EX-99.1 2 ex_597176.htm EXHIBIT 99.1 ex_597176.htm

ex_597176img001.jpg

 

 

EARNINGS RELEASE

 

 

SOURCE: Neptune Wellness Solutions Inc.

 

Neptune Reports Fiscal Second Quarter 2024 Financial Results

 

Company to host a conference call at 10:00 a.m. (Eastern Time) Wednesday, November 15, 2023, to discuss these results

 

LAVAL, QUÉBEC, CANADA November 14, 2023 – Neptune Wellness Solutions Inc. ("Neptune" or the "Company") (NASDAQ: NEPT), a consumer-packaged goods company focused on plant-based, sustainable and purpose-driven lifestyle brands, today announced its financial and operating results for the three-month period ending September 30, 2023.

 

Second Quarter 2024 Financial Highlights:

 

Consolidated net revenue of $8.7 million, down from $12.0 million for the same period last year. This is largely due to a decrease in Food & Beverage revenues compared to the same period last year.

 

Gross loss of $0.6 million compared to a gross profit of $1.1 million for the same period last year. This change is due to a decrease in revenues of $3.2 million offset by a reduction in cost of sales of $1.6 million.

 

Consolidated SG&A expenses of $3.8 million compared to $15.9 million in Q2 of fiscal 2023, a decrease of $12.1 million or 76%. This was primarily due to a decrease in payroll and payroll related expenses as well as other cost cutting measures.

 

Reported second-quarter net loss of $5.3 million compared to a reported net loss of $37.3 million in the comparable period in fiscal 2023.

 

Adjusted EBITDA (non-GAAP) loss of $3.2 million compared to an Adjusted EBITDA (non-GAAP) loss of $13.7 million same period 2023.

 

Second Quarter & Subsequent Business Highlights:

 

Announced that the Board of Directors had approved a plan to proceed with a spinout to Neptune shareholders of a majority of its equity interest in Sprout, which would follow the previously completed exchange by Neptune of existing Sprout debt for Sprout equity. Pursuant to the term sheet entered into with Morgan Stanley as previously announced on August 17, 2023, it is anticipated that Neptune would spin out a majority of its equity interest in Sprout to current Neptune shareholders, and Neptune would keep a retained interest of approximately 10-15%.

 

Effectively converted a substantial portion of Neptune's Sprout debt into Sprout equity resulting in Neptune having increased its Sprout ownership from 50.1% to approximately 89.5% and being removed as guarantor for Sprout Organic’s Promissory notes from Morgan Stanley.

 

Announced repayment of Senior Secured Notes in full, of approximately $2.3 million, with CCUR Holdings, Inc. and Symbolic Logic, Inc. The senior secured notes had an original principal amount of $4 million and bore a fixed interest rate of 16.5% per annum.

 

Closed a public offering of common stock and warrants resulting in gross proceeds of approximately US$4.5 million.

 

Conference Call Details:

The Company will host a conference call at 10:00 a.m. (Eastern Time) Wednesday, November 15, 2023, to discuss these results. The conference call will be webcast live and can be accessed by registering on the Events and Presentations portion of Neptune's Investor Relations website at www.investors.neptunewellness.com. The webcast will be archived for approximately 90 days.

 

 

About Neptune Wellness Solutions Inc.

Neptune is a consumer-packaged goods company that aims to innovate health and wellness products. Founded in 1998 and headquartered in Laval, Quebec with a United States headquarters in Jupiter, Florida, the company focuses on developing a portfolio of high-quality, affordable consumer products that align with the latest market trends for natural, sustainable, plant-based and purpose-driven lifestyle brands. The company's products are available in more than 29,000 retail locations and include well-known organic food and beverage brands such as Sprout Organics, Nosh, and Nurturme, as well as nutraceuticals brands like Biodroga and Forest Remedies. With its efficient and adaptable manufacturing and supply chain infrastructure, the company can quickly respond to consumer demand, and introduce new products through retail partners and e-commerce channels. Please visit neptunewellness.com for more details.

