New CEO Reinvigorates Organizational Focus and
Strategic Discipline; Washington
D.C. Making Headway on Federal CBD Regulatory
Framework
LOUISVILLE, Colo., Nov. 9, 2023
/PRNewswire/ - (TSX: CWEB) (OTCQX: CWBHF), Charlotte's Web
Holdings, Inc. ("Charlotte's Web" or the "Company"), the market
leader in full spectrum hemp extract wellness products, today
reported financial results for the third quarter ended September 30, 2023.
CEO Appointment Signals Strategic Changes
On
September 13, 2023, Charlotte's Web
appointed Bill Morachnick, Chief Executive Officer of
the Company. Mr. Morachnick is an accomplished
executive with a track record of building premium, differentiated
products and brands. He brings an operational and
data-driven mindset fixated on growth through the
integration of marketing, sales, innovation and technology, with a
consumer-centric focus.
"Since I joined Charlotte's Web in the late third quarter, I
have been truly impressed by the talent, passion, and scientific
expertise within the company," stated Bill
Morachnick, the CEO of Charlotte's Web. "Following
less-than-satisfactory third-quarter revenue, we have quickly
mobilized a decisive action plan aimed at streamlining the
organization to restore growth. We have revamped both our
commercial and IT departments and are in the process of upgrading
our operational platforms. Our ultimate goal with these initiatives
is to elevate and fully monetize the consumer e-commerce
experience, leading with data as a guidepost."
Mr. Morachnick has identified three specific areas of
opportunity to simplify, focus and sharpen the corporate strategy
for long-term growth. First, rapid improvement of the Company's
e-commerce platform and performance; second, a holistic integration
of the Company's information technology infrastructure to support
the company's goals; and third, refreshing the brand and integrated
consumer marketing strategies.
Regulatory Update
On September
19, 2023, Charlotte's Web announced its founding membership
in ONE HEMP, a coalition comprised
of top CBD industry stakeholders to support Congress and the U.S.
Food and Drug Administration (FDA) through a science and
data-backed approach to arrive at sensible dietary supplement
regulation. In November, ONE HEMP
secured a forthcoming December 6th
briefing on Capitol Hill.
"It has been five years since the 2018 Farm Bill, and it has
been imperative to take a bold industry-leading approach. Together
with the united front of CBD leaders behind ONE HEMP, this approach is proving successful in
this milestone moment," said Jared
Stanley, Co-Founder and Chief Commercial Officer of
Charlotte's Web. "ONE HEMP's
engagement with legislative stakeholders to further regulatory
clarity and stability for the CBD market demands swift and
consistent action to designate CBD products as dietary supplements.
We're not taking our foot off the pedal until we bring this over
the finish line."
ONE HEMP engaged with Congress
and the FDA with an aligned industry voice through an RFI (Request
for Information) response to the House and Senate committees of
jurisdiction. The submission included a landmark study determining
potential upper oral intake limits for safe CBD usage by consumers.
Recommendations were also provided to help inform legislators and
regulators as they determine manufacturing and labeling
requirements for supplement products containing CBD.
Progress has been encouraging surrounding The Hemp Derived
Consumer Protection and Market Stabilization Act of 2023, (bill
H.R. 1629) which aims to regulate hemp extract products under the
dietary supplement regulatory framework.
Business Review
In early 2023, Charlotte's Web
initiated a plan to move the production of topical products
in-house. This was followed by a decision to also bring gummy
production internally, and in the third quarter construction began
with a modest capital expenditure. On-site manufacturing better
utilizes the Company's existing Louisville production facility, improving
gross margins through increased fixed cost operating leverage. The
initiative aligns with the Company's ongoing efforts to improve
overall operating efficiencies.
"We continuously evaluate opportunities to strengthen margins
through improved operating efficiencies and moved ahead with
strategic optimizations in 2023 to bring the production of our
topicals and gummies on-site," said Jessica
Saxton, Chief Financial Officer of Charlotte's Web. "Gummies
represents the largest sales volumes in our business and insourcing
will improve capacity utilization and fixed cost leverage, while
also optimizing production and supporting long-term operating
margins. We calculate the payback period to be highly favorable,
requiring only a modest increase in capital expenditure. In
addition, internalizing production will also benefit our R&D,
accelerating innovations and speed to market."
