INTRODUCTION
This Management’s Discussion and Analysis dated May 14, 2024 (this “MD&A”), should be read in conjunction with the unaudited condensed consolidated interim financial statements (the “Interim Financial Statements”) of Organigram Holdings Inc. (the “Company” or “Organigram”) for the three and six months ended March 31, 2024 (“Q2 Fiscal 2024”) and the audited annual consolidated financial statements for the thirteen months ended September 30, 2023 (the "Annual Financial Statements" together with the Interim Financial Statements, the "Financial Statements"), including the accompanying notes thereto.
In May 2023, to better align the Company's financial statement reporting requirements with other public companies and calendar quarters, the board of directors of the Company (the "Board of Directors") approved a change in the Company's fiscal year end from August 31 to September 30. In this MD&A, references to "Fiscal 2023" are to the 13-month period from September 1, 2022 through September 30, 2023. Fiscal 2024 commenced on October 1, 2023 and continues through September 30, 2024. As a result of the change in year end, the financial information presented in this MD&A for the current period is for the three and six months ended March 31, 2024, whereas the comparative period is for the three and six months ended February 28, 2023 ("Q2 Fiscal 2023").
Financial data in this MD&A is based on the Interim Financial Statements of the Company, and has been prepared in accordance with International Accounting Standard ("IAS") 34 Interim Financial Reporting as issued by the International Accounting Standards Board (“IASB”), unless otherwise stated. All financial information in this MD&A is expressed in thousands of Canadian dollars (“$”), except for share and per share calculations, references to $ millions and $ billions, per gram (“g”) or kilogram (“kg”) of dried flower and per milliliter (“mL”) or liter (“L”) of cannabis extracts calculations.
This MD&A contains forward-looking information within the meaning of applicable securities laws, and includes the use of Non-IFRS Measures (as defined herein). Refer to “Cautionary Statement Regarding Forward-Looking Information” and "Cautionary Statement Regarding Certain Non-IFRS Measures" included within this MD&A.
The financial information in this MD&A also contains certain financial and operational performance measures that are not defined by and do not have any standardized meaning under International Financial Reporting Standards ("IFRS"), as issued by the IASB, but are used by management to assess the financial and operational performance of the Company. These include, but are not limited to, the following:
•Adjusted gross margin;
•Adjusted earnings before interest, taxes, depreciation and amortization ("Adjusted EBITDA"); and
•Free cash flow ("FCF").
The Company believes that these Non-IFRS Measures, in addition to conventional measures prepared in accordance with IFRS, enable investors to evaluate the Company’s operating results, underlying performance and prospects in a similar manner to the Company’s management. The Non-IFRS Measures are defined in the sections in which they appear. Adjusted gross margin and Adjusted EBITDA are reconciled to IFRS in the “Financial Results and Review of Operations” section of this MD&A.
As there are no standardized methods of calculating these Non-IFRS Measures, the Company’s approaches may differ from those used by others, and the use of these measures may not be directly comparable. Accordingly, these Non-IFRS Measures are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. Refer to "Cautionary Statement Regarding Certain Non-IFRS Measures" included within this MD&A.
This MD&A contains information concerning our industry and the markets in which we operate, including our market position and market share, which is based on information from independent third-party sources. Although we believe these sources to be generally reliable, market and industry data is inherently imprecise, subject to interpretation and cannot be verified with complete certainty due to limits on the availability and reliability of raw data, the voluntary nature of the data gathering process, and other limitations and uncertainties inherent in any statistical survey or data collection process. We have not independently verified any third-party information contained herein.
The Company’s wholly-owned subsidiary, Organigram Inc. ("OGI"), is a licensed producer of cannabis and cannabis derived products (a “Licensed Producer” or “LP”) under the Cannabis Act (Canada) and the Cannabis Regulations (Canada) (together, the “Cannabis Act”) and is regulated by Health Canada.
The Company’s head office is located at 1400-145 King Street West, Toronto, Ontario, M5H 1J8. The Company's registered office is located at 35 English Drive, Moncton, New Brunswick, E1E 3X3. The Company’s common shares (“Common Shares”) are listed under the ticker symbol “OGI” on both the Nasdaq Global Select Market (“NASDAQ”) and on the Toronto Stock Exchange (“TSX”). Any inquiries regarding the Company may be directed by email to investors@organigram.ca.
MANAGEMENT’S DISCUSSION AND ANALYSIS | FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2024 AND FEBRUARY 28, 2023 1
Additional information relating to the Company, including the Company’s most recent annual information form (the “AIF”), is available under the Company’s issuer profile on the Canadian Securities Administrators’ System for Electronic Document Analysis and Retrieval (“SEDAR+”) at www.sedarplus.com. The Company’s reports and other information filed with or furnished to the United States Securities and Exchange Commission (“SEC”) are available on the SEC’s Electronic Document Gathering and Retrieval System (“EDGAR”) at www.sec.gov.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
Certain information herein contains or incorporates comments that constitute forward-looking information within the meaning of applicable securities legislation (“forward-looking information”). Forward-looking information, in general, can be identified by the use of forward-looking terminology such as “outlook”, “objective”, “may”, “will”, “could”, “would”, “might”, “expect”, “intend”, “estimate”, “anticipate”, “believe”, “plan”, “continue”, “budget”, “schedule” or “forecast” or similar expressions suggesting future outcomes or events. They include, but are not limited to: statements with respect to expectations, forecasts or other characterizations of future events or circumstances, and the Company’s objectives, goals, strategies, beliefs, intentions, plans, estimates, projections and outlook, including statements relating to the Company’s plans and objectives, or estimates or predictions of actions of customers, suppliers, partners, distributors, competitors or regulatory authorities; and statements regarding the Company’s future economic performance. These statements are not historical facts but instead represent management beliefs regarding future events, many of which by their nature are inherently uncertain and beyond management control. Forward-looking information in this MD&A is based on the Company’s current expectations about future events.
Certain forward-looking information in this MD&A includes, but is not limited to the following:
•Moncton Campus (as defined herein), Winnipeg Facility (as defined herein) and Lac-Supérieur Facility (as defined herein) licensing and production capacity and timing thereof;
•Expectations regarding production capacity, facility size, THC (as defined herein) content, costs and yields;
•Expectations regarding the prospects of the Company’s collaboration and investment transaction with a wholly-owned subsidiary of British American Tobacco p.l.c. ("BAT");
•Expectations regarding the prospects for the Company’s subsidiary, Organigram Inc., being the resulting entity from the October 2023 amalgamation between Organigram Inc., The Edibles and Infusions Corporation ("EIC") and Laurentian Organic Inc. ("Laurentian");
•The outcome of the "anti-dumping" investigation in respect of Canadian cannabis exports to Israel (refer to page 17);
•Expectations around demand for cannabis and related products, future opportunities and sales, including the relative mix of medical versus adult-use recreational cannabis products, the relative mix of products within the adult-use recreational category including wholesale and international, the Company’s financial position, future liquidity and other financial results;
•Changes in legislation related to permitted cannabis types, cannabinoid content, forms and potency and legislation of additional cannabis types and forms for adult-use recreational cannabis in Canada, including regulations relating thereto, the timing and the implementation thereof, and our future product forms;
•Expectations around branded products and derivative-based products with respect to timing, launch, product attributes, composition and consumer demand;
•Expectations about the Company's ability to develop current and future vapour hardware, and the Company's ability to enter and expand its share of the vapour market;
•The scope of protection the Company is able to establish and maintain, if any, for its intellectual property ("IP") rights;
•Strategic investments and capital expenditures, and expected related benefits;
•The expectation that the planned technical arrangement between Organigram and Phylos Bioscience Inc. ("Phylos") will permit Organigram to transition a portion of its garden to seed-based cultivation over time, and the anticipated benefits of seed-based production;
•The expectations regarding the Company's investments in Weekend Holdings Corp ("WHC"), the parent company of Green Tank Technologies Corp. ("Greentank"), and in Steady State LLC (d/b/a Open Book Extracts) ("OBX");
•Expectations regarding EU-GMP certification (as defined herein), including timing for scheduling of certification audit, successful completion of the audit and timing for the issuance of the certification assuming successful;
•Expectations regarding the resolution of litigation and other legal proceedings;
•The general continuance of current, or where applicable, assumed industry conditions;
•Changes in laws, regulations, guidelines, and policies, and the interpretation thereof, including those relating to the recreational and/or medical cannabis markets domestically and internationally;
•Changes in laws, regulations, guidelines, and policies, and the interpretation thereof, including those related to minor cannabinoids and environmental programs;
•The price of cannabis and derivative cannabis products;
•Expectations around the availability and introduction of new genetics including consistency and quality of seeds and plants and the characteristics thereof;
•The impact of the Company’s cash flow and financial performance on third parties, including its supply partners;
•Fluctuations in the price of Common Shares and the market for Common Shares;
MANAGEMENT’S DISCUSSION AND ANALYSIS | FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2024 AND FEBRUARY 28, 2023 2
•The treatment of the Company’s business under governmental regulatory regimes and tax laws, including the Excise Act 2001 (Canada) and the renewal of the Company’s licenses thereunder and the Company’s ability to obtain export licenses from time to time;
•The treatment of the Company's business under international regulatory regimes and impacts on changes thereto on the Company's international sales;
•Expectations related to the war between Israel and Hamas and its impact on the supply of product and collection of accounts receivable and the demand of product in Israel;
•The Company’s growth strategy, targets for future growth and forecasts of the results of such growth;
•Expectations concerning access to capital and liquidity, the consummation of the outstanding tranches of the Follow-on BAT Investment (as defined herein), and the Company’s ability to access the public markets from time to time to fund operational activities and growth;
•The Company’s ability to meet the minimum listing requirements for the TSX and NASDAQ and the impact of any actions it may be required to take to remain listed;
•The ability of the Company to generate cash flow from operations and from financing activities;
•The competitive conditions of the industry, including the Company’s ability to maintain or grow its market share;
•Expectations regarding the Company's ability to generate cost savings from operational effectiveness and automation initiatives;
•Expectations regarding capital expenditures and timing thereof; and
•Expectations concerning the Company's performance during its fiscal year ending September 30, 2024 ("Fiscal 2024"), including with respect to revenue, adjusted gross margin, selling, general and administrative expenses ("SG&A"), Adjusted EBITDA and FCF.
Forward-looking information is provided for the purposes of assisting the reader in understanding the Company and its business, operations, risks, financial performance, financial position and cash flows as at and for the periods ended on certain dates, and to present information about management’s current expectations and plans relating to the future, and the reader is cautioned that such statements may not be appropriate for other purposes. In addition, this MD&A may contain forward-looking information attributed to third party industry sources. Undue reliance should not be placed on forward-looking information, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. Forward-looking information does not guarantee future performance and involves known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in the forward-looking information. By its nature, forward-looking information involves numerous assumptions, known and unknown risks and uncertainties, both general and specific, that contribute to the possibility that the expectations, predictions, forecasts, projections and conclusions will not occur or prove accurate, that assumptions may not be correct, and that objectives, strategic goals and priorities will not be achieved. These and other factors may cause actual results or events to differ materially from those anticipated in the forward-looking information.
Factors that could cause actual results to differ materially from those set forth in forward-looking information include, but are not limited to: financial risks; cyber security risks; dependence on senior management and other key personnel, the Company's Board of Directors, consultants and advisors; availability and sufficiency of insurance including continued availability and sufficiency of director and officer and other forms of insurance; the Company and its subsidiaries being able to, where applicable, cultivate cannabis pursuant to applicable law and on the currently anticipated timelines and in anticipated volumes; industry competition; global events, including heightened economic and industry uncertainty as a result of any pandemic or epidemic and governmental action in respect thereto, including with respect to impacts on production, operations, disclosure controls and procedures or internal control over financial reporting, and supply chain and distribution disruptions; facility and technological risks; changes to government laws, regulations or policy, including environmental or tax, or the enforcement thereof; agricultural risks; ability to maintain any required licenses or certifications; supply risks; product risks; construction delays or postponements; packaging and shipping logistics; inflationary risk, expected number of medical and adult-use recreational cannabis users in Canada and internationally; continuation of shipments to existing and prospective international jurisdictions and customers; potential time frame for the implementation of legislation to legalize cannabis internationally; the Company’s, its subsidiaries' and its investees’ ability to, where applicable, obtain and/or maintain their status as Licensed Producers or other applicable licenses; risk factors affecting its investees; availability of any required financing on commercially attractive terms or at all; the potential size of the regulated adult-use recreational cannabis market in Canada; demand for and changes in the Company’s cannabis and related products, including the Company’s derivative products, and the sufficiency of the retail networks to supply such demand; ability of the Company to develop current and future vapour hardware and to expand into the vapour market; ability to enter and participate in international market opportunities; general economic, financial market, regulatory, industry and political conditions affecting the Company; expectations related to the war between Israel and Hamas and its impact on the supply of product in the market and the demand for product in Israel as well as the impact of the war on collection of accounts receivable; the outcome of the Anti-Dumping Investigation (as defined herein); the ability of the Company to compete in the cannabis industry and changes in the competitive landscape; a material decline in cannabis prices; the Company’s ability to manage anticipated and unanticipated costs; the Company’s ability to implement and maintain effective internal control over financial reporting and disclosure controls and procedures; risks relating to potential failure of the Company's information technology (IT) system; the timing for the stabilization of the Company's enterprise resource planning ("ERP") system; continuing to meet listing standards for the TSX and the NASDAQ; risks relating to the Company's IP; liquidity risk; concentration risk; and other risks and factors described from time
MANAGEMENT’S DISCUSSION AND ANALYSIS | FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2024 AND FEBRUARY 28, 2023 3
to time in the documents filed by the Company with securities regulators in Canada and the United States. Material factors and assumptions used in establishing forward-looking information include that production activities will proceed as planned, and demand for cannabis and related products will change in the manner expected by management. All forward-looking information is provided as of the date of this MD&A.
The Company does not undertake to update any such forward-looking information whether as a result of new information, future events or otherwise, except as required by law.
ADDITIONAL INFORMATION ABOUT THE ASSUMPTIONS, RISKS AND UNCERTAINTIES OF THE COMPANY’S BUSINESS AND MATERIAL FACTORS OR ASSUMPTIONS ON WHICH INFORMATION CONTAINED IN FORWARD-LOOKING INFORMATION IS BASED IS PROVIDED IN THE COMPANY’S DISCLOSURE MATERIALS, INCLUDING IN THIS MD&A UNDER “RISK FACTORS” AND THE COMPANY’S CURRENT AIF UNDER “RISK FACTORS”, FILED WITH THE SECURITIES REGULATORY AUTHORITIES IN CANADA AND AVAILABLE UNDER THE COMPANY’S ISSUER PROFILE ON SEDAR+ AT WWW.SEDARPLUS.COM, AND FILED WITH OR FURNISHED TO THE SEC AND AVAILABLE ON EDGAR AT WWW.SEC.GOV. ALL FORWARD-LOOKING INFORMATION IN THIS MD&A IS QUALIFIED BY THESE CAUTIONARY STATEMENTS.
CAUTIONARY STATEMENT REGARDING CERTAIN NON-IFRS MEASURES
This MD&A contains certain financial and operational performance measures that are not recognized or defined under IFRS (“Non-IFRS Measures”). As there are no standardized methods of calculating these Non-IFRS Measures, the Company's approaches may differ from those used by others and this data may not be comparable to similar data presented by other Licensed Producers of cannabis and cannabis companies. For an explanation of these measures to related comparable financial information presented in the Financial Statements prepared in accordance with IFRS, refer to the discussion below.
The Company believes that these Non-IFRS Measures are useful indicators of operating performance and are specifically used by management to assess the financial and operating performance of the Company. These Non-IFRS Measures include, but are not limited to, the following:
•Adjusted gross margin is calculated by subtracting cost of sales, before the effects of: (i) unrealized gain on changes in fair value of biological assets; (ii) realized fair value on inventories sold and other inventory charges; (iii) provisions (recoveries) and impairment of inventories and biological assets; (iv) provisions to net realizable value; and (v) realized fair value on inventories sold from acquisitions. Adjusted gross margin percentage is calculated by dividing adjusted gross margin by net revenue. Adjusted gross margin is reconciled to the most directly comparable IFRS financial measure in the "Financial Results and Review of Operations" section of this MD&A.
Management believes that these measures provide useful information to assess the profitability of our operations as they represent the normalized gross margin generated from operations and exclude the effects of non-cash fair value adjustments on inventories and biological assets, which are required by IFRS. The most directly comparable measure to adjusted gross margin calculated in accordance with IFRS is gross margin before fair value adjustments.
•Adjusted EBITDA is calculated as net income (loss) excluding: financing costs, net of investment income; income tax expense (recovery); depreciation, amortization, reversal of/or impairment, normalization of depreciation add-back due to changes in depreciable assets resulting from impairment charges, (gain) loss on disposal of property, plant and equipment (per the consolidated statement of cash flows); share-based compensation (per the consolidated statement of cash flows); share of loss (gain) from investments in associates and impairment loss (recovery) from loans receivable; change in fair value of contingent consideration; change in fair value of derivative liabilities and other financial assets; expenditures incurred in connection with research and development activities (net of depreciation); unrealized gain on changes in fair value of biological assets; realized fair value on inventories sold and other inventory charges; provisions (recoveries) and net realizable value adjustments related to inventory and biological assets; government subsidies, insurance recoveries and other non-operating expenses (income); legal provisions (recoveries); incremental fair value component of inventories sold from acquisitions; ERP implementation costs; transaction costs; share issuance costs; and provision for Canndoc expected credit losses. Adjusted EBITDA is reconciled to the most directly comparable IFRS financial measure in the "Financial Results and Review of Operations" section of this MD&A.