 

Disclaimer Safe Harbor ForwardLooking Statements
Statements in this news release that are not statements of historical or current fact constitute “forward-looking statements” within the meaning of applicable securities laws. Such forward-looking statements involve known and unknown risks, uncertainties, and other unknown factors that could cause the actual results of Neptune to be materially different from historical results or from any future results expressed or implied by such forward-looking statements. In addition to statements which explicitly describe such risks and uncertainties, readers are urged to consider statements labeled with the terms “believes”, “belief”, “expects”, “intends”, “projects”, “anticipates”, “will”, “should” or “plans” to be uncertain and forward-looking. Forward-looking statements relate to future events or future performance and reflect management’s expectations or beliefs regarding future events including, but not limited to, statements with respect to the timing of reporting quarterly results. Although the Company believes that the assumptions and factors used in preparing the forward-looking information or forward-looking statements in this news release are reasonable, undue reliance should not be placed on such information and no assurance can be given that such events will occur in the disclosed time frames or at all. The forward-looking statements and information included in this news release are made as of the date of this news release and the Company does not undertake an obligation to publicly update such forward-looking information or forward-looking information to reflect new information, subsequent events or otherwise unless required by applicable securities laws. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this news release. The forward-looking statements contained in this news release are expressly qualified in their entirety by this cautionary statement and the “Cautionary Note Regarding Forward-Looking Information” section contained in Neptune’s latest Annual Report on Form 10-K and its subsequent filings, which are available on EDGAR at www.sec.gov/edgar.shtml. All forward-looking statements in this news release are made as of the date of this news release. Neptune does not undertake to update any such forward-looking statements whether as a result of new information, future events or otherwise, except as required by law.

 

 

Media Contacts:

media@neptunecorp.com

 

Investor Contacts:

Valter Pinto, Managing Director

KCSA Strategic Communications

neptune@kcsa.com

212.896.1254

 

 

Condensed Consolidated Interim Balance Sheets (Unaudited)

(in U.S. dollars)

 

 

       

As at

   

As at

 
       

September 30, 2023

   

March 31, 2023

 
         

(Unaudited)

         

Assets

                   
                     

Current assets:

                   

Cash and cash equivalents

     

$

4,750,564

   

$

1,993,257

 

Short-term investment

       

17,642

     

17,540

 

Trade and other receivables

       

4,585,960

     

7,507,333

 

Prepaid expenses

       

2,031,710

     

1,025,969

 

Inventories

       

12,060,951

     

13,006,074

 

Total current assets

       

23,446,827

     

23,550,173

 
                     

Property, plant and equipment

       

1,162,767

     

1,403,264

 

Operating lease right-of-use assets

       

1,664,398

     

1,941,347

 

Intangible assets

       

1,389,803

     

1,607,089

 

Goodwill

       

2,428,718

     

2,426,385

 

Total assets

     

$

30,092,513

   

$

30,928,258

 
                     

Liabilities and Equity (Deficiency)

                   
                     

Current liabilities:

                   

Trade and other payables

     

$

29,832,755

   

$

27,051,561

 

Current portion of operating lease liabilities

       

339,620

     

339,620

 

Loans and borrowings

       

10,208,916

     

7,538,369

 

Provisions

       

6,870,815

     

2,948,340

 

Liability related to warrants

       

2,508,691

     

3,156,254

 

Total current liabilities

       

49,760,797

     

41,034,144

 
                     

Operating lease liabilities

       

1,887,727

     

2,017,888

 

Loans and borrowings, net of current portion

       

16,684,521

     

15,412,895

 

Other liability

       

19,000

     

24,000

 

Total liabilities

       

68,352,045

     

58,488,927

 
                     

Shareholders' Equity (Deficiency):

                   

Share capital - without par value (2,009,102 shares issued and outstanding as of September 30, 2023; 300,070 shares issued and outstanding as of March 31, 2023)

       

325,219,444

     

321,946,102

 

Warrants

       

6,582,033

     

6,155,323

 

Additional paid-in capital

       

59,222,340

     

58,138,914

 

Accumulated other comprehensive loss

       

(14,884,171

)

   

(14,538,830

)

Deficit

       

(392,845,921

)

   

(383,641,363

)

Total deficiency attributable to equity holders of the Company

       

(16,706,275

)

   

(11,939,854

)

                     

Non-controlling interest

       

(21,553,257

)

   

(15,620,815

)

Total shareholders' deficiency

       

(38,259,532

)

   

(27,560,669

)

                     

Commitments and contingencies

                   

Subsequent events

                   

Total liabilities and shareholders' deficiency

     

$

30,092,513

   

$

30,928,258

 

 

 

 

Condensed Consolidated Interim Statements of Loss and Comprehensive Loss

(Unaudited) (in U.S. dollars)

For the three period ended September 30, 2023 and 2022

 

       

Three-month periods ended

     
       

