donaldson Brohman Martin CPA Inc. ("DBM CPA") a firm in which he has significant influence. DBM CPA provided the Company with CFO, accounting and tax services. Stephen Brohman resigned on July 14, 2021.
(iv) George Routhier is a Company Director. He is the owner of Pipedreemz Inc. ("Pipedreemz"), which provides advisory services to the Company.
(v) Michael Forbes is a Director and the Company's President and CEO. He was appointed on April 29, 2021 and is the owner of MDC Forbes, which provides CEO services to the Company.
(vi) Donald Dinsmore was a Director and the Company's COO. He was appointed on April 29, 2021 and left the Company on March 24, 2022.
(vii) Oliver Foeste is the Company's CFO. He was appointed on July 14, 2021 and is the Managing Partner of Invictus Accounting Group LLP which provides the Company with CFO, accounting and tax services.
(viii) Paul Morgan is the Company's Director. He was appointed on July 14, 2021.
The aggregate value of transactions with key management personnel and Directors and entities over which they have control or significant influence during the six months ended June 31, 2022 and 2021 were as follows:
| Q2 2022 | Q2 2021 | YTD 2022 | YTD 2021 | |||||||||
| $ | $ | $ | $ | |||||||||
| Andrew Hale | - | - | - | 47,479 | ||||||||
| DBM CPA | - | 31,091 | - | 61,091 | ||||||||
| Donald Dinsmore | - | 20,833 | 104,863 | 20,833 | ||||||||
| Invictus Accounting Group LLP | 84,716 | - | 169,791 | - | ||||||||
| MDC Forbes | 30,000 | 10,000 | 55,000 | 10,000 | ||||||||
| Pipedreemz Inc. | - | - | 3,001 | - | ||||||||
| 114,716 | 61,924 | 332,655 | 139,403 |
In addition to the above, the Company's acquisition of PerceiveMD constituted a related party transaction as Michael Forbes, was also a director and controlling shareholder of PerceiveMD prior to the transaction (See Acquisition of PerceiveMD above, for further details).
As at June 30, 2022 and December 31, 2021, the Company had an outstanding accounts payable balance with related parties as follows:
| 2022 | 2021 | |||||
| $ | $ | |||||
| Donald Dinsmore | - | 50,000 | ||||
| Invictus Accounting Group LLP | 27,606 | 8,933 | ||||
| MDC Forbes | 21,000 | 10,500 | ||||
| Michael Forbes | 1,188 | 1,188 | ||||
| Pipedreemz Inc. | 3,351 | - | ||||
| 53,145 | 70,621 |
All related party balances are unsecured, due within thirty days without interest and incurred in the normal course of business.
The transactions with the key management personnel and directors are included in operating expenses as follows:
(a) Consulting fees and professional fees
Includes CEO services by Michael Forbes, charged to the Company via MDC Forbes, accounting and tax services of the Company's former CFO, Stephen Brohman, charged to the Company via DBM CPA and accounting services of the Company's new CFO, Oliver Foeste, charged to the Company via Invictus Accounting Group LLP.
(b) Wages and salaries
Includes services by Donald Dinsmore as prior COO.
PROPOSED TRANSACTIONS
As at June 30, 2022, the Company had no proposed transactions.
CRITICAL ACCOUNTING ESTIMATES
Refer to the Company's annual financial statements for the years ended December 31, 2021 and 2020.
CHANGES IN ACCOUNTING STANDARDS
Accounting standards issued but not yet effective
Certain pronouncements have been issued by the IASB or IFRIC that are effective for accounting periods beginning on or after January 1, 2022. The Company has reviewed these updates and determined that many of these updates are not applicable or consequential to the Company. Refer to the Company's audited financial statements for the years ended December 31, 2021 and 2020 and eight months ended December 31, 2019 for a full listing of the Company's accounting policies and standards.
FINANCIAL RISK MANAGEMENT
Financial instruments - fair value
The Company's financial instruments consist of cash, trade receivables, deposits, accounts payable, mortgage payable, and government loan. The Company's financial instruments are classified and measured at amortized cost, with the exception of cash which is classified and measured at fair value through profit and loss.
