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Filed by newsfilecorp.com INTRODUCTION This Management's Discussion and Analysis dated

Key Takeaway: This Management's Discussion and Analysis dated July 12, 2021 (this "MD&A"), should be read in conjunction with the condensed consolidated interim financial statements (the "Interim Financial Statements") of Organigram Holdings Inc. (the "Company" or "Organigram") for the three a

Full Press Release Details

This Management's Discussion and Analysis dated July 12, 2021 (this "MD&A"), should be read in conjunction with the condensed consolidated interim financial statements (the "Interim Financial Statements") of Organigram Holdings Inc. (the "Company" or "Organigram") for the three and nine months ended May 31, 2021 ("Q3 Fiscal 2021") and the audited consolidated financial statements for the year ended August 31, 2020 (the "Annual Financial Statements"), including the accompanying notes thereto.
Financial data in this MD&A is based on the Interim Financial Statements of the Company for the three and nine months ended May 31, 2021, and has been prepared in accordance with International Accounting Standard 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 oil calculations.
The financial data in this MD&A 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") but are used by management to assess the financial and operational performance of the Company. These include, but are not limited to, the following:
Yield per plant (in grams);
Target production capacity;
Adjusted gross margin; and
The Company believes that these non-IFRS financial measures and operational performance 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 financial performance measures are defined in the sections in which they appear. Adjusted gross margin and adjusted EBITDA are reconciled to IFRS in the "Financial Review and Discussion 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.
The Company has decided to discontinue reporting cost-of-cultivation as a non-IFRS financial measure, on the basis that due to the absence of standardized methods for calculating non-IFRS financial measures, and widely varying inputs and methodologies used in the industry for metrics of this nature, the information is difficult to compare and potentially confusing.
The Company's wholly-owned subsidiary, Organigram Inc., 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 regulated by Health Canada. The Company's wholly-owned subsidiary, The Edibles and Infusions Corporation ("EIC") is also licensed under the Cannabis Act as described below.
The Company's head and 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 to its Vice President, Investor Relations, Amy Schwalm, at (416) 704-9057 or by email to investorrelations@organigram.ca.
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.sedar.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 has been 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) and Winnipeg Facility (as defined herein) licensing and target 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 with BAT (as defined below);
Expectations regarding the prospects for the Company's newly acquired subsidiary EIC;
The impact of the current global health crisis caused by COVID-19 (as defined below);
Expectations around demand for cannabis and related products, future opportunities and sales including the relative mix of medical versus adult-use recreational products, the relative mix of products within the adult-use recreational category including wholesale, the Company's financial position, future liquidity and other financial results;
Legislation of additional cannabis types and forms for adult-use in Canada including regulations relating thereto 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;
Strategic investments and capital expenditures, and expected related benefits;
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 and guidelines, including those relating to the recreational and/or medical cannabis markets;
The price of cannabis and derivative cannabis products;
Expectations around the introduction of new genetics;
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 the Common Shares;
The treatment of the Company's business under governmental regulatory regimes and tax laws, including the Excise Act (as defined herein) and the renewal of the Company's license thereunder and the Company's ability to obtain export licenses from time to time;
The Company's growth strategy, targets for future growth and forecasts of the results of such growth;
Expectations concerning access to capital and liquidity and the Company's ability to access the public markets to fund operational activities and growth;
The Company's ability to remain listed on 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;
Moncton Campus expansion plans, capital expenditures, current and targeted production capacity and timing thereof; and,
Expectations concerning Q4 Fiscal 2021 performance.
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 that 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; dependence on senior management, the board of directors of the Company (the "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; industry competition; general economic conditions and global events including COVID-19 retail store closures or reduced sales at retail stores or otherwise due to COVID-19; heightened economic and industry uncertainty as a result of COVID-19 and governmental action in respect thereto including with respect to impacts on production, operations, product development, new product launches, disclosure controls and procedures or internal control over financial reporting, including as they may be impacted by delays in remediation due to work from home policies and other COVID-19 impacts, demand for products and services, third-party suppliers or service providers, and any existing or new international business partnerships; production facilities running at less than full capacity due to reduced workforce for reasons related to COVID-19 (as described herein) and market demand; potential supply chain and distribution disruptions; product development, 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; expected number of medical and adult-use recreational cannabis users in Canada and internationally; 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 (as defined herein) 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 Rec 2.0 products (as defined herein), and the sufficiency of the retail networks to supply such demand; ability to enter and participate in international market opportunities; general economic, financial market, regulatory, industry and political conditions affecting the Company; 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 controls over financial reporting and disclosure controls and procedures; and, other risks and factors described from time to time in the documents filed by the Company with securities regulators. Material factors and assumptions used in establishing forward-looking information include that construction and production activities will proceed as planned, and demand for cannabis and related products will change in the manner expected by management, in each case after taking into account any impacts related to COVID-19 that are currently known or predicted by management based on the limited information available and the fluidity and uncertainty of the crisis. 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.SEDAR.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.