September 30, 2023

   

September 30, 2022

     
                         

Revenue from sales net of excise taxes of nil and nil (2022 - $1,600 and $643,476 )

     

$

8,714,577

   

$

11,755,056

     

Royalty revenues

       

25,311

     

218,731

     

Other revenues

       

     

13,055

     

Total revenues

       

8,739,888

     

11,986,842

     
                         

Cost of sales other than impairment loss on inventories

       

(9,091,439

)

   

(10,878,974

)

   

Impairment loss on inventories

       

(216,184

)

   

     

Total cost of sales

       

(9,307,623

)

   

(10,878,974

)

   

Gross profit (loss)

       

(567,735

)

   

1,107,868

     
                         

Research and development expenses

       

(24,675

)

   

(207,598

)

   

Selling, general and administrative expenses

       

(3,836,411

)

   

(15,907,638

)

   

Impairment loss related to intangible assets

       

     

(2,593,529

)

   

Impairment loss on assets held for sale

       

     

(14,530,458

)

   

Impairment loss related to goodwill

       

     

(7,570,471

)

   

Net gain on sale of property, plant and equipment

       

     

     

Loss from operating activities

       

(4,504,230

)

   

(39,701,826

)

   
                         

Finance income

       

     

16

     

Finance costs

       

(3,174,627

)

   

(379,007

)

   

Foreign exchange gain

       

526,436

     

4,613,545

     

Loss on issuance of derivatives

       

(157,049

)

   

     

Gain (loss) on revaluation of derivatives

       

1,972,952

     

(1,807,890

)

   

Total other income (expense)

       

(832,288

)

   

2,426,664

     

Loss before income taxes

       

(5,336,518

)

   

(37,275,162

)

   
                         

Income tax expense

       

     

(12,530

)

   

Net loss

       

(5,336,518

)

   

(37,287,692

)

   
                         

Other comprehensive income (loss)

                       

Net change in unrealized foreign currency gains (losses) on translation of net investments in foreign operations (tax effect of nil for all periods)

       

15,004

     

(3,702,162

)

   

Total other comprehensive income (loss)

       

15,004

     

(3,702,162

)

   
                         

Total comprehensive loss

     

$

(5,321,514

)

 

$

(40,989,854

)

   
                         

Net loss attributable to:

                       

Equity holders of the Company

     

$

(890,190

)

 

$

(30,897,458

)

   

Non-controlling interest

       

(4,446,328

)

   

(6,390,234

)

   

Net loss

     

$

(5,336,518

)

 

$

(37,287,692

)

   
                         

Total comprehensive loss attributable to:

                       

Equity holders of the Company

     

$

(875,186

)

 

$

(34,599,620

)

   

Non-controlling interest

       

(4,446,328

)

   

(6,390,234

)

   

Total comprehensive loss

     

$

(5,321,514

)

 

$

(40,989,854

)

   
                         

Basic loss per share attributable to:

                       

Common Shareholders of the Company

     

$

(1.38

)

 

$

(151.17

)

   
                         

Diluted loss per share attributable to:

                       

Common Shareholders of the Company

     

$

(1.38

)

 

$

(151.17

)

   
                         

Basic and diluted weighted average number of common shares

       

646,813

     

204,388

     

 

 

SELECTED CONSOLIDATED FINANCIAL INFORMATION (in millions, except per share data)

 

The following table sets out selected consolidated financial information.

 

   

Three-month periods ended

   
   

September 30, 2023

   

September 30, 2022

   

Total revenues

 

$

8.740

   

$

11.987

   

Adjusted EBITDA1

   

(3.220

)

   

(13.677

)

 

Net loss

   

(5.337

)

   

(37.288

)

 

Net loss attributable to equity holders of the Company

   

(0.890

)

   

(30.897

)

 

Net loss attributable to non-controlling interest

   

(4.446

)

   

(6.390

)

 

Basic and diluted loss attributable to common shareholders of the Company

   

(20.52

)

   

(29.46

)

 

 

   

As at September 30, 2023

   

As at March 31, 2023

   

As at March 31, 2022

 

Total assets

 

$

30.093

   

$

30.928

   

$

104.955

 

Working capital2

   

(26.314

)

   

(17.484

)

   

7.071

 

Non-current financial liabilities

   

18.591

     

17.455

     

13.800

 

(Deficiency) equity attributable to equity holders of the Company

   

(16.706

)

   

(11.940

)

   

48.116

 

(Deficiency) equity attributable to non-controlling interest

   

(21.553

)

   

(15.621

)

   

12.722

 

 

1     The Adjusted EBITDA is a non-GAAP measure. It is not a standard measure endorsed by US GAAP requirements. A reconciliation to the Company’s net loss is presented below. In the three-month period ended September 30, 2022, the Company re-casted comparative Adjusted EBITDA to conform to its current definition. As a result, the following adjustments were removed in the current and comparative quarters: litigation provisions, business acquisition and integration costs, signing bonus, severance and related costs, and write-down of inventories and deposits.