As at June 30, 2022, the carrying values of trade receivables and accounts payable approximated their fair value because of the short-term nature of these instruments.
Financial instruments measured at fair value on the consolidated statements of financial position are summarized into the following fair value hierarchy levels:
Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
Financial instruments - risk
The Company's financial instruments are exposed to certain financial risks, including credit risk, liquidity risk and interest rate risk.
Credit risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to fulfill its contractual obligations.
The Company is exposed to credit risk through its cash balances held in financial institutions and trade receivables. The maximum exposure to credit risk is equal to the carrying value of such financial assets.
The objective of managing credit risk is to minimize potential losses in financial assets. The Company assesses the quality of its counterparties, taking into account their credit worthiness and reputation, past performance and other factors. The Company has recognized a provision for expected credit losses on its trade receivables.
Cash is only deposited with or held by major financial institutions where the Company conducts its business.
Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations associated with financial liabilities as they come due. The Company manages its liquidity risk by reviewing on an ongoing basis its cash position and if required raises funding through additional share capital issuances or debt financing.
As at June 30, 2022, the Company had a cash balance of $380,404 and current liabilities of $6,821,652 (December 31, 2021 - $744,541 and $5,341,267 respectively).
Interest rate risk
Interest rate risk is the risk that future cash flows will fluctuate as a result of changes in market interest rates. The Company's mortgage payable, and lease liability carry fixed interest rates and as such, the Company is not exposed to interest rate risk.
Foreign currency risk
Foreign currency risk derives from fluctuations in exchange rates between currencies when transacting business in multiple currencies. The Company's business is substantially all conducted in Canadian dollars so it is not subject to significant foreign currency risk.
Economic dependence
Economic dependence risk is the risk of reliance upon a select number of customers which significantly impact the financial performance of the Company. During the three and six months ended June 30, 2022, two customers represented approximately 92% and 91% of the Company's revenue (2021 - two customers representing approximately 74% and 26%).
OUTSTANDING SHARE DATA
The Company's authorized share capital consists of an unlimited number of voting common shares without par value. The Company had the following securities outstanding as at June 30, 2022 and the date of this MD&A:
| June 30,2022 | Date of this MD&A | |||||
| # | # | |||||
| Common shares | 55,970,547 | 55,970,547 | ||||
| Stock options | 3,380,000 | 3,680,000 | ||||
| Warrants | 8,002,025 | 2,043,911 | ||||
| Fully diluted securities | 67,352,572 | 61,694,458 |
Share issuances
During the six months ended June 30, 2022, the Company had the following share transactions:
a) On April 29, 2022, 10,000,000 common shares related to the amended agreement between the Company and former owners of Phyto BrandCo were returned to treasury and cancelled.
During the year ended December 31, 2021, the Company had the following share transactions:
b) On April 9, 2021, the Company completed a share consolidation on the basis of three common shares to one post-consolidation common share, resulting in 130,001,985 common shares being consolidated into 43,333,995 post-consolidation common shares at the date of the share consolidation. All current and comparative references to the number of common shares, weighted average number of common shares, loss per share, stock options and warrants have been restated to give effect to this share consolidation.
c) On August 10, 2021, the Company issued 2,513,720 unrestricted common shares at $0.80 per share for a total of $2,010,976 pursuant to the acquisition of PerceiveMD.
d) On September 15, 2021, the Company issued 20,000,000 common shares at $1.20 per share for total consideration of $24,000,000 pursuant to the acquisition Phyto BrandCo. Subsequent to the closing of the acquisition, the Company renegotiated terms of the acquisition with the former shareholders of Phyto BrandCo due to certain conditions in the acquisition agreement not being met. It was resolved that the consideration be amended from $24,000,000 to $12,000,000 by a voluntary return to treasury of 10,000,000 common shares.