NATURE AND HISTORY OF THE COMPANY'S BUSINESS
The Company's wholly-owned subsidiary Organigram Inc. is a Licensed Producer of cannabis under the Cannabis Act.
The Company conducts most of its operations at its facility located in Moncton, New Brunswick. The Company has expanded its main facility over time to create additional production capabilities by strategically acquiring land and buildings adjacent to the main facility (together, the "Moncton Campus"). While the Company has substantially completed its expansion at the Moncton Campus with respect to cannabis production capacity, it is in the final phases of completing its refurbishment with respect to derivative products allowed for legal sale by Licensed Producers such as the Company under amendments to the Cannabis Act ("Rec 2.0").
Patients order medical cannabis dried flower and cannabis derivative products from the Company primarily through the Company's online store or by phone. Medical cannabis dried flower and cannabis derivative products are and will continue to be delivered by secure courier or other methods permitted by the Cannabis Act. The Company's prices vary based on grow time, strain yield and market conditions.
The Company is also authorized for wholesale shipping of cannabis plant cuttings, dried flower, blends, pre-rolls and cannabis derivative-based products to approved retailers and wholesalers for adult-use recreational cannabis under the individual provincial and territorial regulations as per the Cannabis Act.
On April 6, 2021, the Company expanded its manufacturing and production footprint with the purchase of EIC located in Winnipeg, Manitoba. EIC holds a Research License and Standard Processing license under the Cannabis Act, and is in the process of completing its application to add the sale of Rec 2.0 products, including cannabis edibles, to its standard processing license. As a newly acquired wholly owned subsidiary, EIC will enable the Company to penetrate a new product category and gain access to EIC's expertise in the confectionary space. EIC is also expected to provide the Company with a share of the cannabis infused gummies market.
BUSINESS ENVIRONMENT
The Company's business and activities are heavily regulated. The Company's AIF contains a more detailed description of the regulatory framework of the Company's business as of the date of the AIF. The following provides a description of recent regulatory developments that have the potential to impact the Company's performance.
Current Regulatory Landscape
Medical cannabis has been legal in Canada since 2001 under various regulatory regimes. On June 20, 2018, the Government of Canada passed the Cannabis Act to allow regulated and restricted access to cannabis for adult-recreational users. The Cannabis Act came into force on October 17, 2018.
The Cannabis Act creates a strict legal framework for controlling the production, distribution, sale and possession of cannabis in Canada. The Cannabis Act allows adults to legally possess and use cannabis and therefore the possession of small amounts of cannabis is no longer a criminal offence. It also made it a specific criminal offence to sell cannabis to a minor and created significant penalties for those who engage young Canadians in cannabis-related offences.
On November 9, 2018, Health Canada issued a license to the Company under the Cannabis Act for standard cultivation, standard processing and sale for medical purposes (the "License"). On October 21, 2019, Health Canada amended the License to expand the classes of cannabis products that may be sold to adult-use recreational sales channels or sold for medical purposes, to include cannabis topicals, cannabis extracts and edible cannabis. The License has also been amended to add additional growing, processing, drying and storage rooms. The Company received Health Canada's approval for the renewal of the License effective March 20, 2020. The License is valid until March 20, 2023 and is subject to customary terms and conditions.
The Company also holds a cannabis license under the Excise Act, 2001 (the "Excise Act") which was renewed on October 17, 2020 and expires on October 16, 2022. All Licensed Producers who are authorized to cultivate, produce and package cannabis products are also required to hold a cannabis license under the Excise Act from the Canada Revenue Agency.
The Company received its research and development license (the "Research License") from Health Canada on October 23, 2019 to conduct further in-house research. The activities authorized under the Research License have and will continue to support the Company's plans to commercialize cannabis products for Rec 2.0.