During Q2 Fiscal 2024, Management changed the calculation of Adjusted EBITDA and has conformed prior quarters accordingly to include provision for expected credit losses.
Adjusted EBITDA is intended to provide a proxy for the Company’s operating cash flow and derives expectations of future financial performance for the Company, and excludes adjustments that are not reflective of current operating results. The most directly comparable measure to Adjusted EBITDA calculated in accordance with IFRS is net income (loss).
MANAGEMENT’S DISCUSSION AND ANALYSIS | FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2024 AND FEBRUARY 28, 2023 4
•FCF is a non-IFRS financial measure that deducts capital expenditures from net cash provided by or used in operating activities. The Company believes this to be a useful indicator of its ability to operate without reliance on additional borrowing or usage of existing cash. FCF is intended to provide additional information only and does not have any standardized definition under IFRS and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. FCF is not necessarily indicative of operating profit or cash flow from operations as determined under IFRS. Other companies may calculate this measure differently.
Non-IFRS Measures should be considered together with other data prepared in accordance with IFRS to enable investors to evaluate the Company’s operating results, underlying performance and prospects in a manner similar to the Company’s management. Accordingly, these Non-IFRS Measures are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS.
BUSINESS OVERVIEW
NATURE AND HISTORY OF THE COMPANY’S BUSINESS
The Company’s wholly-owned subsidiary Organigram Inc. is a LP of cannabis under the Cannabis Act.
The Company is authorized for wholesale shipping of cannabis plant cuttings, dried flower, blends, pre-rolls and cannabis derivative-based products to licensed retailers and wholesalers for adult-use recreational cannabis under the provincial and territorial regulations as per the Cannabis Act. The Company is also authorized to distribute cannabis for medical use. It currently distributes its medical products on Avicanna's MyMedi platform to medical patients across Canada.
The Company conducts its operations at its facilities located in Moncton, New Brunswick, Winnipeg, Manitoba and Lac-Supérieur, Québec. The Company has expanded its main facility in Moncton over time to create additional production capabilities by strategically acquiring land and buildings adjacent to the main facility (the “Moncton Campus”), which now has 115 grow rooms available for flowering with an approximate annual capacity of 85,000 kg of flower. The total capacity of the Moncton Campus will continue to fluctuate as the Company further refines its growing methods and room utilization.
In March 2021, the Company formed a Product Development Collaboration ("PDC") with BAT, a leading multi-category consumer goods business, and established a "Centre of Excellence" (the "CoE") to focus on the next generation of cannabis products across a range of cannabinoids and product formats. The CoE is located at the Moncton Campus, which holds the Health Canada licenses required to conduct research and development activities with cannabis products. Both companies contributed scientists, researchers, and product developers to the CoE, which is governed and supervised by a steering committee consisting of an equal number of senior members from both companies. Under the terms of the Product Development Collaboration agreement between the parties dated March 10, 2021, (the "PDC Agreement"), both Organigram and BAT have access to certain of each other’s IP and, subject to certain limitations, have the right to independently, globally commercialize the products, technologies and IP created by the CoE. In November 2023, the Company announced a $124.6 million follow-on strategic equity investment from BT DE Investments Inc., a wholly-owned subsidiary of BAT (the "Follow-on BAT Investment"). The first tranche of the Follow-on BAT Investment closed on January 23, 2024.
In April 2021, the Company expanded its manufacturing and production footprint with the acquisition of EIC, located in Winnipeg, Manitoba (the "Winnipeg Facility"). The Winnipeg Facility holds a research license and standard sale and processing license under the Cannabis Act. The acquisition enabled the Company to penetrate the edibles product category and gain expertise in the confectionary space. By leveraging its consumer product and marketing expertise, as of the end of Q2 Fiscal 2024 Organigram held the #2 share of the gummy category and the #1 position in the capsules category1.
The Company has additional cannabis production capacity at its facility located in Lac-Supérieur, Québec, acquired in December 2021 (the "Lac-Supérieur Facility"). The Lac-Supérieur Facility has a cultivation focus on artisanal craft flower and on the production of hash, a cannabis derivative. The Lac-Supérieur Facility provides the Company with a foothold in the important Québec market, and adds to the Company's premium product portfolio. The Lac-Supérieur Facility holds a standard processing and cultivation license under the Cannabis Act.
STRATEGY
Organigram’s strategy is to leverage its broad brand and product portfolio and culture of innovation to increase market share, drive profitability and grow into an industry leader that delivers long-term shareholder value.
The pillars of the Company’s strategy are:
1.Innovation;
2.Consumer Focus;
3.Efficiency; and
1 As of March 31, 2024 - Multiple sources (Hifyre, Weedcrawler, Provincial Board Data, Internal Modelling)
MANAGEMENT’S DISCUSSION AND ANALYSIS | FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2024 AND FEBRUARY 28, 2023 5
4.Market Expansion.
1. Innovation
Meeting the demands of a fast-growing industry with changing consumer preferences requires the ability to innovate and create breakthrough products that are embraced by the market and establish a long-term competitive advantage.
The Company is committed to maintaining a culture of innovation and has established a track record of introducing differentiated products that are able to quickly capture market share, specifically:
•SHRED: The first milled flower product blended to create curated flavour profiles;
•Edison Jolts: Canada’s first flavoured high-potency lozenge with 100 mg of tetrahydrocannabinol ("THC") per package. See the "March 2024" update in the "Key Developments During the Quarter and Subsequent to March 31, 2024" section of this MD&A (this product is no longer being commercialized in its 100mg THC format);
•Monjour Wellness gummies: A CBD-focused wellness brand available in a large format and providing multiple flavours in one package;
•SHRED X Rip-Strip hash: A botanical terpene-infused hash with 10 pre-cut strips available in a two gram format is the first of its kind in the Canadian cannabis industry;
•SHRED X Heavies: A line of ultra-high THC infused pre-rolls, infused with both diamonds and distillate. SHRED X Heavies is the first pre-roll offering from Organigram that has a potency of over 40% THC. The infusion of botanical terpenes further enhances the natural terpene profile of the cannabis blends;
•THCV gummies: Launched under Organigram's SHRED brand, delivering the first whole-flower derived tetrahydrocannabivarin ("THCV") products in the Canadian market. THCV offers consumers a differentiated experience compared to THC, with reports of appetite suppression and a more calm and focused experience;
•SHRED Dartz and Holy Mountain Holy Smokes tube-style pre-rolls: These pre-rolls deliver a consumer friendly and familiar format in a sleek and low-profile package;
•SHRED THCV milled flower: The first high THCV milled whole flower product in the Canadian market; and
•SHRED Rainbow Oz. Dartz: A box containing 7 different flavour packs of joints, for a total of 70 joints per package.
Consistent with its innovation culture, the Company launched the CoE as part of its PDC with BAT, a leading multi-category consumer goods business. The CoE focuses on research and development to develop the next generation of cannabis products, with an initial focus on cannabidiol ("CBD") that has since broadened to include other cannabinoids and novel product formats.
2. Consumer Focus
The Company seeks to address the changing needs of the adult cannabis consumer through its broad product portfolio with offerings in the most popular categories and price points. Based on ongoing consumer research, the portfolio is refreshed frequently with different flower strains, new package formats and new product introductions. The Company’s alignment with consumers is evidenced by its #3 market position2 at the end of Q2 Fiscal 2024, and category leadership:
•SHRED products have been introduced in multiple categories with the brand producing over $200 million in retail sales in the last 12 months2;
•Hash: since acquiring the Lac-Supérieur Facility, the Company has expanded Tremblant Hash distribution nationally and added new SKUs to its hash offering, including the innovative Rip-Strip Hash product. On March 31, 2024, the Company held the #1 market position in the hash category2;
•HOLY MOUNTAIN: offerings in the value sector consisting of unique flower strains, pressed hash, and tube-style pre-rolls;
•Edison Jolts: After being temporarily reintroduced to the market in Fiscal Q1 2024, Jolts achieved the #1 position in the capsules and edible extracts category in March, 20242. See the "March 2024" update in the "Key Developments During the Quarter and Subsequent to March 31, 2024" section of this MD&A (this product is no longer being commercialized in its 100mg THC format); and
•SHRED’ems gummies and Monjour soft chews: among the top-selling gummies in Canada. As of the end of Q2 Fiscal 2024, Organigram holds the #2 market position in the gummy category with Monjour being the best-selling CBD-only gummy2.
In addition to third-party and direct consumer research, the Company maintains close contact with consumers through an active social media presence.
3. Efficiency
From its inception, the Company has remained committed to being an efficient operator.
2 As of March 31, 2024 - Multiple sources (Hifyre, Weedcrawler, OCS wholesale sales and e-commerce orders shipped data, provincial boards data and internal sales data)
MANAGEMENT’S DISCUSSION AND ANALYSIS | FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2024 AND FEBRUARY 28, 2023 6
The Company’s primary growing facility in Moncton, New Brunswick, utilizes three-tier cultivation technology to maximize square footage. The facility has proprietary information technology in place to track all aspects of the cannabis cultivation and harvest process. The Company maintains a continuous improvement program designed to maximize harvest yield while reducing operating costs. This is complemented by the introduction of automation in post-harvest production, including high-speed pouch packing, pre-roll machines and automated excise stamping.
The Winnipeg Facility is highly automated and is able to efficiently handle both small-batch artisanal manufacture of edibles as well as large-scale nutraceutical-grade production. The Winnipeg Facility provides the Company with the ability to produce a wide range of high-quality edible products at attractive price points.
The Lac-Supérieur Facility houses a cultivation and derivatives processing facility. The Company has invested in the Lac-Supérieur Facility to increase cultivation capacity, processing and storage space, and deliver on additional automation.
Key efficiency milestones achieved in Q2 Fiscal 2024 include:
•Organigram experienced a 79% increase in flower produced containing more than 24% THC versus Q2 Fiscal 2023. 25% of harvested flower is now between 24-26% THC, and 25% is testing over 26% THC;
•First seed-based production room harvested with three more rooms planted and ramping up to hit 30% seed-based production by the end of calendar 2024;
•Implemented additional automation with a check weigher in both hash and pre-rolls production to reduce labour;
•Increased output of pectin gummies from 170,000 gummies per day to up to 300,000 gummies per day by optimizing the formulation and extending workings shifts. Organigram produced 4.2 million gummies in March 2024;
•Initiated program to achieve cannabinoids savings of 18% through in-line active dosing tanks in the gummy manufacturing line;
•Optimized and consolidated underutilized warehouses in Moncton and Winnipeg resulting in $0.3 million in savings;
•Shortened THC-to-CBN conversion time from 180 to 40 hours. CBN isolate production commenced with capacity of 20kg per month;
•Implemented in-house lab testing in Winnipeg to minimize waste on the gummy manufacturing line; and
•Second ultrasonic knife at Lac-Supérieur facility increased Rip-Strip production while reducing packaging labour costs by 33%.
4. Market Expansion
The Company is committed to expanding its market presence by adding to its product offerings and enhancing its geographical presence. This strategy is expected to be enabled by strategic merger and acquisition opportunities, and assessment of expansion into international markets.
Examples of market expansion include:
•The strategic acquisitions of (i) EIC which added a purpose-built, highly-automated, 51,000-square-foot cannabis edibles manufacturing facility, and (ii) Laurentian, whose Lac-Supérieur Facility added craft cultivation and hash to Organigram's product portfolio and increased the Company's presence in Québec;
•Shipments of bulk cannabis to Cannatrek Medical Pty Ltd. ("Cannatrek") and MedCan Australia Pty Ltd. ("MedCan") in Australia. In Fiscal 2023, the Company signed additional supply agreements with Sanity Group GmbH ("Sanity Group") to supply medical cannabis to the German market, and 4C Labs Ltd. ("4C LABS") to supply medical cannabis to the UK market. During Q2 Fiscal 2024, the Company completed its first shipments to Sanity Group and 4C LABS; and
•The strategic Follow-on BAT Investment and the creation of the "Jupiter" investment pool targeting international investment opportunities, with an initial investment in OBX.
MANAGEMENT’S DISCUSSION AND ANALYSIS | FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2024 AND FEBRUARY 28, 2023 7
KEY QUARTERLY FINANCIAL AND OPERATING RESULTS
Q2-2024 | Q2-2023 | CHANGE | % CHANGE | ||||||||||||||||||||
| Financial Results | |||||||||||||||||||||||
| Net revenue | $ | 37,628 | $ | 39,493 | $ | (1,865) | (5) | % | |||||||||||||||
| Cost of sales | $ | 26,366 | $ | 29,642 | $ | (3,276) | (11) | % | |||||||||||||||
Gross margin before fair value adjustments | $ | 11,262 | $ | 9,851 | $ | 1,411 | 14 | % | |||||||||||||||
Gross margin % before fair value adjustments(1) | 30 | % | 25 | % | 5 | % | |||||||||||||||||
Operating expenses | $ | 24,577 | $ | 20,645 | $ | 3,932 | 19 | % | |||||||||||||||
Other (income) expenses | $ | 12,128 | $ | (3,356) | $ | (15,484) | (461) | % | |||||||||||||||
Adjusted EBITDA(2) | $ | (1,045) | $ | 5,648 | $ | (6,693) | (119) | % | |||||||||||||||
Net loss | $ | (27,075) | $ | (7,488) | $ | 19,587 | 262 | % | |||||||||||||||
Net cash used in operating activities | $ | (13,217) | $ | (19,711) | $ | (6,494) | (33) | % | |||||||||||||||
Adjusted Gross Margin(2) | $ | 11,609 | $ | 13,372 | $ | (1,763) | (13) | % | |||||||||||||||
Adjusted Gross Margin %(2) | 31 | % | 34 | % | (3) | % | |||||||||||||||||
| Operating Results | |||||||||||||||||||||||
Kilograms harvested - dried flower | 20,962 | 20,624 | 338 | nm | |||||||||||||||||||
| Kilograms sold - dried flower | 16,811 | 14,235 | 2,576 | 18 | % | ||||||||||||||||||
Note 1: Equals gross margin before fair value adjustments (as reflected in the Interim Financial Statements) divided by net revenue.
Note 2: Gross Margin Before Fair Value Adjustments, Adjusted EBITDA, Adjusted Gross Margin and Adjusted Gross Margin % are non-IFRS measures. See "Cautionary Statement Regarding Certain Non-IFRS Measures" and "Financial Results and Review of Operations" in this MD&A.
REVENUE
For Q2 Fiscal 2024, the Company reported $37,628 in net revenue. Of this amount $33,118 (88%) was attributable to sales to the adult-use recreational cannabis market, $2,184 (6%) to the international market, $448 (1%) to the medical market and $1,878 (5%) to other revenues. Q2 Fiscal 2024 net revenue decreased 5%, or $1,865, from Q2 Fiscal 2023 net revenue of $39,493, primarily due to a decrease in international revenue of $8,574 and a decrease in medical revenue of $321, which was mostly offset by an increase of $5,703 in adult-use recreational cannabis revenue.
Sale of flower from all product categories in the recreational market comprised 51% of total net revenue in the quarter. The average net selling price ("ASP") of recreational flower decreased to $1.51 per gram in Q2 Fiscal 2024 as compared to $1.81 per gram for Q2 Fiscal 2023, as both the Company and the Canadian cannabis industry continued to experience general price compression in the adult-use recreational markets as the customer and product mix evolved to focus more on value offerings. Selling prices are prone to fluctuation and the Company is committed to refining its product mix as customer preferences evolve and it is revitalizing its Trailblazer brand and adding craft flower to its Laurentian brand, supplied by its Lac-Supérieur Facility.
The volume of flower sales in grams increased 18% to 16,811 kg in Q2 Fiscal 2024 compared to 14,235 kg in the prior year comparative quarter, primarily as a result of success of the Company's products in large format value products.
COST OF SALES
Cost of sales for the three months ended March 31, 2024 decreased to $26,366 compared to $29,642 in Q2 Fiscal 2023, primarily due to higher inventory provisions in Q2 Fiscal 2023. Included in Q2 Fiscal 2024 cost of sales are $347 of inventory provisions for unsaleable inventories. The prior fiscal year's comparative quarter had inventory provisions adjustments of $3,521.
GROSS MARGIN BEFORE FAIR VALUE ADJUSTMENTS AND ADJUSTED GROSS MARGIN
The Company realized gross margin before fair value adjustments for the three months ended March 31, 2024 of $11,262, or 30% as a percentage of net revenue, compared to $9,851, or 25%, in the prior year comparative period. The increase in gross margin before fair value adjustments as a percentage of net revenue is primarily due to lower inventory provisions and net realizable value adjustments.
Adjusted gross margin3 for the three months ended March 31, 2024 was $11,609, or 31% as a percentage of net revenue, compared to $13,372, or 34%, in the prior year comparable quarter. The decline is attributable to lower international revenue and the restriction of sale imposed by Health Canada on Edison Jolts described in the "Key Developments During the Quarter and Subsequen
3 Adjusted gross margin is a non-IFRS financial measure. See the cautionary statement regarding non-IFRS financial measures in the "Introduction" section of this MD&A and the discussion under the heading "Adjusted EBITDA" and the reconciliation to IFRS measures in the "Financial Results and Review of Operations" section of this MD&A.