Professional Sports League Leadership
Charlotte's
Web's partnership with Major League Baseball© has resulted in
millions of impressions. MLB delivered over 174 million
digital impressions in Q3 alone and as a result, for the month of
September the Company's website experienced a 38% lift in total
sessions. Charlotte's Web activated additional digital media and
on-site product placement with MLB during the postseason and World
Series. The Company's NSF certified for Sport® products have
received placement in every MLB© playoff team's dugout, bullpen,
and clubhouse throughout the postseason.
Following its collaborations with Major League Baseball and
Angel City Football Club in 2022, Charlotte's Web expanded its
leadership in professional sports through a partnership with the
Premier Lacrosse League (PLL). This partnership further cements
Charlotte's Web as a CBD first-mover in the professional sports
industry, with its broad-spectrum CBD NSF certified for Sport®.
Through these partnerships, Charlotte's Web has gained significant
exposure through consistent brand presence with national broadcast
networks such as ABC, ESPN and MLB Network, brand ambassadors, and
social media.
The Company's partnership as the official CBD of the PLL has
provided more than 65 million social logo impressions and over 837
million projected broadcast impressions since the inception of the
partnership, representing over $1.1
million in broadcast media value. PLL has over 200,000
viewers per game and 1.5 million followers on social media. The
Company is optimistic about the value the partnership can bring in
2024.
DeFloria Update
Charlotte's Web expanded into broader
Botanical Wellness in 2023 through the formation of DeFloria LLC
(see April 6, 2023 press release),
with a subsidiary of British American Tobacco PLC (LSE: BATS and
NYSE: BTI), and AJNA BioSciences PBC, a botanical drug development
company. DeFloria was established to pursue a botanical
investigational new drug ("IND") through the FDA drug development
pathway for a botanical drug to target a neurological condition.
During the third quarter, DeFloria initiated a Phase 1 clinical
trial with Nucleus Networks in Brisbane,
Australia. In 2024, and upon completion of Phase 1, DeFloria
expects to file its IND with the FDA and commence Phase 2 clinical
trials.
Financial Review
The following table sets forth
selected financial information for the periods indicated.
|
|
Three Months Ended,
September 30,
|
U.S. $ millions, except
per share data
|
|
2023
|
|
2022
|
|
|
|
|
|
Revenue
|
|
$14.3
|
|
$17.0
|
Cost of goods
sold
|
|
6.4
|
|
8.1
|
Gross profit
|
|
7.9
|
|
8.9
|
|
|
|
|
|
Selling, general and
administrative expenses
Asset
Impairment
|
|
19.9
0
|
|
11.0
1.8
|
Operating
loss
|
|
(12.0)
|
|
(3.9)
|
|
|
|
|
|
|
|
|
|
|
Change in fair value of
financial instruments and other
|
|
(4.0)
|
|
(4.0)
|
Other income,
net
|
|
0.8
|
|
0.3
|
Net loss
|
|
$(15.2)
|
|
$(7.6)
|
Net loss per common
share, basic and diluted
|
|
$(0.10)
|
|
$(0.05)
|
Consolidated net revenue for the third quarter ended
September 30, 2023, was $14.3 million, a decrease from $17.0 million in the third quarter of 2022. CBD
product sales year-to-date remain below expectations due to ongoing
headwinds in the overall CBD category, including regulatory
ambiguities at the federal and state levels, associated customer
and consumer confusion, and competitive crowding and pricing
pressures. The Company believes that continued positive legislative
progress in Washington D.C. for
the regulation of CBD will increase incremental consumer interest
and confidence as well as unlock opportunities to distribute
ingestible products through the mass retailer channel.
Gross profit was $7.9 million, or
55.5% of revenue, as compared to gross profit of $8.9 million, or 52.5% of revenue, in the third
quarter of 2022. The gross margin improvement was primarily
driven by supply chain efficiencies within the quarter.
|
|
Three Months
Ended
|
|
|
|
September
30,
|
|
|
2023
|
|
2022
|
|
Total Revenue - U.S.