The Company's newly acquired subsidiary EIC also holds licenses from Health Canada as described herein.
The Company intends to renew its licenses prior to expiry.
Edibles and Derivative Products Regulation
The Cannabis Act was amended in 2019 to include provisions that came into force on October 17, 2019 relating to the legal sale by Licensed Producers, such as the Company, of a range of new cannabis product forms such as: "edible cannabis", "cannabis extracts" and "cannabis topicals".
Certain provinces have imposed restrictions on the launch and sale of edible and vaporizable products in their markets, including Quebec and Newfoundland and Labrador. Alberta lifted its previously announced ban on vaporizable cannabis products on February 14, 2020. Additionally, in February 2021 Health Canada announced its intent to restrict the use of flavours in vaporizable products in the near future. As the market and regulations continue to develop the impact of these announcements is not readily determinable at this time.
A limited selection of Rec 2.0 products began to appear gradually in physical and online stores in the latter half of December 2019. Licensed Producers are required to provide 60-days prior notice to Health Canada of their intent to sell any new products and such notices could not be given until the new product forms were legalized on October 17, 2019.
See "Canadian Adult-Use Recreational Market 2.0" in this MD&A.
KEY QUARTERLY FINANCIAL AND OPERATING RESULTS
Q3-2021 Q3-2020 CHANGE % CHANGE
Financial Results
Gross revenue $ 29,105 $ 22,421 $ 6,684 30%
Net revenue $ 20,324 $ 18,021 $ 2,303 13%
Cost of sales $ 23,381 $ 44,375 $ (20,994 ) (47)%
Gross margin before fair value adjustments and other charges $ (3,057 ) $ (26,354 ) $ 23,297 (88)%
Gross margin % before fair value adjustments and other charges(1) (15)% (146)% 131% (90)%
Operating expenses $ 14,334 $ 49,093 $ (34,759 ) (71)%
Adjusted EBITDA (2) $ (10,182 ) $ (2,138 ) $ (8,044 ) 376%
Net loss $ (4,008 ) $ (89,871 ) $ 85,863 (96)%
Net cash (used in) provided by operating activities (3) $ (10,754 ) $ 313 $ (11,067 ) (3,536)%
Adjusted Gross Margin (4) $ (722 ) $ 4,114 $ (4,836 ) (118)%
Adjusted Gross Margin % (4) (4)% 23% (27)% (117)%
Financial Position
Working capital $ 245,788 $ 131,074 $ 114,714 88%
Inventories and biological assets $ 46,638 $ 100,634 $ (53,996 ) (54)%
Total assets $ 576,715 $ 433,677 $ 143,038 33%
Operating Results
Kilograms harvested - dried flower 8,379 4,741 3,638 77%
Kilograms sold - dried flower 8,509 2,995 5,514 184%
Note 1: Equals gross margin before fair value adjustments (as reflected in the Interim Financial Statements) divided by net revenue.
Note 2: Adjusted EBITDA is a non-IFRS measure that the Company defines as net income (loss) before: interest expense, net of investment income; income tax expense (recovery); depreciation, amortization, impairment, and gain (loss) on disposal of PP&E (per the statement of cash flows); share-based compensation (per the statement of cash flows); share of loss and impairment loss from loan receivable and investments in associates; unrealized loss (gain) on changes in fair value of contingent consideration; expenditures incurred in connection with the NASDAQ cross-listing; the fair value adjustment to biological assets, inventories sold, and other charges; write-offs and impairment of inventories and biological assets; write-downs of inventory to net realizable value; COVID-19 related charges, net of any government subsidies; legal provisions; and share issuance costs allocated to derivative liabilities and the change in fair value of derivative liabilities. See the cautionary statement regarding non-IFRS financial measures in the "Introduction" section at the beginning of this MD&A and the reconciliation to IFRS measures in the Financial Results and Review of Operations section of this MD&A.
Note 3: Q3 Fiscal 2020 net cash used in operating activities has been calculated based on a correction of a presentation error of net cash used in operating activities (refer to Note 24 of the Interim Financial Statements). Fiscal 2021 quarter-to-date and year-to-date net cash used in operating activities is correctly stated as per the Interim Financial Statements.