2   Working capital is calculated by subtracting current liabilities from current assets. Because there is no standard method endorsed by US GAAP, the results may not be comparable to similar measurements presented by other public companies. Current assets as at September 30, 2023, March 31, 2023 and March 31, 2022 were $23.447, $23.550 and $337.388 respectively, and current liabilities as at September 30, 2023, March 31, 2023 and March 31, 2022 were $49.761, $41.034 and $30.317 respectively.

 

NON-GAAP FINANCIAL PERFORMANCE MEASURES

 

The Company uses one adjusted financial measure, Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (“Adjusted EBITDA”) to assess its operating performance. This non-GAAP financial measure is presented in a consistent manner, unless otherwise disclosed. The Company uses this measure for the purposes of evaluating its historical and prospective financial performance, as well as its performance relative to competitors. The measure also helps the Company to plan and forecast for future periods as well as to make operational and strategic decisions. The Company believes that providing this information to investors, in addition to its GAAP financial statements, allows them to see the Company’s results through the eyes of Management, and to better understand its historical and future financial performance. Neptune’s method for calculating Adjusted EBITDA may differ from that used by other corporations.

 

A reconciliation of net loss to Adjusted EBITDA is presented below.

 

ADJUSTED EBITDA

 

Although the concept of Adjusted EBITDA is not a financial or accounting measure defined under US GAAP and it may not be comparable to other issuers, it is widely used by companies. Neptune obtains its Adjusted EBITDA measurement by excluding from its net loss the following items: net finance costs (income), depreciation and amortization, and income tax expense (recovery). Other items such as equity classified stock-based compensation, non-employee compensation related to warrants, impairment losses on non-financial assets, revaluations of derivatives, costs related to conversion from IFRS to US GAAP and other changes in fair values are also added back to Neptune's net loss. The exclusion of net finance costs (income) eliminates the impact on earnings derived from non-operational activities. The exclusion of depreciation and amortization, stock-based compensation, non-employee compensation related to warrants, impairment losses, revaluations of derivatives and other changes in fair values eliminates the non-cash impact of such items, and the exclusion of costs related to conversion from IFRS to US GAAP, together with the other exclusions discussed above, present the results of the on-going business. From time to time, the Company may exclude additional items if it believes doing so would result in a more effective analysis of underlying operating performance. Adjusting for these items does not imply they are non-recurring. For purposes of this analysis, the Net finance costs (income) caption in the reconciliation below includes the impact of the revaluation of foreign exchange rates.

 

In the three-month period ended September 30, 2022, the Company recast comparative Adjusted EBITDA to conform to the current definition. As a result, the following adjustments were removed in the current and comparative quarters: litigation provisions, business acquisition and integration costs, signing bonus, severance and related costs, and write-down of inventories and deposits.

 

Adjusted EBITDA1 reconciliation, in millions of dollars

 

   

Three-month periods ended

   
   

September 30, 2023

   

September 30, 2022

   
                   

Net loss for the period

 

$

(5.337

)

 

$

(37.288

)

 

Add (deduct):

                 

Depreciation and amortization

   

0.373

     

0.691

   

Revaluation of derivatives

   

(1.973

)

   

1.808

   

Net finance costs (income)

   

3.175

     

(4.235

)

 

Equity classified stock-based compensation

   

0.467

     

0.640

   

Impairment loss on long-lived assets

   

0.075

     

24.694

   

Income tax expense

   

     

0.013

   

Adjusted EBITDA1

 

$

(3.220

)

 

$

(13.677

)

 

 

1 The Adjusted EBITDA is not a standard measure endorsed by US GAAP requirements. In the three-month period ended September 30, 2022, the Company re-casted comparative Adjusted EBITDA to conform to its current definition. As a result, the following adjustments were removed in the current and comparative quarters: litigation provisions, business acquisition and integration costs, signing bonus, severance and related costs, and write-down of inventories and deposits.