MANAGEMENT’S DISCUSSION AND ANALYSIS | FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2024 AND FEBRUARY 28, 2023 8
t to March 31, 2024" section of this MD&A. Please refer to the “Financial Results and Review of Operations” section of this MD&A for a reconciliation of adjusted gross margin to net revenue.
OPERATING EXPENSES
Q2-2024 | Q2-2023 | CHANGE | % CHANGE | ||||||||||||||||||||
| General and administrative | $ | 14,759 | $ | 11,737 | $ | 3,022 | 26 | % | |||||||||||||||
| Sales and marketing | 5,403 | 4,334 | 1,069 | 25 | % | ||||||||||||||||||
| Research & development | 2,606 | 3,348 | (742) | (22) | % | ||||||||||||||||||
| Share-based compensation | 1,809 | 1,226 | 583 | 48 | % | ||||||||||||||||||
| Total operating expenses | $ | 24,577 | $ | 20,645 | $ | 3,932 | 19 | % | |||||||||||||||
GENERAL AND ADMINISTRATIVE
General and administrative expenses of $14,759 increased from the prior year's comparison quarter of $11,737, primarily due to higher provisions for expected credit losses of $4,239 in Q2 Fiscal 2024, related to an outstanding receivable from our Israeli partner Canndoc Ltd. The Company is continuing its efforts to collect this amount. This was partially offset by a decrease in technology costs including implementation expenses for a new ERP system.
SALES AND MARKETING
Sales and marketing expenses of $5,403 increased from the prior year's comparative quarter of $4,334, primarily due to higher trade investment as a result of a more competitive retail landscape in the current period.
RESEARCH AND DEVELOPMENT
Research and development costs of $2,606 decreased from the prior year's comparative quarter of $3,348, as the Company had incremental activity under the PDC Agreement and for other internal product innovation projects in prior year's comparative quarter.
SHARE-BASED COMPENSATION
Share-based compensation expense of $1,809 increased from the prior year's comparative quarter of $1,226, primarily due to an employee equity awards granted during the last two quarters to retain talent.
OTHER (INCOME) / EXPENSES
Q2-2024 | Q2-2023 | CHANGE | % CHANGE | ||||||||||||||||||||
| Financing costs | $ | 65 | $ | 63 | $ | 2 | 3 | % | |||||||||||||||
Investment income | (715) | (1,114) | (399) | (36) | % | ||||||||||||||||||
Share of loss from investments in associates | 112 | 296 | (184) | (62) | % | ||||||||||||||||||
| Loss (gain) on disposal of property, plant and equipment | 50 | (69) | (119) | (172) | % | ||||||||||||||||||
| Change in fair value of contingent consideration | — | (24) | (24) | (100) | % | ||||||||||||||||||
| Change in fair value of derivative liabilities and other financial assets | 12,529 | (2,433) | (14,962) | (615) | % | ||||||||||||||||||
| Legal recovery | — | (75) | (75) | (100) | % | ||||||||||||||||||
| Other non-operating expenses | 87 | — | 87 | 100 | % | ||||||||||||||||||
| Total other (income)/expenses | $ | 12,128 | $ | (3,356) | $ | (15,484) | (461) | % | |||||||||||||||
INVESTMENT INCOME
Investment income of $715 decreased from the prior year's comparison quarter of $1,114, primarily due to lower cash balance in the current period compared to the prior year comparative period.
DERIVATIVE LIABILITIES
Derivative liabilities was a loss of $12,529 during Q2 Fiscal 2024 compared to a gain of $2,433 in Q2 Fiscal 2023. Due to the amended and restated IRA between the Company and BAT, the Company recorded an increase of $713 in estimated fair value of certain top-up rights (the "Top-up Rights") granted to BAT during Q2 Fiscal 2024. Additionally, during Q2 Fiscal 2024, in relation to the Follow-on BAT Investment, the Company recorded a fair value loss of $11,887. See "Fair Value Measurements - Top-up Rights and Non-voting Class A preferred shares" section in this MD&A. The comparative period change in estimated fair value of derivative liabilities of $2,433 was primarily related to derivative warrant liabilities. The warrants expired on November 12, 2023.
MANAGEMENT’S DISCUSSION AND ANALYSIS | FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2024 AND FEBRUARY 28, 2023 9
ADJUSTED EBITDA
Adjusted EBITDA4 was negative of $1,045 in Q2 Fiscal 2024 compared to positive Adjusted EBITDA of $5,648 in Q2 Fiscal 2023. The $10,932 decrease in Adjusted EBITDA from the comparative period is primarily attributable to lower net flower revenue and the decrease in adjusted gross margins5. Please refer to the “Financial Results and Review of Operations” section of this MD&A for a reconciliation of Adjusted EBITDA to net loss.
NET LOSS
The net loss was $27,075 in Q2 Fiscal 2024 compared to a net loss of $7,488 in Q2 Fiscal 2023. The increase in net loss from the comparative period is primarily due to decrease in unrealized gain on changes in the fair value of biological assets and change in fair value of derivative liabilities.
KEY DEVELOPMENTS DURING THE QUARTER AND SUBSEQUENT TO MARCH 31, 2024
In January, 2024, the Company announced the results of its annual and special meeting of shareholders, including shareholder approval of the previously announced $124.6 million Follow-on BAT Investment. At the annual general and special meeting the Company also announced the appointment of Karina Gehring to the Organigram Board of Directors, one of the two nominees designated by BAT. Bringing over 25 years of experience in marketing and trade at BAT, Mrs. Gehring is a seasoned executive proficient in commercial delivery, brand management, strategy, consumer insights and key account management.
In January, 2024, the Company closed the first tranche of the Follow-on BAT Investment, issuing 12,893,175 Common Shares at a price of $3.2203 per Common Share for gross proceeds of $41,519,891.
In January, 2024, the Company completed its first shipment of bulk dried flower to the medical division of German cannabis company, Sanity Group, a health and sciences organization dedicated to the medical applications of cannabinoids, extending the Company's international reach.
In March 2024, Health Canada issued a final redetermination (the "Redetermination") on the classification of the Company's Edison Jolts products (the "Products"), again classifying them as "edible cannabis" rather than as a "cannabis extract". The Redetermination was a continuation of the judicial review process pursuant to which the Company challenged Health Canada's initial decision in March 2023 that the Products were improperly classified as a cannabis extract rather than as edible cannabis under the Cannabis Regulations. The Company was in dialogue with Health Canada about its preliminary redetermination. The Company temporarily resumed production and sale of the Products in their current format up until the Redetermination, and worked with Health Canada on timing to sell through remaining inventory to provincial distributors by the end of April 2024.
In March 2024, the Company announced a US $2 million minority investment in OBX in the form of a convertible note. The investment marked Organigram's second investment in a US-based company operating in the legal hemp industry, and the inaugural Jupiter investment. OBX specializes in legal cannabinoid ingredient production and serves as a one-stop formulation and finished goods manufacturer, simplifying its clients’ supply chains. The investment in OBX provides a further footprint in the U.S, which was a strategic priority set out in the Jupiter investment strategy. OBX is nearing completion of its European Union Good Manufacturing Practices certification ("EU GMP"), which will create further international collaboration opportunities between OBX and Organigram.
In April 2024, Organigram successfully closed an underwritten public offering (the "Offering") for gross proceeds of $28.8 million, including an over-allotment, which it initially announced on March 27, 2024. The Company sold 8,901,000 Units (as defined below) at a price of $3.23 per Unit, which included 1,161,000 Units sold pursuant to the exercise in full of the underwriters’ over-allotment option. Each Unit is comprised of one common share of the Company (a “Common Share”) and one-half of one Common Share purchase warrant (each full common share purchase warrant, a “Warrant”)(collectively, a "Unit"). Each Warrant is exercisable to acquire one Common Share (a “Warrant Share”) for a period of four years following the closing date of the Offering at an exercise price of $3.65 per Warrant Share, subject to adjustment in certain events. ATB Securities Inc. and A.G.P. Canada Investments ULC acted as the underwriters for the Offering.
In April 2024, the Company announced that its popular SHRED brand surpassed $200 million in annual retail sales6. SHRED revolutionized the cannabis industry in September 2020 when it launched as the first brand to offer high-quality, convenient, milled flower in three bold flavour territories, produced using only high-quality whole flower. By being the first to market with this innovation, SHRED swiftly captured the attention of consumers seeking convenience, quality, flavour and value. From there, the brand exp
4 Adjusted EBITDA is a Non-IFRS Measure. See "Cautionary Statement Regarding Certain Non-IFRS Measures" in this MD&A, and the discussion under the heading “Adjusted EBITDA” and the reconciliation to IFRS measures in the "Financial Results and Review of Operations" section of this MD&A.
5 Adjusted gross margin is a Non-IFRS Measure. See "Cautionary Statement Regarding Certain Non-IFRS Measures" in this MD&A.
6 As of March 31, 2024 - Multiple sources (Hifyre, Weedcrawler, Provincial Board Data, Internal Modelling)
MANAGEMENT’S DISCUSSION AND ANALYSIS | FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2024 AND FEBRUARY 28, 2023 10
anded to include other popular as well as innovative product categories such as pre-rolls, infused pre-rolls, gummies, and hash, with its patent-pending, award winning and patent-pending Rip-Strip hash.
In April 2024, the Company was recognized in the 2024 Report on Business ‘Women Lead Here’ list for gender diversity. Fifty percent of the Company’s executive leadership team, including its Chief Executive Officer ("CEO"), are women. The Women Lead Here benchmark was established in 2020 and applies a proprietary research methodology to provide an overview of the largest Canadian corporations with the highest degree of gender diversity among executive ranks. The ranked companies have made tangible and organizational progress related to executive gender parity.
OPERATIONS AND PRODUCTION
Moncton Cultivation Campus
At the Moncton Campus, the Company continues to make progress on its ongoing improvement program. This includes implementation of various new initiatives which have resulted in an increase in average THC potency. The Company has also identified additional changes to its growing and harvesting methodologies that should assist the operating conditions of the Moncton Campus, resulting in higher quality flower and a reduction in production costs. The total capacity of the Moncton Campus will continue to fluctuate as the Company further refines its growing methods and room utilization.
In Fiscal 2023, the Company continued to invest in driving operational efficiencies through automation and internalizing certain post-harvest processes including commissioning a new automated packaging line for SHRED milled products, internalizing THC testing, internalizing remediation, and commissioning new drying machines. These initiatives reduced headcount and significantly reduced costs while increasing time savings. The Company had realized a portion of these savings beginning in Q2 Fiscal 2023. Further, Organigram anticipates realizing approximately $10 million in annual savings from these initiatives in Fiscal 2024. The Company realized approximately $2.3 million in savings in Q1 Fiscal 2024 and approximately $2.4 million in Q2 Fiscal 2024 related to the aforementioned initiatives.
The Company harvested 20,962 kg of dried flower during Q2 Fiscal 2024 compared to 20,624 kg of dried flower in Q2 Fiscal 2023.
Moncton Derivatives Facility
Contained in the 56,000 square foot expansion referred to as Phase 5 of the Moncton Campus is the Company's derivatives facility ("Phase 5"). Phase 5 includes Supercritical CO2, dry sift and cold water extraction laboratories, as well as in-house formulation and finishing of ingestibles, extracts, vape oils and concentrates, in addition to high speed cart filling, bottling and automated packaging.
Winnipeg Facility
The Company has a purpose-built, highly automated, 51,000 square-foot manufacturing facility in Winnipeg, Manitoba. The Winnipeg Facility has been designed to handle both smaller-batch artisanal manufacturing as well as large-scale nutraceutical-grade high-efficiency manufacturing, and to produce highly customizable, precise, and scalable cannabis-infused products in various formats and dosages including pectin, gelatin, sugar-free soft chews (gummies) and lozenges with novel capabilities such as infusions, striping and the possibility of using fruit purees. Automation and efficiency investments in the Winnipeg Facility have resulted in an increase in production. The Winnipeg Facility is capable of producing over 4 million gummies on a monthly basis. In April 2024, nano-emulsion manufacturing equipment was delivered to the facility. Organigram is aiming to launch nano-emulsion gummies in the fall of 2024.
Lac-Supérieur Concentrates and Craft Flower Facility
The Lac-Supérieur Facility had 6,800 square feet of cultivation area, which was expanded to 33,000 square feet in the fourth quarter of Fiscal 2023. The Lac-Supérieur Facility in Quebec is equipped to produce 2,400 kilograms of flower and over 2 million packaged units of hash annually. The production of SHRED X Rip Strip Hash started in February 2023 using proprietary technology with a capacity of 150 units per minute. Organigram has begun growing craft quality, small batch flower and completed its first craft harvest in December 2023.
CANADIAN ADULT-USE RECREATIONAL CANNABIS MARKET
Organigram continues to increase its focus on generating meaningful consumer insights and applying these insights to the ongoing optimization of its brand and product portfolio with the goal of ensuring that they are geared towards meeting consumer preferences. The Company has aggressively and successfully revitalized its product portfolio to meet rapidly evolving consumer preferences and through its increased focus on insights, has continued its expansion of brands and products aimed at driving continued momentum in the marketplace.
MANAGEMENT’S DISCUSSION AND ANALYSIS | FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2024 AND FEBRUARY 28, 2023 11
DRIED FLOWER AND PRE-ROLLS
Dried flower and pre-rolls remain the first and second largest product categories, respectively, in the Canadian adult-use recreational cannabis market5 and the Company believes that these categories will continue to dominate based on the market data from mature legal markets in certain U.S. states as well as regulatory restrictions on other form factors (e.g. the 10 mg per package THC limit in the edibles category). While the Company expects consumer preferences will slowly evolve away from THC content and price being the key purchase drivers, today they appear to be the most important attributes to consumers for flower products. Over time, the Company expects that genetic diversity and other quality related attributes such as terpene profile, bud density, the presence of minor cannabinoids, and aroma, will become increasingly important to consumers. While the Company’s efforts are focused on delivering on consumer expectations today, it is concurrently planning for the eventual evolution towards a more nuanced approach to cannabis appreciation through its ongoing work in genetic breeding, pheno-hunting, and transitioning a portion of production to seed-based cultivation, with the goal of offering a unique, consistent, and relevant assortment to consumers. Additionally, the strategic acquisition of Laurentian in December 2021 allows the Company the opportunity to participate in the growing craft cannabis segment, through its craft facility located in the province of Québec.
The Company's portfolio of brands continues to show strong momentum within the flower segment in Canada and as of March 31, 2024, Organigram holds the #3 share in the flower category7. The growth and significant contribution of dried flower value segment brands, however, have contributed to overall margin pressure for Organigram and many of its peers over the last number of quarters. To counteract this phenomenon, Organigram has revitalized its Trailblazer brand and is adding craft flower to its Laurentian brand, supplied by its Lac-Supérieur Facility. To address the growing demand for strain differentiation in the value segment, the Company expanded the strains available in its Big Bag O' Buds and Holy Mountain brands. Organigram is also a leader in infused and regular pre-rolls. As of March 31, 2024, the Company held the #2 market position in infused pre-rolls and the #3 market position in all pre-rolls8.
CANNABIS DERIVATIVES
While dried flower and pre-rolls are currently the largest categories in Canada, derivative cannabis products, including vapes, concentrates and edibles, are projected to continue to increase in market share over the next several years at the expense of dried flower.
Organigram is committed to these growing categories. The strategic acquisition of the Winnipeg Facility has enabled the Company to produce high quality, ingestible products such as soft chews (gummies), at scale, positioning the Company to effectively compete in this segment. The acquisition of the Lac-Supérieur Facility provided the Company with the ability to produce high-quality products in the growing hash segment. Since the Lac-Supérieur Facility acquisition, the Company has leveraged its industry-leading national distribution and field sales network to accelerate the distribution and sale of Tremblant Cannabis, its flagship hash brand, to all provinces in Canada. As of March 31, 2024, Organigram continues to hold #1 market share in the hash category8.
In Q2 Fiscal 2024, Organigram achieved the number #2 position in the gummy category between its SHRED'ems and Monjour brands8. The Company currently has 14 SKUs in market under its SHRED'ems brand. In August 2023, the Company launched an additional flavour containing THCV.
Monjour, Organigram's wellness brand, currently has nine SKUs in market, seven of which do not contain THC and are focused on CBD and other minor cannabinoids. The large format and assorted flavours proved to be disruptive to the sector and in Q2 Fiscal 2024, Monjour's Berry Good Day CBD gummy was in the top five of gummies sold in Canada and the leading pure CBD-infused gummy8. As of March 31, 2024, Organigram held over 51% market share in pure CBD gummies8. The Monjour product line has been further expanded with gummies that contain minor cannabinoids in addition to CBD. The CBN Bedtime Blueberry Lemon gummies combine the cannabinoid cannabidiol ("CBN") with CBD and THC, and the Twilight Tranquility gummies combine CBD, CBN and the cannabinoid cannabigerol ("CBG").
Edison Jolts high potency THC lozenges (although no longer being commercialized in their 100mg THC format) contain proprietary patented IP and combine the benefits of sublingual oil with the convenience and portability of soft gels. Jolts held the #1 position in net sales in the capsules and edible extracts category in March, 20248. See the "March 2024" update in the "Key Developments During the Quarter and Subsequent to March 31, 2024" section of this MD&A.