Note 4: Adjusted gross margin is a non-IFRS measure that the Company defines as net revenue less: (i) cost of sales, before the effects of fair value changes to biological assets, inventories sold, and other charges; excluding (ii) write-offs and impairment of inventories and biological assets; (iii) write-downs to net realizable value; (iv) COVID-19 related charges; and (v) unabsorbed overhead relating to underutilization of the production facility, most of which is related to non-cash depreciation expense. See the cautionary statement regarding non-IFRS financial measures in the "Introduction" section at the beginning of this MD&A and the reconciliation to IFRS measures in the Financial Results and Review of Operations section of this MD&A. Adjusted gross margin % equals adjusted gross margin divided by net revenue.
For the three months ended May 31, 2021, the Company reported $20,324 in net revenue. Of this amount $16,839 (83%) was attributable to sales to the adult-use recreational market, $2,015 (10%) to the medical market and $1,470 (7%) to the wholesale market and other revenues, with the balance of sales generated from the international market. Q3 Fiscal 2021 net revenue increased 13%, or $2,303, from the prior year comparative period's net revenue of $18,021, primarily due to an increase of $1,491 in adult-use recreational revenue, $1,438 wholesale revenue to Licensed Producers, which was partly offset by a decrease in medical revenue of $535 and a lower average net selling price ("ASP") compared to the prior year comparative period. Net revenue from the adult-use recreational market was higher by $1,491 (10%), largely due to $2,975 in provision for sales returns and price adjustments in Q3 Fiscal 2020. Excluding any sales returns and price adjustments, adult-use recreational net revenue was lower than the same prior year period, despite an increase in sales volumes, largely as a result of a higher proportion of value oriented product sold in Q3 2021 (which carry a lower average selling price).
Dried flower comprised 89% of net revenue in the quarter. The ASP of dried flower decreased to $2.12 per gram on a quarter-over-quarter basis compared to $3.89 per gram for Q3 Fiscal 2020, as both the Company and the Canadian cannabis industry experienced general price compression in the adult-use recreational and medical markets as these markets matured, and 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. The Company is committed to refining its product mix as customer preferences evolve and continues to revitalize its higher margin Edison branded flower products.
Sales volumes of dried flower in grams increased 184% to 8,509 kg in Q3 Fiscal 2021 compared to 2,995 kg in the prior year comparative quarter, primarily as a result of a shift towards large format value products, as well as the contribution of wholesale dried flower sales in the amount of 830 kg.
Cost of sales for the three months ended May 31, 2021 decreased to $23,381 compared to $44,375 in the prior year comparative period, primarily as a result of higher inventory write-downs, and provisions and charges related to a reduced workforce due to COVID-19 in Q3 2020. Included in Q3 Fiscal 2021 cost of sales is a write-off of excess and unsaleable inventories of $610 related to provisions for unsaleable inventories and to reflect an estimated decline in selling prices. Additionally, $1,726 was incurred with respect to unabsorbed fixed overhead costs as a result of lower production volumes relative to capacity at the Moncton Campus. The prior fiscal year's comparative period had inventory write-downs and provisions of $22,601 charges related to a reduced workforce due to COVID-19 of $5,901 as well as unabsorbed fixed overhead costs of $1,964.
GROSS MARGIN BEFORE FAIR VALUE ADJUSTMENTS AND ADJUSTED GROSS MARGIN
The Company realized gross margin before fair value adjustments for the three months ended May 31, 2021 of ($3,057), or (15%) as a percentage of net revenue, compared to ($26,354), or (146%), in the prior year comparative period. The increase in gross margin before fair value adjustments as a percentage of net revenue is largely due to higher net revenue and lower cost of sales in Q3 2021 as described above.
Adjusted gross margin1 for the three months ended May 31, 2021 was ($722), or (4%) as a percentage of net revenue, compared to $4,114, or 23%, in the prior year's quarter. This was largely due to a shift in the sales mix to value priced products and brands, which carry a lower ASP. Please refer to the "Financial Review and Discussion of Operations" section of this MD&A for a reconciliation of net revenue to adjusted gross margin.
General and administrative, sales and marketing, and share-based compensation expense were collectively $14,334 for Q3 Fiscal 2021, which was higher than $11,353 in Q3 Fiscal 2020, primarily due to an increase in audit fees (related to the Company's regulatory requirement to obtain an integrated audit opinion for the first time for its Fiscal 2021 annual financial statements), general office expenses in connection with the establishment of the CoE (as defined below), such expenses being equally shared with BAT, and the EIC acquisition, as well as cultivation-related research and development costs, which was partly offset by decreased share-based compensation expenses and lower advertising and promotion expenses.