e) On October 18, 2021, the Company completed a non-brokered private placement whereby the Company issued 122,727 units at a price of $1.10 per unit for gross proceeds of $135,000. Each unit is comprised of one common share and one transferrable common share purchase warrant with each warrant entitling the holder thereof to acquire one common share at a price of $1.75 per share for two years from the date of the closing. The $131,318 fair value of the 122,727 shares issued was determined based on the Company's share price of $1.07 on the grant date, and the residual value of $3,682 was allocated to warrants reserves. The warrants are subject to an acceleration provision whereby if the daily closing price of the common shares closes at or above $2.00 per share for 50 consecutive trading days, then the Company may accelerate the expiration date of the warrants to the date that is 30 trading days from the date that notice of such acceleration is given via news release. From and after the new accelerated expiration date, no warrants may be exercised, and all unexercised warrants would be void.
SUBSEQUENT EVENTS
On July 6, 2022, 1,300,000 shares were released from escrow.
On July 13, 2022, 24,067 compensation options expired unexercised.
Subsequent to June 30, 2022, over a few expiry dates, an aggregate of 5,958,113 warrants expired unexercised.
On August 22, 2022, the Company granted 300,000 stock options to a certain director for the purchase of up to 300,000 common shares at a price of $0.75 per share. Each stock option is exercisable for a period of five years.
RISKS AND UNCERTAINTIES
The Company operates in a rapidly changing environment that involves risks and uncertainties and as a result, management's expectation may not be realized for a number of reasons. An investment in the Company's common shares is speculative and involves a high degree of risk and uncertainty. The current regulatory uncertainty poses additional risks and uncertainties which may materially affect management's expectations.
Regulatory risks
The operations of the Company will be subject to various laws governing the production and distribution of cannabis oil, taxes, labour standards and occupational health, toxic substances, land use, water use, and other matters.
The Cannabis Act is a new regime and as such, revisions to the regime could be implemented which could have an impact on operations.
Furthermore, although the operations of the Company are currently carried out in accordance with all applicable rules and regulations, no assurance can be given that new rules and regulations will not be enacted, or that existing rules and regulations will not be applied, in a manner which could limit or curtail the ability to produce cannabis oil and related products. Amendments to current laws and regulations governing the distribution, transportation and/or production of cannabis oil or related products, or a more stringent implementation thereof, could have a substantial adverse impact.
Ongoing need for financing
The Company's ability to continue operations will be largely reliant on its continued attractiveness to equity investors. The Company is expected to incur operating losses as it continues to expend funds to develop its business operations. Even if its financial resources are sufficient to fund its current operations, there is no guarantee that the Company will be able to achieve its business objectives. The continued development of the Company will require substantial additional financing. The failure to raise such capital could result in the delay or indefinite postponement of current business objectives or the going out of business. The primary source of funding available to the Company will consist of equity financing. There can be no assurance that additional capital or other types of financing will be available if needed or that, if available, the terms of such financing will be favorable. In addition, from time to time, the Company may enter into transactions to acquire assets or the shares of other corporations. These transactions may be financed wholly or partially with debt, which may temporarily increase the Company's debt levels above industry standards.
Competition
The marijuana production industry is competitive in all of its phases. The Company will face strong competition from other companies in connection with such matters. Many of these companies have greater financial resources, operational experience and technical capabilities than Adastra. As a result of this competition, the Company may be unable to maintain its operations or develop them as currently proposed, on terms it considers acceptable or at all. Consequently, the revenues, operations and financial condition of the Company could be materially adversely affected.
Because of the early stage of the industry in which the Company operates, the Company may face additional competition from new entrants. If the number of users of marijuana in Canada increases, the demand for products will increase and management expects that competition will become more intense as current and future competitors begin to offer an increasing number of diversified products. To remain competitive, the Company will require a continued high level of investment in research and development, marketing, sales and client support. The Company may not have sufficient resources to maintain research and development, marketing, sales and client support efforts on a competitive basis which could materially and adversely affect the business, financial condition and results of operations.