Organigram continues to focus on building market share within the vape category through unique formulations, premium hardware, and high-quality inputs. The Company currently has seven SKUs under the SHRED brand in the popular 510 cartridge format, two under Holy Mountain, one under the Edison brand. In March 2023, Organigram announced a product purchase agreement with Greentank that it expects will accelerate its performance in the vape category. The agreement provides the Company with an exclusivity period in Canada for new technology incorporated into vape cartridges, including the development of
7 As of March 31, 2024 - Multiple sources (Hifyre, Weedcrawler, Provincial Board Data, Internal Modelling)
8 As of March 31, 2024 - Multiple sources (Hifyre, Weedcrawler, Provincial Board Data, Internal Modelling)
MANAGEMENT’S DISCUSSION AND ANALYSIS | FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2024 AND FEBRUARY 28, 2023 12
a custom all-in-one device that will be proprietary to Organigram. After an initial test launch in Q2 Fiscal 2024, the Company elected to further refine its Greentank cartridges prior to a full market launch. As such, Organigram expects the exclusivity period to commence on re-launch and is working with Greentank to amend the agreement accordingly.
RESEARCH AND PRODUCT DEVELOPMENT
The Company’s management believes the cannabis industry is still in the nascent stages of product development and that product innovation backed by core fundamental research and development is necessary to establish a long-term competitive advantage in the industry. Research and development and innovation remain a hallmark of Organigram's strategy. The Company has made several investments in the past and anticipates it will continue and strengthen the Company's focus in this area. These efforts are expected to allow Organigram to continue to position itself to be at the forefront of launching new, innovative, differentiated products and formulations that appeal to adult consumers.
BAT Product Development Collaboration and Centre of Excellence
The Company announced the successful launch of the CoE pursuant to the PDC Agreement with BAT in the fiscal year 2021. The CoE was established to focus on research and product development activities for the next generation of cannabis products, as well as fundamental cannabinoid science.
Under the PDC Agreement, both Organigram and BAT have access to certain of each other’s IP and have the right to independently and globally commercialize the products, technologies, and IP created. Costs relating to the CoE are being funded equally by Organigram and BAT. Approximately $31 million of BAT’s initial investment in Organigram has been reserved for Organigram’s portion of its funding obligations.
The CoE development and scientific process is supporting discovery and development efforts on novel vapour ingredients and substrates, and will guide the optimization of the existing traditional extract and distillate ingredients. Extensive evaluation of novel vape formulation aerosols versus existing inhalation products in the category has been completed. The supporting scientific data also provides an industry leading vapour data set that will serve as part of a foundation for future development activities, including consumer safety, product quality and performance. The CoE's state-of-the-art biological experiment laboratory ("BioLab") has been operational since June 2022. It is expected that the work being undertaken, including development of genetic toolboxes for research of key cannabis traits, will accelerate R&D activities and has already been used to support several plant science discoveries that will eventually benefit Organigram’s existing own plant portfolio and long-term growing strategies.
With all of the state of the art facilities complete, both the PDC and the Organigram commercial business are seeing significant benefits both from a scientific development standpoint and in terms of revenue driving commercial capability. The in-house extraction laboratory capabilities have resulted in imminent commercialization of high potency THCV extract derived from exclusive whole plant THCV flower, followed by THCV isolate.
Via the R&D lab and the GPP (Good Production Practices, as prescribed by Part 5 of the Cannabis regulations) pilot scale production, Organigram has been able to test and learn about the inclusion of several minor cannabinoids, which has allowed it to expand into more complex minor cannabinoid stacks across several brand portfolios in the Company's high speed, high throughput Winnipeg Facility. The focus in all facilities has been rapid transfer from R&D to commercial process to allow Organigram to fine tune manufacturing operations in real time.
The PDC is in late stage development of a suite of emulsions, novel vapour formulations, flavour innovations, and packaging solutions which are planned to be used alone, and in combination across the Organigram portfolio of products.
The broad focus has been the development of improved cannabinoid delivery, rapid and predictable onset and products that target and satisfy a range of mood states. For improved ingestible innovations, Organigram has completed pharmacokinetic studies after completing initial research and development, so that the Company can quantify and substantiate the benefit of these innovations in a clinical setting. Moving to clinical studies has been a key and significant milestone in the development journey, and is expected by management to provide a broad and robust dataset validating our development so far, allowing Organigram to complete a number of work streams.
Organigram is aiming to pilot nano-emulsification technology beginning with gummies and will be leading with an easy to understand and consumer relevant functional claim relating to onset that the Company believes will be novel and informative. The manufacturing trials of this nano-emulsion-based gummy are already complete at the Winnipeg Facility. Equipment for the manufacturing of nano-emulsion gummies at scale was delivered to the Company's Winnipeg Facility in April, 2024.
The BioLab is continuing the development of genetic toolboxes for research of key cannabis traits, which will accelerate R&D activities and has already been used to support several plant science discoveries that will eventually benefit Organigram’s existing plant portfolio and long-term growing strategies. Immediate discovery has yielded early stage gender typing capability and the
MANAGEMENT’S DISCUSSION AND ANALYSIS | FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2024 AND FEBRUARY 28, 2023 13
Company is moving towards identification of disease markers in the cannabis plant with the goal of helping accelerate rapid screening programs and continue optimizing the quality and viability of Organigram flower.
Plant Science, Breeding and Genomics Research and Development in Moncton
Organigram’s cultivation program, a key strategic advantage for the Company, has continued its expansion with the addition of a dedicated cultivation R&D space. The new space has accelerated rapid assessment and screening, delivering 20 to 30 unique cultivars every two months while freeing up rooms for commercial grow operations. The plant science team continues to move the garden towards unique, high terpene and high THC, in-house grown cultivars, while also leveraging the BioLab for ongoing plant science innovation focusing on quality, potency and disease-resistance marker discovery to enrich the future flower pipeline. This activity is supported further by the wide-ranging technical collaboration being undertaken as part of Organigram's strategic investment in Phylos in Q3 Fiscal 2023.
OUTLOOK
The Company's outlook remains positive on the cannabis market both in Canada and internationally. Canada-wide recreational retail sales for the industry are expected to total $6.8 billion in the 2027 fiscal year9.
The cannabis industry in Canada is highly competitive and has been oversupplied versus the current market demand considering both regulated LPs and the still largely unfettered operations of the illicit market including many online delivery platforms. Consumer trends and preferences continue to evolve, including strong demand in the large format value segment, a desire for higher THC potency particularly in dried flower, as well as a penchant for newness, including new genetic strains and novel ready to consume products. Organigram continues to revitalize its product portfolio to address these changing consumer trends and preferences with the view of growing sales and capturing market share. The Company has also seen supply and demand dynamics brought into a more equilibrated state as many LPs have shuttered surplus cultivation capacity, including as a direct result of M&A and liquidation activities.
Against the backdrop of strong industry growth, Organigram has identified a trend of inflated THC potency values being labeled on flower products. As Health Canada regulations limit consumers' ability to obtain fulsome information about various product attributes from LPs, they are most often making purchase decisions based on price and potency alone. Organigram's research indicates that 67% of consumers trust the potency listed on their cannabis label. It is Organigram's view that labelled potency should come from representative samples tested at regulated laboratories.
In January 2024, the Ontario Cannabis Store ("OCS") launched the temporary program of secondary testing of what it deems to be high-THC flower products to verify the accuracy of potency claims on labels. Products whose potencies fall outside an acceptable range of variance are subject to further scrutiny, including a potential return-to-vendor for re-labelling. This initiative by OCS, the largest provincial government purchaser of cannabis in Canada, signals the seriousness of inflated THC potency, and affirms the Company's stance on the issue.
Opportunities to scale up new genetics require a patient and deliberate process where cultivation protocols are trialed for each strain and adjusted through multiple growth cycles before full roll-out to multiple rooms in the facility. Organigram’s commitment to invest in new genetics continues, and the Company expects to launch new high THC and high terpene genetics in the near term.
In addition to traditional dried flower and pre-roll offerings, Organigram expects to be in a position to generate more revenue growth from the production of gummies with the specialized equipment at the Winnipeg Facility, with the inclusion of novel minor cannabinoids like THCV.
The Company expects to continue its trend of increasing margins and achieving positive Adjusted EBITDA10. The margin rate is impacted by many factors including: the cost of production; flower yields; domestic versus international sales; and product mix by category and brand. The margin rate is also impacted by overall sales and production levels, as during periods of lower sales and/or production, the fixed operational costs will negatively impact the margin rate for all product categories.
Organigram has identified the following sales mix opportunities which it believes have the potential to improve adjusted gross margins over time:
•Increased sales from the Company's higher-margin ready-to-consume products, such as edibles and tube-style pre-rolls;
•The larger volume of higher margin sales expected from premium flower produced in Moncton and craft flower produced at the Company's Lac-Supérieur Facility; and
•Continued focus on increasing market share in Western Canada to optimize the Company's provincial mix.
9 BDSA Canada Market Forecast, March 2024
10 Adjusted EBITDA is a Non-IFRS Measure. See "Cautionary Statement Regarding Certain Non-IFRS Measures" and "Financial Results and Review of Operations" in this MD&A.
MANAGEMENT’S DISCUSSION AND ANALYSIS | FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2024 AND FEBRUARY 28, 2023 14
Outside of Canada, the Company serves international markets from Canada via exports and seeks to augment sales channels internationally over time in other markets. On January 31, 2024, Organigram announced the completion of its first flower shipment to Germany. In Q2 Fiscal 2024, Organigram also completed its first flower shipment to 4C LABS for UK distribution. The Company continues to monitor regulatory developments in other jurisdictions.
Organigram submitted its EU GMP certification application for its Moncton Campus in Q1 Fiscal 2024 and expects to enter into an audit phase in Fiscal 2024. A preliminary audit of the facility was completed in February 2024 enabling it to proceed to the next step in the process of securing an audit date with the EU regulatory authority. The Company currently anticipates an official audit to commence in summer of 2024.
Future international shipments are also contingent upon the timing and receipt of regulatory approval from Health Canada, including obtaining an export permit, as well as timing and receipt of regulatory approval from the purchaser's regulatory authority, including obtaining an import permit.
In January 2024, the Israeli government issued a notification naming Canadian cannabis companies, including Organigram, indicating the launch of an "anti-dumping" investigation in respect of Canadian cannabis exports to Israel (the "Anti-Dumping Investigation"). Participation in the Anti-Dumping Investigation is voluntary. In March 2024, Organigram submitted a voluntary response to the Israeli government with corresponding data demonstrating that Organigram has not engaged in the practice of "dumping". A finding of "dumping" under international trade law could result in the imposition of a dumping duty on Israeli importers of Canadian cannabis exports by companies whose pricing practices are determined to violate anti-dumping laws. See "Risk Factors" in this MD&A.
International expansion initiatives are expected to be supported in Fiscal 2024 and beyond by the follow-on BAT Investment. Approximately $83 million of the BAT investment is earmarked toward "Jupiter", a strategic investment pool targeting emerging growth opportunities, which positions the Company to expand into the U.S. and further international markets at the appropriate time and subject to applicable laws. The Company completed its inaugural investment using funds from the Jupiter pool by investing into US-based OBX on March 26, 2024.
Without limiting the generality of risk factors disclosed in the “Risk Factors” section of this MD&A and in the "Risk Factors" section of the Company's current AIF, the expectations concerning revenue, adjusted gross margin11 and SG&A (comprised of general and administrative and selling and marketing expense) are based on the following general assumptions: consistency of revenue experience with indications of performance to date, consistency of ordering and return patterns or other factors with prior periods, and no material change in legal regulation, market factors or general economic conditions. The Company disclaims any obligation to update any of the forward looking information except as required by applicable law. See "Cautionary Statement Regarding Forward-Looking Information".
11Adjusted gross margin is a Non-IFRS Measure. See "Cautionary Statement Regarding Certain Non-IFRS Measures" and "Financial Results and Review of Operations" in this MD&A.
MANAGEMENT’S DISCUSSION AND ANALYSIS | FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2024 AND FEBRUARY 28, 2023 15
FINANCIAL RESULTS AND REVIEW OF OPERATIONS
CAUTIONARY NOTE REGARDING NON-IFRS FINANCIAL MEASURES
The Company uses certain Non-IFRS Measures such as Adjusted EBITDA and adjusted gross margin in its MD&A and other public documents, which are not measures calculated in accordance with IFRS and have limitations as analytical tools. These performance measures have no prescribed meaning under IFRS, and therefore, amounts presented may not be comparable to similar data presented by other companies. The data is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance such as net income or other data prepared in accordance with IFRS. See the "Cautionary Statement Regarding Certain Non-IFRS Measures" section in this MD&A, and the following discussion.
FINANCIAL HIGHLIGHTS
Below is the period-over-period analysis of the changes that occurred between the six months ended March 31, 2024 and February 28, 2023. Commentary is provided in the pages that follow.
| 2024 | 2023 | $ CHANGE | % CHANGE | ||||||||||||||||||||
| Financial Results | |||||||||||||||||||||||
| Gross revenue | $ | 113,695 | $ | 113,780 | $ | (85) | — | % | |||||||||||||||
| Net revenue | $ | 74,083 | $ | 82,814 | $ | (8,731) | (11) | % | |||||||||||||||
| Cost of sales | $ | 53,310 | $ | 61,263 | $ | (7,953) | (13) | % | |||||||||||||||
| Gross margin before fair value adjustments | $ | 20,773 | $ | 21,551 | $ | (778) | (4) | % | |||||||||||||||
| Gross margin % before fair value adjustments | 28 | % | 26 | % | 2 | % | |||||||||||||||||
| Realized fair value on inventories sold and other inventory charges | $ | (22,985) | $ | (26,698) | $ | (3,713) | (14) | % | |||||||||||||||
| Unrealized gain on changes in fair value of biological assets | $ | 18,512 | $ | 38,835 | $ | (20,323) | (52) | % | |||||||||||||||
| Gross margin | $ | 16,300 | $ | 33,688 | $ | (17,388) | (52) | % | |||||||||||||||
| Operating expenses | $ | 47,206 | $ | 40,473 | $ | 6,733 | 17 | % | |||||||||||||||
Loss from operations | $ | (30,906) | $ | (6,785) | $ | 24,121 | nm | ||||||||||||||||
| Other (income) expenses | $ | 11,949 | $ | (4,395) | $ | (16,344) | (372) | % | |||||||||||||||
| Income tax expense | $ | (30) | $ | (231) | $ | 201 | (87) | % | |||||||||||||||
| Net Loss | $ | (42,825) | $ | (2,159) | $ | 40,666 | nm | ||||||||||||||||
Net Loss per common share, basic 12 | $ | (0.497) | $ | (0.028) | $ | 0.469 | nm | ||||||||||||||||
Net Loss per common share, diluted13 | $ | (0.497) | $ | (0.028) | $ | 0.469 | nm | ||||||||||||||||
Net cash used in operating activities | $ | (1,291) | $ | (16,246) | $ | 14,955 | (92) | % | |||||||||||||||
Adjusted Gross Margin(1) | $ | 22,805 | $ | 26,201 | $ | (3,396) | (13) | % | |||||||||||||||
Adjusted Gross Margin %(1) | 31 | % | 32 | % | (1) | % | |||||||||||||||||
Adjusted EBITDA(1) | $ | (909) | $ | 5,648 | $ | (6,557) | (116) | % | |||||||||||||||
| Financial Position | |||||||||||||||||||||||
| Working capital | $ | 138,228 | $ | 172,623 | $ | (34,395) | (20) | % | |||||||||||||||
| Inventory and biological assets | $ | 83,264 | $ | 88,654 | $ | (5,390) | (6) | % | |||||||||||||||
| Total assets | $ | 331,778 | $ | 551,739 | $ | (219,961) | (40) | % | |||||||||||||||
Non-current financial liabilities(2) | $ | 3,177 | $ | 3,240 | $ | (63) | (2) | % | |||||||||||||||
Note (1): Non-IFRS Measures that have been defined and reconciled within their respective subsections in this section of the MD&A.
Note (2): Non-current financial liabilities excludes non-monetary balances related to contingent share consideration and derivative liabilities.
NET REVENUE
Net revenue for the Company is defined as gross revenue, net of customer fees, discounts, rebates, and sales returns and recoveries, less excise taxes. Revenue consists primarily of dried flower and cannabis derivative products sold to the adult-use recreational cannabis, medical cannabis, wholesale, and international cannabis marketplaces.
For the six months ended March 31, 2024, the Company recorded a decrease of 11% in net revenues to $74,083 from $82,814 for the six months ended February 28, 2023. Net revenue decreased on a period-over-period basis primarily due to decrease in
12 The Company implemented a consolidation of its common shares in July 2023 and and as a result, basic and diluted net (loss) income have been retrospectively adjusted.
MANAGEMENT’S DISCUSSION AND ANALYSIS | FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2024 AND FEBRUARY 28, 2023 16
international revenue and medical sales of $13,418 and $1,361, respectively. This decrease was partially offset by an increase in adult-use recreational cannabis revenue of $4,273.
For the six months ended March 31, 2024, the ASP of recreational flower decreased to $1.53 per gram compared to $1.84 per gram for the six months ended February 28, 2023. The ASP of recreational flower in Q2 Fiscal 2024 as compared to Q2 Fiscal 2023 declined, as both the Company and the Canadian cannabis industry continued to experience general price compression in the adult-use recreational markets as the customer and product mix evolved to focus more on value offerings. Selling prices are prone to fluctuation and there may be further price compression if the market remains oversupplied.
Sales volumes of all flower in grams increased 4% to 31,705 kg for the six months ended March 31, 2024 compared to 30,383 kg in the comparative period, primarily due to an increase in adult-use recreational cannabis.