$ millions
|
|
$14.3
|
|
$17.0
|
|
Direct-to-consumer
("DTC")
|
|
$9.4
|
|
$11.8
|
|
Business-to-business
("B2B")
|
|
$4.9
|
|
$5.2
|
|
Direct-to-consumer ("DTC") net revenue through the Company's
webstore was $9.4 million, as
compared to $11.8 million in Q3 2022.
The lower e-commerce sales were primarily due to lower organic
traffic and consumer acquisition. Through a recent corporate
reorganization, management is optimizing the effectiveness in this
important channel through a new platform holistically integrated
with marketing to improve the consumer experience. External
resources have also been contracted to support improved traffic and
conversion.
Business-to-business ("B2B") retail net revenue was $4.9 million, as compared to $5.2 million in Q3 2022. The decrease was
primarily due to some of the Company's retail customers exiting the
CBD category or closing retail locations over the past year.
Despite some retailers consolidating the size of their in-store CBD
category over the past two years, Charlotte's Web has increased the
number of retail store locations offering its products in 2023.
The Company recently partnered with Presence brokerage to
accelerate future distribution and execution within the Natural
channel. Presence is the largest brokerage within the Natural
channel and brings experience partnering in the CBD category. For
2023, Charlotte's Web had category-leading distribution gains in
the Natural Products Retail channel, as measured by All Commodity
Volume (ACV), which is the total sales volume of all products sold
in the market.
SG&A Expenses
Total selling, general and
administrative ("SG&A") expenses in the quarter were
$19.9 million, a 31.8% increase from
$15.1 million, excluding a
$4.1 million employee retention tax
credit ("ERC") in Q3 2022. The increased SG&A includes the
amortization of the MLB license and media rights assets of
$2.9 million, which were not present
in the comparable period last year. Excluding these MLB
related expenses, SG&A increased $1.9
million, or 12.6%, year-over-year, driven by timing between
quarters. For the nine months ended September 30, 2023, SG&A expenses were
approximately $57.1 million in 2023
and included $6.8 million expenses
related to the MLB partnership. This compares to $52.7 million for the first nine months of 2022,
excluding the $4.1 million ERC in Q3
2022, and did not have MLB related expenses.
Net Income and Adjusted EBITDA1
Charlotte's
Web reported a net loss of $15.2
million, or ($0.10) per share
basic and diluted, which included $2.9
million of expenses related to MLB in Q3 2023. This compares
to a net loss of $7.6 million, or
($0.05) per share basic and diluted,
in Q3 2022, which included the $4.1
million ERC. Q3 2023 and Q3 2022 both included a non-cash
loss in fair market value of the Company's derivative instruments
in the amount of $4.0 million.
Adjusted EBITDA1 loss for the third quarter of 2023
was $6.4 million, compared to
Adjusted EBITDA of $1.2 million in
the third quarter of 2022.
Balance Sheet and Cash Flow
Net cash used for
operations, for the three months ended September 30, 2023, was $7.8 million and included cash paid to MLB
regarding the license and media rights assets of
$2.0 million.
"Of $10.7 million net cash used in
the third quarter, $2.6 million was
related to capital expenditures related to production insourcing,
$2.0 million for MLB licensing fees,
and $2.4 million in annual insurance
payments. Excluding these items, our cash burn was approximately
$3.7 million for the quarter," said
Ms. Saxton. "We continue to take actions to reduce cash burn to
ensure that our cash balance of $51.0
million at quarter end continues to provide sufficient
working capital."
Net cash used for operations in the nine months ended
September 30 was $12.8 million and $2.6
million in 2023 and 2022, respectively. The Company's
cash and working capital as of September 30,
2023, were $51.0 million and
$59.0 million respectively, compared
to $67.0 million and $82.3 million on December
31, 2022, respectively.
Consolidated Financial Statements and Management's Discussion
and Analysis
The Company's audited consolidated financial
statements and accompanying notes for the three and nine month
periods ended September 30, 2023, and
2022 and related management's discussion and analysis of financial
condition and results of operations ("MD&A"), are reported in
the Company's 10-Q filing on the Securities and Exchange Commission
website at www.sec.gov and on SEDAR at www.sedarplus.ca and will be
available on the Investor Relations section of the Company's
website at https://investors.charlottesweb.com.