Negative adjusted EBITDA2 was $10,182 in Q3 Fiscal 2021 compared to negative adjusted EBITDA of $2,138 in Q3 Fiscal 2020. The increase in negative adjusted EBITDA is primarily attributed to the decrease in adjusted gross margin as well as higher general and administrative costs in Q3 Fiscal 2021, both as described above. Please refer to the "Financial Review and Discussion of Operations" section of this MD&A for a reconciliation of net loss to adjusted EBITDA.
The net loss was $4,008 in Q3 Fiscal 2021 compared to a net loss of $89,871 in Q3 Fiscal 2020. The decrease in net loss was primarily attributed to higher gross margin as described above as well as the $37,740 impairment of property, plant and equipment recorded in Q3 Fiscal 2020.
1 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.
2 Adjusted EBITDA is a non-IFRS financial measure. See the cautionary statement regarding non-IFRS financial measures in the "Introduction" section of this MD&A.
Working capital as at May 31, 2021 increased to $245,788 from $141,123 as at August 31, 2020 mainly due to the $220,037 in net proceeds received from BT DE Investment Inc.'s ("BAT") strategic investment, $31,109 of which is a non-current asset (restricted funds), $64,839 in net proceeds received from the November 2020 unit offering and a decrease in inventories of $29,921. These were offset by repayments of long-term debt of $115,020 and cash used in operating activities during the quarter. $3,925 was initially recorded as a derivative liability related to the BAT transaction and revalued at quarter end at $4,029. The derivative liability relates to the top-up rights provided to BAT in the Investor Rights Agreement to subscribe for up to an aggregate number of shares to maintain its ownership percentage in relation to any exempt distributions (i.e. shares issued pursuant to exercise, conversion or exchange of any convertible securities and issued as purchase price consideration in connection with an acquisition), at the same price or, if such price is not permitted pursuant to applicable securities laws, at the lowest price permitted thereunder. This right is an embedded derivative that allows BAT to obtain shares at potentially favourable conditions and requires recognition of a derivative liability at the date of the transaction and subsequent remeasurement at fair value through profit and loss in each period.
KEY DEVELOPMENTS DURING THE QUARTER AND SUBSEQUENT TO MAY 31, 2021 COVID-19 CORPORATE ACTION PLAN
In March 2020, the World Health Organization declared the outbreak of a novel strain of coronavirus ("COVID-19") a global pandemic. Government measures to limit the spread of COVID-19, including the closure of non-essential businesses for periods of time, continued to disrupt the Company's operations during the three-month period ended May 31, 2021, which disruption remains ongoing.
The production and sale of cannabis have been recognized as essential services across Canada and non-essential businesses have had periods of reopening, however COVID-19 pandemic related challenges persist. Due to the ongoing developments and uncertainty, it is not possible to predict the continuing impact that COVID-19 will have on the Company, its financial position, its operating results and/or its cash flows. In addition, it is possible that estimates in the Company's financial statements will change in the near-term as a result of COVID-19 and the effect of any such changes could be material, which could result in, among other things, an impairment of long-lived assets including intangible assets. The Company continues to closely monitor the impact of COVID-19 on all aspects of its business.
On April 6, 2020, the Company announced the temporary layoff of approximately 45% of its workforce primarily in an effort to help contain COVID-19. The Company offered voluntary layoffs to certain staff and those who accepted made up the majority of the layoffs. In some cases, due to the impacts of COVID-19, some administrative, support and other functions were deemed non-essential to the short-term needs of the business and those employees were temporarily laid off. The temporary layoffs were initiated on March 24, 2020. Lump-sum payments (equating to approximately two weeks of work) were paid to the affected employees to help bridge the gap to available government programs. In addition, the Company absorbed the employee paid portion of health, dental and short-term disability premiums for all employees during this difficult time. The impact of these temporary layoffs resulted in a charge of approximately $0.7 million during the month of April 2020, which is primarily associated with the lump sum payments provided to these employees. The Company also put in place a number of health and safety measures during Q3 and Q4 2020, which continue to be in place, including, but not limited to, the following:
An emergency response team was established to monitor pandemic updates, review safety protocols, assess public health risk and develop action plans;
Moved to a work from home environment for any functions not required onsite;
Implemented travel restrictions for work related travel, restricted visitor access to the Company's facilities and imposed self-isolation for any employees who may have had symptoms of COVID-19 and/or returned from international travel as of March 13, 2020;
Increased focus on sanitation and social distancing, with additional hand sanitizing stations throughout the Moncton Campus, cleaning and sanitizing of high touch surfaces, and additional cleaning in common areas;
Imposed restrictions on large meetings and gatherings, opting for web-based meetings and teleconferencing;
Mandatory reporting of any hourly employee absence to an attendance phone line including specific reporting of any COVID-19 symptoms; and
Reminders of measures to reduce risk of infection and prevent spread including washing hands and avoiding contact with faces.