REVENUE COMPOSITION
The Company’s net revenue composition by product category was as follows for the six months ended March 31, 2024 and February 28, 2023:
| 2024 | 2023 | ||||||||||
| Recreational Flower, net of excise duty | 39,401 | 42,045 | |||||||||
| Recreational Vapes, net of excise duty | 1,832 | 1,835 | |||||||||
Recreational Hash, net of excise duty | 5,694 | 4,297 | |||||||||
Recreational Infused Pre-rolls, net of excise duty | 5,794 | 787 | |||||||||
| Recreational Edibles, net of excise duty | 11,398 | 10,145 | |||||||||
Recreational Ingestible Extracts and Oil, net of excise duty | 3,426 | 4,163 | |||||||||
Medical, net of excise duty | 894 | 2,255 | |||||||||
International Flower and Oil | 3,209 | 16,627 | |||||||||
| Wholesale and Other | 2,435 | 660 | |||||||||
| Total Net Revenue | $74,083 | $82,814 | |||||||||
COST OF SALES AND GROSS MARGIN
The gross margin for the six months ended March 31, 2024 was $16,300 compared to $33,688 for the six months ended February 28, 2023. The changes and significant items impacting the six months ended March 31, 2024 were primarily as a result of: (i) lower unrealized gains on changes in the fair value of biological assets; (ii) lower sales including decreased international and medical sales; and (iii) lower ASP from increased competition and the ongoing evolution of the customer and product mix.
Included in gross margin are the changes in the fair value of biological assets related to IFRS standard IAS 41 – Agriculture. Unrealized gain on changes in the fair value of biological assets for the six months ended March 31, 2024 was $18,512 as compared to $38,835 in the comparative period. The decrease in fair value adjustments on a period-over-period basis is mainly due to the expanded cultivation capacity that was brought online in Fiscal Q1 2023 after the Phase 4C expansion was completed, which resulted in a larger fair value gain on biological assets in the comparative period. Additionally, the Company revised the average selling price per gram assumption used to calculate the fair value of biological assets to incorporate the different grades of flower that are harvested from its biological assets.
Cost of sales primarily consists of the following:
•Costs of sales of cannabis (dried flower, pre-rolls, and wholesale/international bulk flower), cannabis extracts, vapes, chocolates, and other wholesale formats such as extract) include the direct costs of materials and packaging, labour, including any associated share-based compensation, and depreciation of manufacturing building and equipment. This includes cultivation costs (growing, harvesting, drying, and processing costs), extraction, vape filling, quality assurance and quality control, as well as packaging and labelling;
•Costs related to other products, such as vaporizers and other accessories;
•Shipping expenses to deliver product to the customer; and
•The production costs of late-stage biological assets that are disposed of, plants destroyed that do not meet the Company’s quality assurance standards, provisions for excess and unsaleable inventories, provisions related to adjustments to net realizable value that reduce the carrying value of inventory below the original production or purchase cost, and other production overhead.
ADJUSTED GROSS MARGIN
Adjusted gross margin is a Non-IFRS Measure that the Company defines as net revenue less cost of sales, before the effects of: (i) unrealized gain on changes in fair value of biological assets; (ii) realized fair value on inventories sold and other inventory charges; (iii) provisions (recoveries) and impairment of inventories and biological assets; (iv) provisions to net realizable value;
MANAGEMENT’S DISCUSSION AND ANALYSIS | FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2024 AND FEBRUARY 28, 2023 17
and (v) realized fair value on inventories sold from acquisitions. The Company believes that this measure provides useful information to assess the profitability of our operations as it represents the normalized gross margin generated from operations and excludes the effects of non-cash fair value adjustments on inventories and biological assets, which are required by IFRS. See "Cautionary Statement Regarding Certain Non-IFRS Measures". The most directly comparable measure to adjusted gross margin calculated in accordance with IFRS is gross margin before fair value adjustments.
Q3-F22 | Q4-F22 | Q1-F23 | Q2-F23 | Q3-F23 | Q4-F23 | Q1-F2413 | Q2-F24 | |||||||||||||||||||
| Net revenue | $ | 38,115 | $ | 45,480 | $ | 43,321 | $ | 39,493 | $ | 32,785 | $ | 46,040 | $ | 36,455 | $ | 37,628 | ||||||||||
| Cost of sales before adjustments | 28,817 | 35,118 | 30,492 | 26,121 | 26,711 | 38,101 | 25,259 | 26,019 | ||||||||||||||||||
| Adjusted Gross margin | 9,298 | 10,362 | 12,829 | 13,372 | 6,074 | 7,939 | 11,196 | 11,609 | ||||||||||||||||||
| Adjusted Gross margin % | 24 | % | 23 | % | 30 | % | 34 | % | 19 | % | 17 | % | 31 | % | 31 | % | ||||||||||
| Less: | ||||||||||||||||||||||||||
(Recoveries), write-offs and impairment of inventories and biological assets | (83) | 1,600 | 1,067 | 1,256 | 2,823 | 532 | 1,672 | 314 | ||||||||||||||||||
| Provisions to net realizable value | 6 | — | 62 | 2,265 | 2,755 | 4,252 | 13 | 33 | ||||||||||||||||||
| Realized fair value on inventories sold from acquisitions | 700 | — | — | — | — | — | — | — | ||||||||||||||||||
| Gross margin before fair value adjustments | 8,675 | 8,762 | $ | 11,700 | $ | 9,851 | $ | 496 | $ | 3,155 | $ | 9,511 | $ | 11,262 | ||||||||||||
| Gross margin % (before fair value adjustments) | 23 | % | 19 | % | 27 | % | 25 | % | 2 | % | 7 | % | 26 | % | 30 | % | ||||||||||
Add: Realized fair value on inventories sold and other inventory charges | (7,386) | (10,191) | (12,528) | (14,170) | (13,588) | (15,901) | (11,923) | (11,062) | ||||||||||||||||||
| Unrealized gain on changes in fair value of biological assets | 6,353 | 15,677 | 24,714 | 14,121 | 8,395 | 21,751 | 9,112 | 9,400 | ||||||||||||||||||
Gross margin(1) | $ | 7,642 | $ | 14,248 | $ | 23,886 | $ | 9,802 | $ | (4,697) | $ | 9,005 | $ | 6,700 | $ | 9,600 | ||||||||||
Gross margin %(1) | 20 | % | 31 | % | 55 | % | 25 | % | (14) | % | 20 | % | 18 | % | 26 | % | ||||||||||
Note 1: Gross margin reflects the IFRS measure per the Company’s Financial Statements.
The adjusted gross margin and gross margin before fair value adjustments have generally improved since Q3 Fiscal 2022, with the exception of Q3 Fiscal 2023 and Q4 Fiscal 2023. During Q1 Fiscal 2024 and Q2 Fiscal 2024, the adjusted gross margin and gross margin before fair value adjustments has improved when compared to Q3 Fiscal 2023 and Q4 Fiscal 2023. The increase to margin has been due to a variety of factors, including lower cultivation and post-harvest costs, lower inventory provisions, lower depreciation resulting from impairment charges recorded in Fiscal Year 2023 and the temporary resumption of sales of the Edison Jolts product.
OPERATING EXPENSES
| 2024 | 2023 | CHANGE | % CHANGE | ||||||||||||||||||||
| General and administrative | $ | 26,626 | $ | 22,948 | $ | 3,678 | 16 | % | |||||||||||||||
| Sales and marketing | 9,998 | 8,825 | 1,173 | 13 | % | ||||||||||||||||||
| Research and development | 7,073 | 5,731 | 1,342 | 23 | % | ||||||||||||||||||
| Share-based compensation | 3,509 | 2,969 | 540 | 18 | % | ||||||||||||||||||
| Total operating expenses | $ | 47,206 | $ | 40,473 | $ | 6,733 | 17 | % | |||||||||||||||
GENERAL AND ADMINISTRATIVE
For the six months ended March 31, 2024, the Company incurred general and administrative expenses of $26,626 compared to $22,948 for the six months ended February 28, 2023. The increase in expenses mainly relates to higher provisions for expected credit losses of $4,239 in the current period, related to an outstanding receivable from our Israeli partner Canndoc Ltd. The Company is continuing its efforts to collect this amount. This was partially offset by lower depreciation resulting from impairment charges recorded in Fiscal 2023.
SALES AND MARKETING
For the six months ended March 31, 2024, the Company incurred sales and marketing expenses of $9,998 or 13% of net revenues as compared to $8,825 or 11% of net revenues for the six months ended February 28, 2023. The increase in the current period is on account of higher trade investment (retail partners) as a result of more competitive retail landscape.
RESEARCH AND DEVELOPMENT
Research and development costs of $7,073 increased from the comparative period cost of $5,731, as the Company significantly ramped up activity under the PDC Agreement and other internal product innovation projects, including the completion of a pharmacokinetics (pk) study on the development of a nano-emulsion technology expected to be incorporated into the Company's ingestible product portfolios.
13 Q4 Fiscal 2023 results is for the four month period from June 1, 2023 through September 30, 2023.
MANAGEMENT’S DISCUSSION AND ANALYSIS | FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2024 AND FEBRUARY 28, 2023 18
SHARE-BASED COMPENSATION
For the six months ended March 31, 2024, the Company recognized $3,509 of share-based compensation expense in relation to selling, marketing, general and administrative, and research and development employees, compared to $2,969 for the six months ended February 28, 2023.
Total share-based compensation charges, including those related to production employees that are charged to biological assets and inventory, and amounts expensed, for the six months ended March 31, 2024 were $4,002, compared to $3,194 for the comparable period. The increase in expense is mainly due to a greater number of equity settled awards issued during the current period, a portion of which vested immediately.
For the six months ended March 31, 2024, 62,000 options were granted, valued at $123, compared to 286,000 options granted in the prior year comparative period, valued at $1,027. Included in the six months ended March 31, 2024 were 62,000 options granted to key management personnel, compared to 200,000 options granted during the six months ended February 28, 2023.
During the six months ended March 31, 2024, 3,354,201 restricted share units (“RSUs”) were granted to employees (February 28, 2023 – 371,310), of which 2,138,542 RSUs were issued to key management personnel, which includes members of the Board of Directors, compared to 285,191 issued during the six months ended February 28, 2023.
During the six months ended March 31, 2024, 911,213 performance share units (“PSUs”) were granted to employees (February 28, 2023 – 211,539), of which 678,717 PSUs were issued to key management personnel, compared to 136,920 issued during the six months ended February 28, 2023.
Share-based compensation represents a non-cash expense and was valued using the Black-Scholes valuation model for stock options and using the fair value of the shares on the date of the grant for RSUs. The fair value of PSUs was based on the Company’s share price at the grant date, adjusted for an estimate of likelihood of achievement of the defined performance criteria.
OTHER (INCOME) EXPENSES
| 2024 | 2023 | CHANGE | % CHANGE | ||||||||||||||||||||
| Financing costs | $ | 113 | $ | 104 | $ | 9 | 9 | % | |||||||||||||||
Investment income | (1,285) | (1,970) | (685) | (35) | % | ||||||||||||||||||
Share of loss from investments in associates, net | 267 | 702 | (435) | (62) | % | ||||||||||||||||||
| Loss on disposal of property, plant and equipment | 50 | 313 | (263) | (84) | % | ||||||||||||||||||
| Change in fair value of contingent consideration | (50) | (6) | 44 | nm | |||||||||||||||||||
| Change in fair value of derivative liabilities and other financial assets | 12,985 | (3,463) | (16,448) | (475) | % | ||||||||||||||||||
| Legal recovery | — | (75) | 75 | nm | |||||||||||||||||||
| Other non-operating income | (131) | — | 131 | 100 | % | ||||||||||||||||||
| Total other (income)/expenses | $ | 11,949 | $ | (4,395) | $ | 16,344 | (372) | % | |||||||||||||||
INVESTMENT INCOME
Investment income of $1,285 was earned for the six months ended March 31, 2024, compared to $1,970 for the six months ended February 28, 2023. The change in investment income was primarily due to lower cash balance in the current period as compared to the six months ended February 28, 2023.
INVESTMENTS IN ASSOCIATES AND CONTINGENT CONSIDERATION
During the six months ended March 31, 2024, the Company’s share of loss from investments in associates was $267, compared to a loss of $702 in the six months ended February 28, 2023.
In connection with the Company's acquisitions of EIC and Laurentian, the Company had commitments to deliver additional consideration should EIC and Laurentian achieve their milestones. There was a $50 decrease in the estimated fair value of the Laurentian contingent liability for the six months ended March 31, 2024, compared to $6 in the prior year comparative period.
DERIVATIVE LIABILITIES
During the six months ended March 31, 2024, the Company recorded a change in estimated fair value of derivative liabilities of $889 and $412 for Top-up-Rights and the secured convertible loan (the "Secured Convertible Loan") advanced to Phylos under a secured convertible loan agreement (the "Secured Convertible Loan Agreement"), respectively. Additionally, during the six months ended March 31, 2024, in relation to the Follow-on BAT Investment, the Company recorded a fair value loss of $11,887. Refer to Note 9 (iii) of the Interim Financial Statements for more details.
MANAGEMENT’S DISCUSSION AND ANALYSIS | FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2024 AND FEBRUARY 28, 2023 19
The comparative period change in estimated fair value of derivative liabilities of $3,463 was primarily related to derivative warrant liabilities. The warrants expired on November 12, 2023, and the Company recorded a change in estimated fair value of derivative warrant liabilities of nil during the six months ended March 31, 2024.
OTHER
Other non-operating income primarily includes investments tax credits which were received during the six months ended March 31, 2024 for the pre-acquisition period of EIC. This amount has been irrevocably disclaimed by the former shareholders of EIC and therefore, the Company recognized it as other non-operating income in the current period.
NET LOSS
Net loss for the six months ended March 31, 2024 was $42,825 or $0.497 per Common Share (basic and diluted), compared to net loss of $2,159 or $0.028 per Common Share (basic and diluted) for the six months ended February 28, 2023. The increase in net loss from the comparative period is primarily due to lower unrealized gain on changes in the fair value of biological assets and change in fair value of derivative liabilities.
SUMMARY OF QUARTERLY RESULTS
Q3-F22 | Q4-F22 | Q1-F23 | Q2-F23 | Q3-F23 | Q4-F2314 | Q1-F24 | Q2-F24 | |||||||||||||||||||
| Financial Results | ||||||||||||||||||||||||||
Adult-use recreational cannabis revenue (net of excise) | $ | 34,521 | $ | 37,521 | $ | 35,859 | $ | 27,415 | $ | 29,202 | $ | 44,596 | $ | 34,425 | $ | 33,118 | ||||||||||
Medical revenue (net of excise) | $ | 1,793 | $ | 1,688 | $ | 1,486 | $ | 769 | $ | 545 | $ | 707 | $ | 445 | $ | 448 | ||||||||||
| International, wholesale and other revenue | $ | 1,801 | $ | 6,271 | $ | 5,976 | $ | 11,309 | $ | 3,038 | $ | 737 | $ | 1,585 | $ | 4,062 | ||||||||||
| Net revenue | $ | 38,115 | $ | 45,480 | $ | 43,321 | $ | 39,493 | $ | 32,785 | $ | 46,040 | $ | 36,455 | $ | 37,628 | ||||||||||
Net loss | $ | (2,787) | $ | (6,144) | $ | 5,329 | $ | (7,488) | $ | (213,451) | $ | (32,991) | $ | (15,750) | $ | (27,075) | ||||||||||
Net loss per common share, basic15 | $ | (0.036) | $ | (0.080) | $ | 0.068 | $ | (0.096) | $ | (2.708) | $ | (0.420) | $ | (0.194) | $ | (0.297) | ||||||||||
Net loss per common share, diluted16 | $ | (0.036) | $ | (0.080) | $ | 0.068 | $ | (0.096) | $ | (2.708) | $ | (0.420) | $ | (0.194) | $ | (0.297) | ||||||||||
| Operational Results | ||||||||||||||||||||||||||
Dried flower yield per plant (grams) | 132 | 141 | 168 | 156 | 144 | 163 | 164 | 164 | ||||||||||||||||||
| Harvest (kg) - dried flower | 13,141 | 16,101 | 22,296 | 20,624 | 18,604 | 28,071 | 19,946 | 20,962 | ||||||||||||||||||
| Employee headcount (#) | 865 | 887 | 921 | 939 | 923 | 935 | 984 | 987 | ||||||||||||||||||
In the third and fourth quarters of fiscal year 2022 and in the first quarter of Fiscal 2023, continued growth in net revenues, lower cost of production (on a per unit basis) and lower asset impairment charges, resulted in net income or lesser net loss as compared to net losses recognized during remaining quarters of Fiscal 2022. In the third and fourth quarters of Fiscal 2023, the Company recorded a higher net loss than historical periods primarily due to impairment charges and lower net flower revenue. In Q1 Fiscal 2024, the Company recorded a higher net loss primarily due to lower gross margin, higher operating expenses and lower gain on the change in fair value of derivative liabilities. In Q2 Fiscal 2024, both net revenue and gross margin has marginally increased, which resulted in lower net loss in Q2 Fiscal 2024 as compared to net loss of Q1 Fiscal 2024.