COVID-19 pandemic
The COVID-19 outbreak, and related government restrictions, continues to cause business disruptions across the entire global economy and society including impacts on certain supply chains, and cost of supplies and labour. The Company has taken various measures to prioritize the health and safety of its employees, customers and partners, including restricted work travel and site access, improved safety & hygiene, and the requirement of nonessential staff members to work remotely, as required. As a manufacturer of consumable and medicinal products, the Company's practice is to always operate consistently with global pharma-quality standards to the best of its abilities, with strict hygiene practices and mandated personal protective equipment. It is not possible for the Company to predict the duration or magnitude of any longer-term adverse effects that the pandemic may have on the Company's business or ability to raise funds. As of the date of this MD&A, COVID-19 has had minimal impact on the Company's ability to conduct its operations but may impact the Company's ability to raise funding should restrictions related to COVID-19 be expanded in scope.
Form 52-109FV2
Certification of Interim Filings
Venture Issuer Basic Certificate
I, Oliver Foeste, Chief Financial Officer of Adastra Holdings Ltd. certify the following:
1. Review: I have reviewed the condensed interim consolidated financial statements and interim MD&A (together, the "interim filings") of Adastra Holdings Ltd. (the "issuer") for the interim period ended June 30, 2022.
2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
Date: August 26, 2022
| /s/ "Oliver Foeste" |
| Oliver Foeste |
| Chief Financial Officer |
|
NOTE TO READER In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of i) controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and ii) a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP. The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of annual and interim filings and other reports provided under securities legislation. |
Form 52-109FV2
Certification of Interim Filings
Venture Issuer Basic Certificate
I, Michael Forbes, Chief Executive Officer of Adastra Holdings Ltd., certify the following:
1. Review: I have reviewed the condensed interim consolidated financial statements and interim MD&A (together, the "interim filings") of Adastra Holdings Ltd. (the "issuer") for the interim period ended June 30, 2022.
2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
Date: August 26, 2022
| /s/ "Michael Forbes" |
| Michael Forbes |
| Chief Executive Officer |
|
NOTE TO READER In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of i) controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and ii) a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP. The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of annual and interim filings and other reports provided under securities legislation. |
Adastra Holdings Reports Record Second Quarter Results;
Momentum Accelerating in Second Half of the Year
- Record gross revenues of $5.34M YTD 2022, representing 192% growth compared to YTD 2021.
- Q2 2022 gross revenues of $3.05M, representing an increase of 33% over last quarter (Q1 2022).
LANGLEY, BC, August 26, 2022 - Adastra Holdings Ltd. (CSE: XTRX) (FRA: D2EP) ("Adastra" or the "Company"), a leading cannabis company focused on processing, adult-use and medical sales, organoleptic testing and analytical testing, is pleased to report financial results for the three and six months ended June 30, 2022.
"Adastra experienced a record-breaking first half of the year, demonstrating growth and gaining strong momentum as we continued to execute on our transformational strategy," said Michael Forbes, Chief Executive Officer of Adastra. "Building on our first quarter achievements, we are once again reporting record revenues and gross profit levels in Q2 2022. In the first six months alone, our gross revenues are close to what we achieved for the entire twelve months last year."
"We are excited for the future of our business and the industry as a whole. We are seeing an increase in demand for our products as we continue to gain market share, and we are finding every opportunity to streamline our operations and add new revenue streams," added Forbes. "Together, with the support of our co-manufacturing partners, we look to leverage our innovation and unique capabilities for sustained profitable growth, with the aim to create long term value for our customers, partners and shareholders."
Key Q2 2022 Financial Highlights
- Gross revenues of $5.34M for YTD 2022 compared to $1.83M for YTD 2021, representing a 192% increase.
- Gross revenues of $3.05M in Q2 2022, compared to $1.24M in Q2 2021, representing an increase of 146%, demonstrating significant demand for Adastra's cannabis concentrate brands and products.
- Gross profit of $1.09M in Q2 2022, compared to $0.34M in Q2 2021, representing an increase of 226%.