Effective May 13, 2020, the Company began to implement a staggered return-to-work plan.
During Q2 Fiscal 2021, the Company initiated two temporary shutdowns at its Moncton Campus facility in response to positive COVID-19 test results. During these temporary shutdowns, deep cleaning of the Moncton Campus was undertaken consistent with the Company's COVID response plan and cooperation with New Brunswick Public Health prior to the Moncton Campus being inspected and cleared to reopen. Each temporary shutdown lasted between two to three days. These temporary shutdowns were coordinated with New Brunswick Public Health and in conjunction with the mobilization of the Company's COVID response team. Contact tracing was also conducted, which resulted in a significant number of employees off work and isolating at home. As of the date of this MD&A, the Company has approximately 693 employees, with 628 working out of the Moncton Campus. As announced on June 3, 2021, the Company has been and continues to add to its Moncton workforce as it increases cultivation levels and fills positions for the research and development positions created for the CoE. The Company is also adding employees in Winnipeg, Manitoba for its subsidiary EIC.
On March 11, 2021, the Company announced it had added Mr. Jeyan Heper to the Board of Directors, as one of the two nominees that BAT is entitled to nominate in connection with BAT's strategic investment in the Company and the product development collaboration (described below). Mr. Heper, who is a Group Category Director at BAT, has over 23 years of diverse management, strategic leadership, and mergers and acquisitions experience at global companies including BAT, Procter & Gamble, Danone and LifeStyles Healthcare. His expertise includes growing value and volume share through global brand and equity building and consumer marketing. Both BAT nominees are expected to bring deep R&D, product and strategic expertise to further complement the Board of Director's existing capabilities as well as extend its international presence. Further particulars regarding BAT's second nominee and that nominee's credentials will be provided upon appointment.
On May 3, 2021, the Company announced that Greg Engel had stepped away from his role as CEO and that, he would continue to act as a special advisor to the Board of Directors through a transition period until a new permanent CEO is appointed. Peter Amirault, chair of the Board of Directors, has been appointed by the Board of Directors to serve as executive chair on an interim basis, and to oversee the day-to-day management of the Company until a permanent CEO is appointed. During this period, Geoff Machum, chair of the Board's Governance and Nominating Committee, will serve as the independent lead director.
On May 10, 2021, the Company announced the appointment of Borna Zlamalik as the Company's Vice President of Innovation who is an accomplished consumer packaged goods marketer. Mr. Zlamalik most recently served as Vice President, Marketing & Communications, for The Valens Company, and has held senior roles in the past. Mr. Zlamalik will draw upon his international expertise in cannabis and cannabinoid-based product advancement, commercialization, and pricing strategy to direct consumer product innovation. Mr. Zlamalik will oversee all R&D and product development and he will also sit as one of Organigram's representatives on the steering committee for the recently announced CoE.
On May 31, 2021, the Company announced the appointment of Megan McCrae as the Company's Senior Vice President of Marketing and Communications. Ms. McCrae has 17 years of experience in consumer packaged goods marketing and sales management, brand building and consumer insights. Ms. McCrae is a cannabis industry veteran, having most recently served as Chief Marketing Officer of Aphria Inc. where she led the company's brand and product strategy including brand and portfolio management, consumer insights, innovation and digital strategy. She also held the position of Board Chair on the Cannabis Council of Canada (C3) where she worked closely with industry leaders and regulators, including Health Canada, on advocacy efforts to advance the Canadian cannabis industry nationally and globally.
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Last updated: Jul 12, 2021