Adjusted EBITDA
Adjusted EBITDA is a Non-IFRS Measure and the Company calculates Adjusted EBITDA as net income (loss) excluding: financing costs, net of investment income; income tax expense (recovery); depreciation, amortization, reversal of/or impairment, normalization of depreciation add-back due to changes in depreciable assets resulting from impairment charges, (gain) loss on disposal of property, plant and equipment (per the consolidated statement of cash flows); share-based compensation (per the consolidated statement of cash flows); share of loss (gain) from investments in associates and impairment loss (recovery) from loans receivable; change in fair value of contingent consideration; change in fair value of derivative liabilities and other financial assets; expenditures incurred in connection with research and development activities (net of depreciation); unrealized (gain) loss on changes in fair value of biological assets; realized fair value on inventories sold and other inventory charges; provisions (recoveries) and net realizable value adjustments related to inventory and biological assets; government subsidies, insurance recoveries and other non-operating expenses (income); legal provisions (recoveries); incremental fair value component of inventories sold from acquisitions; ERP implementation costs; transaction costs; share issuance costs; and provision for Canndoc expected credit losses. Management believes that Adjusted EBITDA is intended to provide a proxy for the Company’s operating cash flow and derives expectations of future financial performance for the Company, and excludes adjustments that are not reflective of current operating results. See "Cautionary Statement Regarding Certain Non-IFRS Measures". The most directly comparable measure to Adjusted EBITDA calculated in accordance with IFRS is net income (loss).
During Q2 Fiscal 2024, management changed the calculation of Adjusted EBITDA and has conformed prior quarters accordingly to include provision for expected credit losses.
14 Q4 Fiscal 2023 results is for the four month period from June 1, 2023 through September 30, 2023.
15 The Company implemented a consolidation of its common shares in July 2023 and as a result, basic and diluted net loss have been retrospectively adjusted.
MANAGEMENT’S DISCUSSION AND ANALYSIS | FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2024 AND FEBRUARY 28, 2023 20
| Adjusted EBITDA (Non-IFRS Measure) | ||||||||||||||||||||||||||
| Adjusted EBITDA Reconciliation | Q3-F22 | Q4-F22 | Q1-F23 | Q2-F23 | Q3-F23 | Q4-F2316 | Q1-F24 | Q2-F24 | ||||||||||||||||||
Net (loss) income as reported | $ | (2,787) | $ | (6,144) | $ | 5,329 | $ | (7,488) | $ | (213,451) | $ | (32,991) | $ | (15,750) | $ | (27,075) | ||||||||||
Add/(Deduct): | ||||||||||||||||||||||||||
| Financing costs, net of investment income | (234) | (364) | (815) | (1,051) | (903) | (923) | (522) | (650) | ||||||||||||||||||
Income tax expense (recovery) | 308 | (299) | (232) | 1 | (1,302) | (2,279) | — | (30) | ||||||||||||||||||
Depreciation, amortization, and (gain) loss on disposal of property, plant and equipment (per statement of cash flows) | 6,515 | 7,570 | 7,183 | 6,867 | 6,975 | 5,581 | 2,837 | 3,180 | ||||||||||||||||||
| Normalization of depreciation add-back due to changes in depreciable assets resulting from impairment charges | — | — | — | — | — | 3,037 | 757 | — | ||||||||||||||||||
| Impairment of intangible assets and goodwill | — | — | — | — | 37,905 | 6,951 | — | — | ||||||||||||||||||
| Impairment of property, plant and equipment | — | 2,245 | — | — | 153,337 | 11,918 | — | — | ||||||||||||||||||
| Share of loss (gain) from investments in associates and impairment loss (recovery) from loan receivable | 193 | 528 | 406 | 296 | 287 | (51) | 155 | 112 | ||||||||||||||||||
| Change in fair value of contingent consideration | (3,422) | 317 | 18 | (24) | (2,892) | (466) | (50) | — | ||||||||||||||||||
| Realized fair value on inventories sold and other inventory charges | 7,386 | 10,191 | 12,528 | 14,170 | 13,588 | 15,901 | 11,923 | 11,062 | ||||||||||||||||||
| Unrealized gain on changes in fair value of biological assets | (6,353) | (15,677) | (24,714) | (14,121) | (8,395) | (21,751) | (9,112) | (9,400) | ||||||||||||||||||
| Share-based compensation (per statement of cash flows) | 761 | 2,809 | 1,852 | 1,342 | 1,325 | 1,208 | 2,007 | 1,995 | ||||||||||||||||||
| Government subsidies, insurance recoveries and other non-operating expenses (income) | (335) | — | — | — | — | (407) | (218) | 87 | ||||||||||||||||||
| Legal provisions (recoveries) | (310) | — | — | (75) | — | — | — | — | ||||||||||||||||||
Share issuance costs and change in fair value of derivative liabilities and other financial assets | (5,904) | (3,415) | (1,030) | (2,433) | (1,322) | 413 | 456 | 12,529 | ||||||||||||||||||
| Incremental fair value component on inventories sold from acquisitions | 700 | — | — | — | — | — | — | — | ||||||||||||||||||
ERP implementation costs | 1,410 | 1,793 | 1,334 | 1,377 | 2,561 | 2,415 | 991 | 173 | ||||||||||||||||||
| Transaction costs | 1,424 | (188) | 318 | 27 | 538 | 580 | 590 | (170) | ||||||||||||||||||
| Provisions (recoveries) and net realizable value adjustments related to inventory and biological assets | (77) | 1,600 | 1,129 | 3,521 | 5,578 | 4,784 | 1,685 | 347 | ||||||||||||||||||
| Research and development expenditures, net of depreciation | 1,308 | 2,266 | 2,271 | 3,239 | 3,257 | 3,720 | 4,387 | 2,556 | ||||||||||||||||||
| Adjusted EBITDA as Previously Reported | 583 | $ | 3,232 | $ | 5,577 | $ | 5,648 | $ | (2,914) | $ | (2,360) | $ | 136 | (5,284) | ||||||||||||
Add/(Deduct): Provision for Canndoc expected credit losses | — | — | — | — | — | 470 | — | 4,239 | ||||||||||||||||||
| Adjusted EBITDA (Revised) | $ | 583 | $ | 3,232 | $ | 5,577 | $ | 5,648 | $ | (2,914) | $ | (1,890) | $ | 136 | $ | (1,045) | ||||||||||
| Divided by: net revenue | 38,115 | 45,480 | 43,321 | 39,493 | 32,785 | 46,040 | 36,455 | 37,628 | ||||||||||||||||||
| Adjusted EBITDA Margin % (Revised) (Non-IFRS Measure) | 2 | % | 7 | % | 13 | % | 14 | % | (9) | % | (4) | % | — | % | (3) | % | ||||||||||
In Q4 Fiscal 2022, the Company achieved Adjusted EBITDA of $3.2 million as compared to Adjusted EBITDA of $1 million in Q3 Fiscal 2022. The increase was primarily a result of completion of the international shipment scheduled for Q3 Fiscal 2022 and record-high recreational revenues during the quarter.
Due to the higher adjusted gross margin, resulting from lower cultivation and post-harvest costs, Adjusted EBITDA in Q1 Fiscal 2023 increased to $5.6 million, which was the highest that the Company had reported in the preceding eight quarters. The Company continued its track record of Adjusted EBITDA growth with $5.6 million reported in Q2 Fiscal 2023. During Q3 Fiscal 2023, due to lower international sales, continued price compression in adult-use recreational market, low flower yields that increased the cost of cultivation which lowered the margin on flower sales, and higher SG&A costs, the Company's Adjusted EBITDA decreased to a loss of $2.9 million. In Q4 Fiscal 2023, the Company continued to experience price compression in the adult-use recreational market and had lower international sales which together resulted in a decrease in Adjusted EBITDA to a loss of $1.9 million. In Q1 Fiscal 2024, the Company returned to a positive Adjustive EBITDA position due to higher adjusted gross margin (31%) resulting from lower cultivation and post-harvest costs as well as the positive contribution from Edison Jolt sales. In Q2 Fiscal 2024, the Company's Adjusted EBITDA position was a loss of $1 million and the decrease in Adjusted EBITDA from Q1 Fiscal 2024 was primarily due to increased sales & marketing expenses.
16 Q4 Fiscal 2023 results is for the four month period from June 1, 2023 through September 30, 2023.
MANAGEMENT’S DISCUSSION AND ANALYSIS | FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2024 AND FEBRUARY 28, 2023 21
BALANCE SHEET, LIQUIDITY AND CAPITAL RESOURCES
The following represents selected balance sheet highlights of the Company at the end of Q2 Fiscal 2024 and Q4 Fiscal 2023:
MARCH 31, 2024 | SEPTEMBER 30, 2023 | % CHANGE | |||||||||||||||
| Cash & short-term investments | $ | 72,606 | $ | 33,864 | 114 | % | |||||||||||
| Inventories | $ | 69,222 | $ | 63,598 | 9 | % | |||||||||||
| Working capital | $ | 138,228 | $ | 133,545 | 4 | % | |||||||||||
| Total assets | $ | 331,778 | $ | 298,455 | 11 | % | |||||||||||
| Total current and long-term debt | $ | 118 | $ | 155 | (24) | % | |||||||||||
Non-current financial liabilities(1) | $ | 3,177 | $ | 3,630 | (12) | % | |||||||||||
| Total shareholders' equity | $ | 271,797 | $ | 271,623 | — | % | |||||||||||
Note 1: Non-current financial liabilities excludes non-monetary balances related to contingent share consideration, derivative liabilities and deferred income taxes.
On March 31, 2024, the Company had unrestricted cash balance of $72,606 compared to $33,864 at September 30, 2023. The increase is primarily a result of the Follow-on Investment from BAT.
Management believes its capital position is healthy and that there is sufficient liquidity available for the near to medium term. In the event that the Company is unable to finance any new acquisitions from cash on hand (including restricted cash for Project Jupiter), or the remaining tranches of the $124.6 million Follow-on BAT Investment, it could, if necessary and subject to prevailing market conditions, obtain liquidity through the capital markets as the Common Shares are listed for trading on both the NASDAQ and TSX and there is broad analyst coverage amongst sell-side brokerages. The Company filed a Base Shelf Prospectus and corresponding Form F-10 Registration Statement in September 2023, which will enable the Company to qualify the distribution of up to $500,000,000 of Common Shares, debt securities, subscription receipts, warrants and units, during the 25-month period that the Base Shelf Prospectus remains effective. The specific terms of any future offering of securities will be disclosed in a prospectus supplement filed with the applicable Canadian regulatory authorities and the SEC. In April 2024, Organigram successfully closed an underwritten public offering of 8,901,000 Units for gross proceeds of $28.8 million, including an over-allotment, pursuant to the Base Shelf Prospectus and the corresponding Form F-10 Registration Statement.
The following highlights the Company’s cash flows during the three and six months ended March 31, 2024 and February 28, 2023:
| THREE MONTHS ENDED | SIX MONTHS ENDED | ||||||||||||||||||||||
MARCH 31, 2024 | FEBRUARY 28, 2023 | MARCH 31, 2024 | FEBRUARY 28, 2023 | ||||||||||||||||||||
| Cash provided (used) by: | |||||||||||||||||||||||
| Operating activities | $ | (13,217) | $ | (19,711) | $ | (1,291) | $ | (16,246) | |||||||||||||||
| Financing activities | 40,865 | (210) | 40,713 | (410) | |||||||||||||||||||
| Investing activities | (1,898) | 11,678 | (1,482) | 9,970 | |||||||||||||||||||
| Cash provided (used) | $ | 25,750 | $ | (8,243) | $ | 37,940 | $ | (6,686) | |||||||||||||||
| Cash position | |||||||||||||||||||||||
| Beginning of period | 41,815 | 70,072 | 33,864 | 68,515 | |||||||||||||||||||
| End of period | $ | 67,565 | $ | 61,829 | $ | 71,804 | $ | 61,829 | |||||||||||||||
| Short-term investments | 802 | 10,141 | 802 | 10,141 | |||||||||||||||||||
| Cash and short-term investments | $ | 68,367 | $ | 71,970 | $ | 72,606 | $ | 71,970 | |||||||||||||||
Cash used by operating activities for the three and six months ended March 31, 2024 was $13,217 and $1,291,respectively, compared to $19,711 and $16,246 for the three and six months ended February 28, 2023. The decrease in cash used by operating activities is primarily due to an increase in accounts payable and accrued liabilities.
Cash provided by financing activities for the three and six months ended March 31, 2024 was $40,865 and $40,713, respectively. In comparison, for the three and six months ended February 28, 2023, cash used by financing activities was $210 and $410, respectively. The increase in cash from financing activities in the current period was primarily due to the Follow-on Investment from BAT.
Cash used by investing activities for the three months ended March 31, 2024 was $1,898, which was primarily driven by the purchase of capital assets and short-term investments of $1,659, purchase of other financial assets of $2,717 (investment in OBX), partially offset by a net change in restricted funds of $1,747 and proceeds from investment income of $715. This compares to cash provided by investing activities for the three months ended February 28, 2023 of $11,678, which was primarily driven by
MANAGEMENT’S DISCUSSION AND ANALYSIS | FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2024 AND FEBRUARY 28, 2023 22
proceeds from the net redemption of short-term investments of $15,204, partially offset by net purchase of capital assets of $5,508.
Cash used by investing activities for the six months ended March 31, 2024 was $1,482, which was primarily driven by the purchase of capital assets and short-term investments of $3,185, purchase of other financial assets of $6,463 (second tranche of secured convertible loan to Phylos Biosciences Inc. and investment in OBX), partially offset by a net change in restricted funds of $6,865 and proceeds from investment income of $1,285. This compares to cash provided by investing activities for the six months ended February 28, 2023 of $9,970, which was primarily driven by proceeds from the net redemption of short-term investments of $20,279, partially offset by net purchase of capital assets of $13,883.
OFF BALANCE SHEET ARRANGEMENTS
There were no off-balance sheet arrangements during the three and six months ended March 31, 2024.
RELATED PARTY TRANSACTIONS
MANAGEMENT AND BOARD COMPENSATION
Key management personnel are those persons having the authority and responsibility for planning, directing, and controlling activities of the Company, directly or indirectly. The key management personnel of the Company are the members of the Company’s executive management team and Board of Directors. The transactions are conducted at arm’s length and in the normal course of operations.
For the three and six months ended March 31, 2024 and February 28, 2023, the Company’s expenses included the following management and Board of Directors compensation:
| THREE MONTHS ENDED | SIX MONTHS ENDED | ||||||||||||||||||||||
| MARCH 31, 2024 | FEBRUARY 28, 2023 | MARCH 31, 2024 | FEBRUARY 28, 2023 | ||||||||||||||||||||
| Salaries | $ | 1,479 | $ | 1,545 | $ | 3,050 | $ | 3,022 | |||||||||||||||
| Share-based compensation | 1,450 | 790 | 2,387 | 2,032 | |||||||||||||||||||
| Total key management compensation | $ | 2,929 | $ | 2,335 | $ | 5,437 | $ | 5,054 | |||||||||||||||
During the three and six months ended March 31, 2024, 62,000 and 62,000 stock options, respectively (February 28, 2023 – nil and 200,000) were granted to key management personnel with an aggregate fair value of $123 and $123 (February 28, 2023 – $nil and $631). In addition, during the three and six months ended March 31, 2024, 830,888 and 2,138,542 RSUs, respectively (February 28, 2023 – nil and 285,191) were granted with a fair value of $2,116 and $4,300, respectively (February 28, 2023 – $nil and $1,325). For the three and six months ended March 31, 2024, 16,785 and 678,717 PSUs, respectively (February 28, 2023 – nil and 136,920) were issued to key management personnel with an aggregate fair value of $25 and $543, respectively (February 28, 2023 – $nil and $305).
SIGNIFICANT TRANSACTIONS WITH ASSOCIATES AND JOINT OPERATIONS
The Company has transactions with related parties, as defined in IAS 24 Related Party Disclosures, all of which are undertaken in the normal course of business.
For the three and six months ended March 31, 2024, under the Product Development Collaboration Agreement between the Company and BAT dated March 10, 2021, BAT incurred $1,282 and $2,388 (February 28, 2023 – $1,394 and $1,812) for direct expenses and the Company incurred $1,746 and $6,770 (February 28, 2023 – $2,801 and $5,073) of direct expenses and capital expenditures of $1 and $95 (February 28, 2023 – $409 and $642) related to the Center of Excellence, respectively. The Company recorded in the three and six months ended March 31, 2024, $1,514 and $4,579 (February 28, 2023 – $2,098 and $3,443) of these expenditures within research and development expenses in the condensed consolidated interim statements of operations and comprehensive loss. For the three and six months ended March 31, 2024, the Company recorded $1 and $48 (February 28, 2023 – $205 and $321) of capital expenditures which are included in the condensed consolidated interim statement of financial position.
At March 31, 2024, there is a balance receivable from BAT of $2,406 (September 30, 2023 – $167).
In November 2023, the Company entered into a subscription agreement (the "Subscription Agreement") with BAT for a $124.6 million Follow-on BAT Investment, whereby BAT, agreed to subscribe for a total of 38,679,525 shares at a price of $3.2203 per share, subject to the receipt of shareholder approval, certain regulatory approvals and other conditions. In January, 2024, the Company obtained shareholder and other regulatory approvals and closed the first of three tranches of the Follow-on BAT Investment. Pursuant to the first tranche closing, the Company issued 12,893,175 Common Shares, resulting in BAT's beneficial
MANAGEMENT’S DISCUSSION AND ANALYSIS | FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2024 AND FEBRUARY 28, 2023 23
ownership in the Company reached at approximately 29.9%. For the remaining two tranches, BAT will be issued Common Shares in the Company insofar as the aggregate number of Common Shares owned or controlled by BAT does not exceed 30% of the aggregate number of Common Shares issued and outstanding. To the extent that BAT would otherwise acquire in excess of 30% of the outstanding Common Shares, it will be issued Preferred Shares. Refer to Note 10 (iii) of the Interim Financial Statements for more details.