- Operating expenses for Q2 2022 increased to $1.49M compared to $0.65M for Q2 2021, primarily due to an increase in advertising and promotion for the launch of Endgame, depreciation and amortization relating to additional trademarks and patient relationships from the acquisition of Phyto and PerceiveMD, and sales data aggregator programs.
Key Q2 2022 and Future Looking Corporate and Business Highlights
- Endgame Extracts brand was launched in BC in Q1 2022, its shatter and vape products rank in the top 10 as per Headset data.
- Adastra's Phyto Extractions shatter brand ranked in top five best-sellers in BC as per Headset Data.
- Shatter production increased to 185.4 kg in Q2 2022 compared to 106.6 kg in Q1 2022 and 61.4 kg in Q2 2021.
- Demand increased for both B2B and B2C sales. A total of 208,626 kg of distillate was produced in June 2022.
- Received medical sales license approval from Health Canada in August 2022, enabling Adastra to distribute patient-formulated products to the medical market.
- Automated pre-roll equipment for infused pre-roll production is expected to be installed and operational in September 2022.
Financial Statements & Management's Discussion and Analysis
This earnings press release should be read in conjunction with Adastra's interim financial statements for the three and six months ended June 30, 2022, which can be found on Adastra's issuer profile on SEDAR at www.sedar.com.
About Adastra Holdings Ltd.
Adastra is a leading manufacturer and supplier of innovative ethnobotanical and cannabis science products designed for the adult-use, medical markets and forward-looking therapeutic applications. Adastra is recognized as a high-capacity processor and co-manufacturer throughout Canada. Adastra acquired 100% of the legacy-built brand Phyto Extractions in September 2021. The brand is well-known for its cannabis concentrate products, available on shelves at over 1,400 adult-use retailers across the country. The Company also operates Adastra Labs, a 13,500 sq. ft. agricultural-scale Health Canada licensed facility located in Langley, British Columbia, focused on extraction, distillation, and manufacturing of cannabis-derived products. Adastra has successfully taken steps in becoming a licensed cultivator, tester, extractor, and seller of controlled substances, including Psilocybin and Psilocin, by applying for a Controlled Substances Dealer's License, which is under review by Health Canada. Pending Health Canada approval, Adastra is poised to be a drug formulation and development leader in this emerging sector. In addition, the acquisition of 1225140 B.C. Ltd., doing business as PerceiveMD, Adastra operates a multidisciplinary manufacturer for medical cannabis and psychedelic therapies, working alongside practitioners and healthcare professionals within the regulated environment to help create efficacious remedies that address the actual needs of patients. For more information, visit: www.adastraholdings.ca.
Contacts
Michael Forbes, CEO, Corporate Secretary & Director
(778) 715 5011
michael@adastraholdings.ca
Stephanie Martens, Investor Relations
ir@adastraholdings.ca
Forward-Looking Information
This news release contains forward-looking information within the meaning of Canadian securities legislation concerning the business of the Company. Forward-looking information is based on certain key expectations and assumptions made by the management of the Company. Although the Company believes that the expectations and assumptions on which such forward looking information is based are reasonable, undue reliance should not be placed on the forward-looking information because the Company can give no assurance that they will prove to be correct. Forward looking information in this news release includes statements regarding, but not limited to: the intention to leverage the Company's innovation and capabilities for sustained profitable growth, with the aim to create long term value for its customers, partners and shareholders; and the Company's automated pre-roll equipment for infused pre-roll production which is expected to be installed and operational in September 2022. There are numerous risks and uncertainties that could cause actual results and the Company's plans and objectives to differ materially from those expressed in the forward-looking information. Important factors that could cause actual results to differ materially from those expressed in the forward-looking information include: reduced sales resulting from the B.C. General Employees Union strike in British Columbia; the availability of a qualified workforce; changes in regulations or licensing affecting the Company's business; reduced demand for cannabis and cannabis related products; reductions in the Company's retail space and store locations; and other factors beyond the control of the Company. These and all subsequent written and oral forward-looking information are based on estimates and opinions of management on the dates they are made and are expressly qualified in their entirety by this notice. Except as required by law, the Company does not intend to update these forward-looking statements.