FAIR VALUE MEASUREMENTS
(i) Financial Instruments
Financial instruments recorded at fair value on the consolidated statement of financial position are classified using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The Company categorizes its fair value measurements according to a three-level hierarchy. The hierarchy prioritizes the inputs used by the Company’s valuation techniques. A level is assigned to each fair value measurement based on the lowest-level input significant to the fair value measurement in its entirety.
The three levels of the fair value hierarchy are described as follows:
•level 1 inputs are quoted prices in active markets for identical assets or liabilities that the entity can access at the measurement date;
•level 2 inputs, other than quoted prices included within level 1, that are observable for the asset or liability, either directly or indirectly; and
•level 3 inputs are unobservable inputs for the asset or liability.
The fair values of cash, short term investments, accounts and other receivables, accounts payable and accrued liabilities and restricted funds approximate their carrying amounts due to their short-term nature. The fair value of long-term debt approximates $118 (September 30, 2023 – $155), which is its carrying value.
The fair value of the investment in WHC is primarily based on level 3 unobservable inputs and is determined using a market-based approach, based on revenue multiples for comparable companies.
The fair value of the secured convertible loan advanced to Phylos under the Secured Convertible Loan Agreement was determined using the Cox-Ross-Rubinstein binomial lattice option pricing model and has been classified as level 3 in the fair value hierarchy. The fair value of the secured convertible loan was based on certain assumptions, including likelihood, and timing of the federal legalization or decriminalization of cannabis in the United States. Similarly, the fair value of the commitment to fund an additional US $2 million was based on certain assumptions, including the probability of Phylos meeting required milestones.
The fair value of the Top-up Rights is based on level 3 inputs utilized in a Monte Carlo pricing model to estimate the fair value of such Top-up Rights. The key assumptions used in the model are the expected future price of the Company’s Common Shares, the weighted average expected life of the instruments and the expected future volatility of Common Shares. A sensitivity analysis for change in inputs was not presented as it was deemed that the impact of reasonable changes in inputs would not be significant.
The fair value of the contractual commitment to issue Preferred Shares in the future is based on level 1, level 2 and level 3 inputs and is determined based on estimated fair value of the Preferred Shares and the present value of the share price agreed with BAT. The fair value of the Preferred Shares was estimated using certain assumptions, including tenure of BAT's Common Shares and potential shareholding meeting 30% and 49% thresholds, respectively, market price and volatility of the Company's Common Shares, risk free rate and discount for lack of marketability.
During the period, there were no transfers of amounts between levels 1, 2 and 3.
Derivative Warrant Liabilities
At initial recognition on November 12, 2020, the Company recorded derivative liabilities of $12,894 based on the estimated fair value of the Company warrants at that date using the Black-Scholes option pricing model. Issue costs were $4,305, of which $803 were allocated to the derivative liabilities based on a pro-rata allocation and expensed in the consolidated statement of operations and comprehensive loss and the balance of $3,502 was allocated to the Common Shares and recorded in share capital.
There were no exercises of warrants during the three and six months ended March 31, 2024 (February 28, 2023 – nil warrants). The warrants expired on November 12, 2023 and as at March 31, 2024 there were no warrants outstanding.
Top-up Rights
On March 10, 2021, the Company issued 14,584,098 Common Shares to BAT in connection with BAT's initial equity investment in the Company. On January 23, 2024, the Company issued an additional 12,893,175 Common Shares to BAT in connection with
MANAGEMENT’S DISCUSSION AND ANALYSIS | FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2024 AND FEBRUARY 28, 2023 24
the closing of the first tranche of the Follow-on BAT Investment, which, at the time, increased BAT's beneficial ownership in the Company to 29.90% (measured on a non-diluted basis).
In connection with the closing of the first tranche of the Follow-on BAT Investment, BAT and the Company entered into an amended and restated investor rights agreement dated January 23, 2024 (the "Amended IRA"), which amended and restated the original investor rights agreement between BAT and the Company dated March 10, 2021 (the "Original IRA"). Pursuant to the Amended IRA, BAT has been granted certain top-up rights (the "Top-Up Rights") to subscribe for additional Common Shares or Class A preferred shares (the "Preferred Shares", and together with the Common Shares, the "Shares") in specified circumstances where the pre-emptive rights are not applicable (referred to in the IRA as "Exempt Distributions") and in specified circumstances where pre-emptive rights were not exercised (referred to in the Amended IRA as “bought deal Distributions”).
The Follow-on BAT Investment is structured such that the aggregate number of Common Shares beneficially owned or controlled, directly or indirectly, by BAT, its affiliates, associates, related parties and any joint actors, may not exceed 30% of the issued and outstanding Common Shares (the "30% Common Share Limit"). As a result, pursuant to the terms of the Amended IRA, if the issuance of Common Shares upon BAT exercising its Top-Up Rights would result in BAT's aggregate ownership exceeding the 30% Common Share Limit, the Company shall issue Preferred Shares in lieu of Common Shares on the exercise of such rights, in order to restrict BAT's voting control to 30.0% of the issued and outstanding Common Shares. Such Preferred Shares would be convertible into Common Shares in accordance with their terms.
The price per Share to be paid by BAT pursuant to the exercise of its Top-up Rights will equal the price paid by other participants in the Exempt Distribution or bought deal Distribution, subject to certain restrictions (including, if such price is not permitted pursuant to applicable securities laws, at the lowest price permitted thereunder).
The Company has classified the Top-up Rights as a derivative liability, and pursuant to the exercise of stock options, restricted share units, performance share units and warrants that were outstanding at initial recognition on March 10, 2021 (the date of the Original IRA), the Company recorded a derivative liability of $2,740 based on the estimated fair value of the Top-up Rights at this date using a Monte Carlo pricing model.
As at March 31, 2024, the Company revalued the Top-up Rights of BAT pursuant to the Amended IRA between the Company and BAT, at an estimated fair value of $1,019 (September 30, 2023 – $130). The Company recorded an increase in the estimated fair value change of the Top-up Rights for the three and six months ended March 31, 2024 of $713 and $889 (February 28, 2023 – decrease of $239 and $222).
The following inputs were used to estimate the fair value of the Top-up Rights at March 31, 2024 and September 30, 2023:
| MARCH 31, 2024 | |||||||||||||||||
| STOCK OPTIONS | PSUs | RSUs | |||||||||||||||
| Average exercise price | $1.20 - $45.08 | $— | $— | ||||||||||||||
| Risk free interest rate | 3.63% - 4.25% | 3.78% | 3.94% | ||||||||||||||
| Expected future volatility of common shares | 75.00% - 90.00% | 90.00% | 75.00% | ||||||||||||||
| Expected life (years) | 1.69 - 4.08 | 3.29 | 2.58 | ||||||||||||||
| Forfeiture rate | 10% | 25% | 5% | ||||||||||||||
| SEPTEMBER 30, 2023 | |||||||||||||||||||||||
| STOCK OPTIONS | WARRANTS | PSUs | RSUs | ||||||||||||||||||||
| Average exercise price | $1.20 - $45.08 | $2.50 | — | — | |||||||||||||||||||
| Risk free interest rate | 4.11% - 4.54% | 3.59% | 3.65% | 3.78% | |||||||||||||||||||
| Expected future volatility of common shares | 70.00% - 90.00% | 90.00% | 85.00% | 85.00% | |||||||||||||||||||
| Expected life (years) | 1.34 - 5.12 | 0.12 | 5.92 | 5.18 | |||||||||||||||||||
| Forfeiture rate | 10% | —% | 25% | 6% | |||||||||||||||||||
Secured Convertible Loan Agreement
On May 25, 2023, the Company entered into the Secured Convertible Loan Agreement with Phylos. Under the terms of the Secured Convertible Loan Agreement, upon the completion of certain milestones the Company had a commitment to fund US $4.75 million over two tranches within 12 and 24 months from the initial closing date. This commitment meets the definition of a derivative and the value of such derivative was considered as part of the overall transaction price in the initial recognition of the secured convertible loan and intangible assets. At initial recognition, the Company recognized a derivative liability of $1,424 based
MANAGEMENT’S DISCUSSION AND ANALYSIS | FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2024 AND FEBRUARY 28, 2023 25
on the estimated fair value of the secured convertible loan. As at September 30, 2023, the Company revalued this commitment at an estimated fair value of $1,743.
In November, 2023, the Company funded the second tranche of US $2.75 million and a derivative liability of $1,385 was derecognized. As at March 31, 2024, the Company revalued its commitment for the third tranche at an estimated fair value of $770.The Company recorded an increase in fair value of $28 and $412 for the three and six months ended March 31, 2024. In connection with the advance of the second tranche of the Secured Convertible Loan, the Company engaged an external firm to value the second tranche. The derivative liabilities for the second and third tranche were adjusted to reflect the external valuation.
Non-voting Class A preferred shares
In relation to the Follow-on BAT Investment (as hereinafter defined), the Company is required to issue non-voting Class A convertible preferred shares ("Preferred Shares"). The Preferred Shares to be issued as part of future tranches represent an obligation for the Company to deliver a variable number of its own Common Shares and hence meet the definition of an instrument classified as a derivative financial instrument as per IAS 32 Financial Instruments: Presentation. The Company measured the derivative at fair value on initial recognition. The derivative financial instrument would be classified as a derivative asset or a derivative liability depending partly on whether the fair value of the Company's Preferred Shares is above or below the $3.2203 subscription price. At initial recognition, the carrying amount of the Common Shares issued in the first tranche was measured as the difference between the proceeds received from BAT for the first tranche minus transactions costs and the fair value of the derivative of $1,921. Refer to Note 10 (iii) of the Interim Financial Statements for further information.
As at March 31, 2024, the derivative had a total fair value of $13,808 and the Company recognized an increase in fair value of $11,887 in the condensed consolidated interim statements of operations and comprehensive loss.
(ii) Biological Assets
The Company measures biological assets, which consist of cannabis plants, at fair value less costs to sell up to the point of harvest, which then becomes the basis for the cost of finished goods inventories after harvest.
The changes in the carrying value of biological assets are as follows:
CAPITALIZED COST | BIOLOGICAL ASSET FAIR VALUE ADJUSTMENT | AMOUNT | |||||||||||||||
Balance, September 30, 2023 | $ | 6,945 | $ | 10,410 | $ | 17,355 | |||||||||||
| Unrealized gain on change in fair value of biological assets | — | 18,512 | 18,512 | ||||||||||||||
| Production costs capitalized | 20,165 | — | 20,165 | ||||||||||||||
| Transfer to inventory upon harvest | (20,962) | (21,028) | (41,990) | ||||||||||||||
Carrying amount, March 31, 2024 | $ | 6,148 | $ | 7,894 | $ | 14,042 | |||||||||||
The fair value less costs to sell of biological assets is determined using a model which estimates the expected harvest yield in grams for plants currently being cultivated, then adjusts that amount for the average selling price per gram, and for any additional costs to be incurred, such as post-harvest costs. The following unobservable inputs, all of which are classified as level 3 within the fair value hierarchy (see Note 13 of the Interim Financial Statements), are used in determining the fair value of biological assets:
i.average selling price per gram – calculated as the weighted average current selling price of cannabis sold by the Company, adjusted for expectations about future pricing;
ii.expected average yield per plant – represents the number of grams of finished cannabis inventory which is expected to be obtained from each harvested cannabis plant currently under cultivation;
iii.wastage of plants based on their various stages of growth – represents the weighted average percentage of biological assets which are expected to fail to mature into cannabis plants that can be harvested;
iv.post-harvest costs – calculated as the cost per gram of harvested cannabis to complete the sale of cannabis plants post-harvest, consisting of the cost of direct and indirect materials and labour related to drying, labelling, and packaging; and
v.stage of completion in the cultivation process – calculated by taking the average number of weeks in production over a total average grow cycle of approximately 14 weeks.
The Company estimates the harvest yields for the cannabis on plants at various stages of growth, based on expected yield of mature plants. As of March 31, 2024, it is expected that the Company’s biological assets will yield 27,382 kg (September 30, 2023 – 26,917 kg) of cannabis when eventually harvested. The Company’s estimates are, by their nature, subject to change, and
MANAGEMENT’S DISCUSSION AND ANALYSIS | FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2024 AND FEBRUARY 28, 2023 26
differences from the expected yield will be reflected in the fair value adjustment to biological assets in future periods. The Company accretes fair value on a straight-line basis according to stage of growth. As a result, a cannabis plant that is 50% through its 14-week growing cycle would be ascribed approximately 50% of its harvest date expected fair value less costs to sell (subject to wastage adjustments).
Management believes the most significant unobservable inputs and their impact on fair value are as follows:
| SIGNIFICANT | WEIGHTED AVERAGE INPUT | EFFECT ON FAIR VALUE | |||||||||||||||||||||||||||
| INPUTS & ASSUMPTIONS | MARCH 31, 2024 | SEPTEMBER 30, 2023 | SENSITIVITY | MARCH 31, 2024 | SEPTEMBER 30, 2023 | ||||||||||||||||||||||||
| Average selling price per gram | $ | 1.30 | $ | 1.52 | Increase or decrease by 10% per gram | $ | 1,366 | $ | 1,690 | ||||||||||||||||||||
| Expected average yield per plant | 168 | grams | 173 | grams | Increase or decrease by 10 grams | $ | 813 | $ | 978 | ||||||||||||||||||||
During Q1 Fiscal 2024, the Company revised the average selling price per gram assumption used to calculate the fair value of biological assets to incorporate the different grades of flower that are harvested from its biological assets. The net average selling price for flower that meets specifications is $1.53 per gram for flower sold into the recreational market.
The expected average yield per plant at March 31, 2024 and September 30, 2023, primarily reflects the average yield of the flower component of the plant (with the exception being cannabidiol (“CBD”) dominant strains where trim is also harvested for extraction).
OUTSTANDING SHARE DATA
(i) Outstanding Shares, Warrants and Options and Other Securities
The following table sets out the number of Common Shares, options, warrants, Top-up Rights, RSUs and PSUs outstanding of the Company as at March 31, 2024 and May 14, 2024:
MARCH 31, 2024 | May 13, 2024 | ||||||||||
| Common shares issued and outstanding | 94,468,558 | 103,369,558 | |||||||||
| Options | 2,840,453 | 2,837,078 | |||||||||
| Warrants | – | 4,450,500 | |||||||||
| Top-up Rights | 2,342,852 | 3,665,269 | |||||||||
| Restricted share units | 3,825,463 | 3,811,232 | |||||||||
| Performance share units | 1,169,710 | 1,159,615 | |||||||||
| Total fully diluted shares | 104,647,036 | 119,293,252 | |||||||||
CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS
The preparation of the Financial Statements under IFRS requires management to make judgments, estimates, and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods, if the revision affects both current and future periods.
There have been no changes in the Company's critical accounting estimates during the three and six months ended March 31, 2024 except for a new accounting estimate (refer to the Interim Financial Statements) and judgment that was made in relation to recognition and measurement of the derivative for Preferred Shares. For additional information on the Company’s accounting policies and key estimates, refer to the note disclosures in the Annual Financial Statements and MD&A as at and for the thirteen months ended September 30, 2023.
Adoption of New Accounting Pronouncements
Amendments to IAS 8: Definition of Accounting Estimates
These amendments introduce the definition of an accounting estimate and include other amendments to IAS 8 to help entities distinguish changes in accounting estimates from changes in accounting policies. Under the new definition, accounting estimates are "monetary amounts in financial statements that are subject to measurement uncertainty." The amendments also clarify the
MANAGEMENT’S DISCUSSION AND ANALYSIS | FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2024 AND FEBRUARY 28, 2023 27
relationship between accounting policies and accounting estimates by specifying that a company develops an accounting estimate to achieve the objective set out by an accounting policy. The amendments are effective for annual periods beginning on or after January 1, 2023 and changes in accounting policies and changes in accounting estimates that occur on or after the start of that period.
The Company adopted these amendments effective October 1, 2023. Management assessed the Company’s significant accounting estimates under the new definition and concluded that the application of these amendments do not have an impact on the Company's consolidated financial statements.
Amendments to IAS 1: Disclosure of Accounting Policies
These amendments are intended to help preparers in deciding which accounting policies to disclose in their financial statements. The amendments require entities to disclose their material accounting policy information rather than their significant accounting policies. Accounting policy information is material if, when considered together with other information included in an entity's financial statements, it can reasonably be expected to influence decisions that the primary users of general purpose financial statements make on the basis of those financial statements. The amendments to IAS 1 are effective for annual periods beginning on or after January 1, 2023 and are to be applied prospectively.
The Company adopted these amendments effective October 1, 2023. The application of these amendments have an impact on the Company’s disclosures of accounting policies, but not on the measurement, recognition or presentation of any items in the Company’s consolidated financial statements.
Amendments IAS 12: Deferred Tax related to Assets and Liabilities arising from a Single Transaction
The amendments narrow the scope of the recognition exemption in paragraphs 15 and 24 of IAS 12 (recognition exemption) so that it no longer applies to transactions that, on initial recognition, give rise to equal taxable and deductible temporary differences (e.g. leases and decommissioning liabilities). In other words, these amendments clarify that a deferred tax asset and liability must be recognized on the initial recognition of a lease or decommissioning liabilities. The amendments are effective for annual reporting periods beginning on or after January 1, 2023.
The Company adopted these amendments effective October 1, 2023. The Company’s previous accounting policy was to not apply the initial recognition exemption (i.e. the Company previously recognized deferred tax assets and liabilities on the Company’s lease liabilities and right-of-use assets, respectively). This previous accounting policy choice is consistent with the amendments to IAS 12 and therefore, the application of these amendments do not have an impact on the Company's consolidated financial statements.
PRODUCT DEVELOPMENT COLLABORATION
Pursuant to the terms of the PDC Agreement between the Company and BAT, $31,109 of BAT's original investment in Organigram was reserved as restricted funds in order to satisfy certain of the Company’s future obligations under the PDC Agreement, including the Company’s portion of its funding obligations under a mutually agreed initial budget for the CoE. Costs relating to the CoE are funded equally by the Company and BAT. Balances are transferred from restricted funds to the Company's general operating account as CoE related expenditures are periodically reconciled and approved. The balance in restricted funds as at March 31, 2024 is $11,028 (September 30, 2023 – $17,893).
The CoE is accounted for as a joint operation, in which the Company and BAT contribute 50%. The Company recognized its share of the expenses incurred by the CoE in the statement of operations and comprehensive loss. For the three and six months ended March 31, 2024, $1,514 and $4,579 (February 28, 2023 – $2,098 and $3,443) of expenses have been recorded in the statement of operations and comprehensive loss.
CONTINGENT LIABILITIES
The Company recognizes loss contingency provisions for probable losses when management can reasonably estimate the loss. When the estimated loss lies within a range, the Company records a loss contingency provision based on its best estimate of the probable loss. If no particular amount within that range is a better estimate than any other amount, the mid-point of the range is used. As information becomes known a loss contingency provision is recorded when a reasonable estimate can be made. The estimates are reviewed at each reporting date and the estimates are changed when expectations are revised. An outcome that deviates from the Company’s estimate may result in an additional expense or release in a future accounting period.
DISCLOSURE CONTROLS AND PROCEDURES AND INTERNAL CONTROL OVER FINANCIAL REPORTING
In accordance with National Instrument 52-109 - Certification of Disclosure in Issuers’ Annual and Interim Filings (“NI 52-109”) and Rule 13a-15 under the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”), the establishment and
MANAGEMENT’S DISCUSSION AND ANALYSIS | FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2024 AND FEBRUARY 28, 2023 28
maintenance of Disclosure Controls and Procedures (“DCP”) and Internal Control Over Financial Reporting (“ICFR”) is the responsibility of management.
The Company engaged KPMG LLP to perform an “integrated audit” which encompassed an opinion on the fairness of presentation of the Company’s annual consolidated financial statements for the thirteen months ended September 30, 2023, as well as an opinion on the effectiveness of the Company’s ICFR. KPMG LLP, the Company’s independent registered public accounting firm, has audited the Company's consolidated financial statements and has issued an adverse report on the effectiveness of ICFR. KPMG LLP's audit report on the Company’s ICFR is incorporated by reference into the Company’s annual report on Form 40-F under the Exchange Act for the thirteen months ended September 30, 2023.
DISCLOSURE CONTROLS AND PROCEDURES
The Company maintains a set of DCP designed to provide reasonable assurance that information required to be publicly disclosed is recorded, processed, summarized and reported on a timely basis. As required by NI 52-109 and Exchange Act Rule 13a-15(b), an evaluation of the design and operation of our DCP was completed as of March 31, 2024 under the supervision and with the participation of management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) using the criteria set forth in Internal Control - Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO 2013 Framework”). Based upon this evaluation, our CEO and CFO concluded that because of the material weaknesses in our ICFR described below, our DCP were not effective as at such date.
INTERNAL CONTROL OVER FINANCIAL REPORTING
NI 52-109 requires the CEO and CFO to certify that they are responsible for establishing and maintaining ICFR for the Company and that those internal controls have been designed and are effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with IFRS. Similarly, Exchange Act Rule 13a-15(c) requires the Company's management, with the participation of the CEO and CFO, to evaluate ICFR as at the end of the fiscal year. The CEO and CFO are also responsible for disclosing any changes to the Company’s internal controls during the most recent period that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.
MATERIAL CHANGES TO INTERNAL CONTROL OVER FINANCIAL REPORTING
There has been a material change to the Company’s ICFR during the three months ended March 31, 2024 that has materially affected, or is likely to materially affect, the Company’s ICFR. During the three months ended March 31, 2024, the Company appointed Greg Guyatt as Chief Financial Officer effective January 8, 2024.
MANAGEMENT’S EVALUATION OF INTERNAL CONTROL OVER FINANCIAL REPORTING
The Company’s management, under the supervision and with the participation of its CEO and CFO, conducted an evaluation of the effectiveness of the Company’s ICFR as defined by NI 52-109 and Rule 13a-15(f) of the Exchange Act as of September 30, 2023, using the criteria set forth by the COSO 2013 Framework. Based on this evaluation, management concluded that the Company's ICFR was not effective as of March 31, 2024, due to material weaknesses in internal control over ICFR that have been previously identified but continue to exist.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management has identified the following material weaknesses:
•An ineffective control environment due to the lack of fully trained personnel in financial reporting, accounting and IT with assigned responsibility and accountability related to ICFR.
•An ineffective information process resulting from ineffective general IT controls, ineffective controls related to complex spreadsheets, and ineffective controls over information from service organizations, resulting in insufficient controls to ensure the relevance, timeliness and quality of information used in control activities.
•As a consequence of the above, the Company had ineffective control activities related to the design, implementation and operations of process level and financial statement close controls which had a pervasive impact on the Company's ICFR.
STATUS OF REMEDIATION PLAN
Management, with the assistance of external and internal specialists, has continued reviewing and revising its ICFR. Management remains committed to implementing changes to its ICFR to ensure that the control deficiencies that contributed to the material weaknesses are remediated. The following remedial activities remain in progress as at the date of this MD&A and are expected to continue at least throughout the balance of Fiscal 2024. The controls associated with these remedial activities have not yet been subject to control testing to conclude on the design or operational effectiveness.
•As of March 31, 2024, the Company continues to work on the design and implementation of robust internal controls over the ERP system, however this represented a change in the control environment in Q4 2023 demonstrating the Company's commitment to remediation.
MANAGEMENT’S DISCUSSION AND ANALYSIS | FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2024 AND FEBRUARY 28, 2023 29
•The Company has selected a new HRIS system to be implemented in Fiscal 2024. This system is intended to further streamline internal processes, support employee retention efforts and facilitate remediation activities.
•Organigram has hired more senior internal audit specialists and continue to retain external audit specialists to assist management in evaluating internal controls and provide advisory services in designing the remediation plans. These specialists will enhance the continuing efforts in the remainder of Fiscal 2024 to evaluate significant financial reporting processes to identify any new processes that need to be documented, continue to design controls to assess risks related to financial reporting, and re-evaluate the design and operating effectiveness of key controls within those processes.
•Under the direction of the Chief Information Officer and the Director of IT, the Company will continue to remediate certain IT general controls.
•The Company will continue to use senior internal audit specialists and external audit specialists to assist management in evaluating internal controls and provide advisory services in designing the remediation plans.
•The Company will continue to work on implementing controls that are intended to evaluate information from organizations providing services to the Company.
•The Company will continue to streamline our complex spreadsheet models to reduce the risk of errors in mathematical formulas and to improve the ability to verify the logic of complex spreadsheets.
Management has discussed the remaining material weaknesses with the Audit Committee which will continue to review progress on these remediation activities. While management believes these actions including the ERP system will contribute to the remediation of material weaknesses, it has not yet completed all of the corrective processes, procedures and related evaluation or remediation that it believes are necessary. As the Company continues to evaluate and work to remediate the remaining material weaknesses, it may need to take additional measures to address the deficiencies. Until the remediation steps set forth above, including the efforts to implement any additional control activities identified in the process, are fully implemented and operate for a sufficient period of time that they can be concluded to be operating effectively, the remaining material weaknesses described above will not be considered fully remediated. While significant progress has been made toward remediation of the remaining material weaknesses, no assurance can be provided at this time that the actions and remediation efforts will effectively remediate the remaining material weaknesses described above or prevent the incidence of other material weaknesses in the Company’s ICFR in the future. The Company does not know the specific timeframe needed to fully remediate the remaining material weaknesses identified above. See “Risk Factors” in this MD&A and the AIF.
Management, including the CEO and CFO, does not expect that DCP or ICFR will prevent all misstatements, even as the remediation measures are implemented and further improved to address the material weaknesses. The design of any system of internal controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving the stated goals under all potential future conditions.
MANAGEMENT’S DISCUSSION AND ANALYSIS | FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2024 AND FEBRUARY 28, 2023 30
RISK FACTORS
The Company’s business is subject to risks inherent in a high growth, heavily regulated enterprise, and the Company has identified certain risks pertinent to its business that may have affected or may affect its business, financial conditions, results of operations and cash flows, as further described throughout this MD&A and under “Risk Factors” in the AIF. For additional risk factors, readers are directed to the Company’s AIF, which is (a) available under the Company’s issuer profile on SEDAR+ at www.sedarplus.com, and (b) incorporated into and forms part of the Company's annual report on Form 40-F filed on EDGAR at www.sec.gov. As a general matter, management of the Company attempts to assess and mitigate any risks and uncertainties by retaining experienced professional staff and assuring that the Board of Directors and senior management of the Company are monitoring the risks impacting or likely to impact the business on a continuous basis.
(i) Credit Risk
Credit risk arises from deposits with banks, outstanding trade and other receivables, restricted funds and other financial assets. For trade receivables, the Company does not hold any collateral as security but mitigates this risk by dealing only with what management believes to be financially sound counterparties and, accordingly, does not anticipate significant loss for non-performance, except potentially from outstanding receivable from one of our international customers. For certain trade and other receivables, management also obtains insurance, guarantees or general security agreements, where applicable. The maximum exposure to credit risk of cash, short-term investments, restricted funds, other financial assets and accounts receivable and other receivables on the statement of financial position at March 31, 2024 approximates $126,360 (September 30, 2023 – $90,351).
As of March 31, 2024 and September 30, 2023, the Company’s aging of trade receivables was as follows:
| MARCH 31, 2024 | SEPTEMBER 30, 2023 | ||||||||||
| 0-60 days | $ | 25,749 | $ | 22,946 | |||||||
| More than 60 days | 5,096 | 5,845 | |||||||||
| Gross trade receivables | $ | 30,845 | $ | 28,791 | |||||||
| Less: Expected credit losses and reserve for product returns and price adjustments | (5,412) | (1,334) | |||||||||
| $ | 25,433 | $ | 27,457 | ||||||||
(ii) Liquidity Risk
The Company’s liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company manages its liquidity risk by reviewing on an ongoing basis its capital requirements. At March 31, 2024, the Company had $71,804 (September 30, 2023 – $33,864) of cash and working capital of $138,228 (September 30, 2023 – $133,545. Further, the Company may potentially access equity capital through the capital markets if required, but this would be subject to prevailing market conditions and there can be no assurance that equity capital will be available on terms acceptable to the Company or at all.
The Company is obligated to the following contractual maturities relating to their undiscounted cash flows as at March 31, 2024:
| Carrying Amount | Contractual Cash Flows | Less than 1 year | 1 to 3 years | 3 to 5 years | More than 5 years | |||||||||||||||
| Accounts payable and accrued liabilities | $ | 40,174 | $ | 40,174 | $ | 40,174 | $ | — | $ | — | $ | — | ||||||||
| Long-term debt | 118 | 121 | 66 | 55 | — | — | ||||||||||||||
| Lease obligations | 4,081 | 5,111 | 1,179 | 1,268 | 926 | 1,737 | ||||||||||||||
| $ | 44,373 | $ | 45,406 | $ | 41,419 | $ | 1,323 | $ | 926 | $ | 1,737 | |||||||||
The contractual maturities noted above are based on contractual due dates of the respective financial liabilities.
In connection with the Company’s facilities, the Company is contractually committed to approximately $985 of capital expenditures.
(iii) Market Risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk for the Company is comprised of interest rate risk, which is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company’s exposure to the risk of changes in market interest rates relates primarily to the Company’s debt obligations with floating interest rates. The Company has determined that a 1% change in rates would not have a material impact on the interim financial statements.
MANAGEMENT’S DISCUSSION AND ANALYSIS | FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2024 AND FEBRUARY 28, 2023 31
(iv) Concentration Risk
The Company’s accounts receivable are primarily due from provincial government agencies (four of which, individually, represented more than 10% of the Company’s revenues during the three months ended March 31, 2024), corporations (four of which represented more than 10% of the Company’s revenues during the period), and legal trusts and, thus, the Company believes that the accounts receivable balance is collectible.
(v) Risks related to Certain Minor Cannabinoid Products
In December 2023, Health Canada published a guidance document on "intoxicating" cannabinoids, recommending that the potency caps on THC under the Cannabis Regulations be applied equally to those cannabinoids, including CBN and THCV (as defined herein). If the guidance becomes legally enforceable, it would be expected to have an impact on the Company's current product offerings that contain higher potencies of the impacted cannabinoids.
(vi) Risks related to third party data
The Company relies on independent third party data for market share position and there is no assurance third party data provides an accurate representation of actual sales as some third parties use different methodologies or calculations to estimate market share position, and because market and industry data is inherently imprecise, subject to interpretation and cannot be verified with complete certainty due to limits on the availability and reliability of raw data, the voluntary nature of the data gathering process, and other limitations and uncertainties inherent in any statistical survey or data collection process. The Company also relies on its own market research and internal data to determine the accuracy of such third-party data.
(vii) Risks related to international sales
The Company currently sells its products in a number of jurisdictions and the sale of the products are subject to a variety of laws that vary by jurisdiction, many of which are unsettled and still developing. There is no assurance that the Company will continue to meet the legal and regulatory requirements applicable to each jurisdiction. Any change in laws or regulations may adversely impact the Company’s ability to sell its products in certain jurisdictions.
In January 2024, the Israeli government notified the Company that it was the subject of the Anti-Dumping Investigation in respect of its cannabis exports to Israel. The Company last shipped products to Israel in Q2 Fiscal 2023. Future shipments to Israel are contingent on, among other factors, customer buying patterns, receipt of applicable import and export permits, and contractual matters. Although the Company believes it is in compliance with international trade law related to its shipments to Israel, the outcome of the Israeli Anti-Dumping Investigation may result in risks to future shipments to Israel including potential imposition of a dumping duty on Israeli importers of Canadian cannabis exports.
(viii) Israel-Hamas war and conditions in Israel
On October 7, 2023, a war began between the terrorist organization Hamas and Israel. The Company continues to monitor the conflict in Israel and its potential impacts on the Company’s business in Israel, including in respect of its sales to Canndoc and collection of its accounts receivable. The extent to which the conflict may continue to impact the Company’s business and activities will depend on future developments which remain highly uncertain and cannot be predicted.
The Company’s commercial insurance may not cover losses that may occur as a result of events associated with war and terrorism. Although the Israeli government currently covers the reinstatement value of direct damages that are caused by terrorist attacks or acts of war, there can be no assurance that this government coverage will be maintained or that it will sufficiently cover potential damages incurred by the Company. Any losses or damages incurred by the Company could have a material adverse effect on its business.
Prior to the Hamas attack in October 2023, the Israeli government pursued extensive changes to Israel’s judicial system, which sparked extensive political debate and unrest. In response to such initiative, many individuals, organizations and institutions, both within and outside of Israel, have voiced concerns that the proposed changes may negatively impact the business environment in Israel including due to reluctance of foreign investors to invest or transact business in Israel as well as to increased currency fluctuations, downgrades in credit rating, increased interest rates, increased volatility in security markets, and other changes in macroeconomic conditions. To the extent that any of these negative developments do occur, they may have an adverse effect on the Company’s business and results of operations.
(ix) Risks relating to IT systems and implementing the new ERP system
The Company’s business operations are managed through a variety of IT systems. Certain of the Company’s key IT systems are dated and require, or are in the process of, modernization. The Company’s IT systems may also be vulnerable to damage or interruption from circumstances beyond the Company’s control, including fire, flood, natural disasters, systems failures, network or communications failures, power outages, public health emergencies, security breaches, cyber-attacks and terrorism. If one of the Company’s key IT systems were to suffer a failure, no assurance can be given that the Company’s backup systems or contingency plans will sustain critical aspects of the Company’s operations, and the Company’s business, results of operations or financial condition could be materially adversely affected. Further, the Company relies on large outsourcing contracts for IT services with major third-party service providers, and if such service providers were to fail or the relationships with the Company were to end, and the Company were unable to find suitable replacements in a timely manner, the Company’s business, results of operations or financial condition could be materially adversely affected.
MANAGEMENT’S DISCUSSION AND ANALYSIS | FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2024 AND FEBRUARY 28, 2023 32
The Company is continually modifying and enhancing its IT systems and technologies to increase productivity, efficiency and security. As new systems and technologies are implemented, the Company could experience unanticipated difficulties resulting in unexpected costs and adverse impacts to its financial reporting and manufacturing and other business processes. When implemented, the systems and technologies may not provide the benefits anticipated and could add costs and complications to ongoing operations, which may have a material adverse effect on the Company’s business, results of operations or financial condition.
The Company has completed the implementation of a new ERP system, which replaced its existing financial and operating systems. The design and implementation of additional modules of the ERP system may require an investment of significant personnel and financial resources, including substantial expenditures for outside consultants, system hardware and software in addition to other expenses in connection with the transformation of the Company’s organizational structure and financial and operating processes.
MANAGEMENT’S DISCUSSION AND ANALYSIS | FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2024 AND FEBRUARY 28, 2023 33