Conference Call
Management will host a conference call
to discuss the Company's 2023 third quarter at 11:00 A.M. ET on November
9, 2023.
There are three ways to join the call:
- Register and enter your phone number at
https://emportal.ink/48Adfis to receive an instant automated call
back, or
- Dial 1-416-764-8659 or 1-888-664-6392 approximately 10 minutes
before the conference call and provide conference call ID number
81041541, or
- Listen to the live webcast online.
Earnings Call Replay
A recording of the call will be
available through November 16,
2023. To listen to a replay of the earnings call please dial
1-416-764-8677 or 1-888-390-0541 and provide conference replay ID
041541#. A webcast of the call will also be accessible through the
investor relations section of the Company's website for an extended
period of time.
Subscribe to Charlotte's Web investor news.
About Charlotte's Web Holdings, Inc.
Charlotte's Web Holdings, Inc., a Certified B Corporation
headquartered in Louisville,
Colorado, is the market leader in innovative hemp extract
wellness products under a family of brands that includes
Charlotte's Web™, ReCreate™, CBD Medic™, and CBD Clinic™.
Charlotte's Web whole-plant CBD extracts come in full-spectrum and
broad-spectrum options, including ReCreate™ by Charlotte's Web,
broad-spectrum CBD certified NSF for Sport®. ReCreate is the
official CBD of Major League Baseball©, Angel City Football Club
and the Premier Lacrosse League. Charlotte's Web branded premium
quality products start with proprietary hemp genetics that are
North American farm-grown using organic and regenerative
cultivation practices. The Company's hemp extracts have naturally
occurring botanical compounds including cannabidiol ("CBD"), CBC,
CBG, terpenes, flavonoids, and other beneficial compounds.
Charlotte's Web product categories include CBD oil tinctures
(liquid products) CBD gummies (sleep, calming, exercise recovery,
immunity), CBD capsules, CBD topical creams and lotions, as well as
CBD pet products for dogs. Through its substantially vertically
integrated business model, Charlotte's Web maintains stringent
control over product quality and consistency with analytic testing
from soil to shelf for quality assurance. Charlotte's Web products
are distributed to retailers and health care practitioners
throughout the U.S.A, and online
through the Company's website at
www.charlottesweb.com.
Shares of Charlotte's Web trade on the Toronto Stock Exchange
(TSX) under the symbol "CWEB" and are quoted in U.S. Dollars in
the United States on the OTCQX
under the symbol "CWBHF". As of September
30, 2023, Charlotte's Web had 153,779,856 Common Shares
outstanding.
Subscribe to Charlotte's Web investor news.
© Major League Baseball trademarks and copyrights are used
with permission of Major League Baseball. Visit MLB.com.
Forward-Looking Information
Certain
information provided herein constitutes forward-looking statements
or information (collectively, "forward-looking statements") within
the meaning of applicable securities laws. Forward-looking
statements are typically identified by words such as "may", "will",
"should", "could", "anticipate", "expect", "project", "estimate",
"forecast", "plan", "intend", "target", "believe" and similar words
suggesting future outcomes or statements regarding an outlook.
Forward-looking statements are not guarantees of future performance
and readers are cautioned against placing undue reliance on
forward-looking statements. By their nature, these statements
involve a variety of assumptions, known and unknown risks and
uncertainties, and other factors which may cause actual results,
levels of activity, and achievements to differ materially from
those expressed or implied by such statements. The forward-looking
statements contained in this press release are based on certain
assumptions and analysis by management of the Company in light of
its experience and perception of historical trends, current
conditions and expected future development and other factors that
it believes are appropriate and reasonable.
Specifically, this press release contains forward-looking
statements relating to, but not limited to: organizational changes
and operational platform upgrades, and the impact of these
initiatives on revenue and e-commerce monetization; regulatory
developments and the impact of developments on both consumer action
and the Company's opportunities and operations; activities relating
to, and sponsorship of, legislation to advance regulatory
framework; the impact of insourcing on operating margins, capital
expenditures and R&D; DeFloria's anticipated progress and
activities in 2024; anticipated consumer trends and corresponding
product innovation; anticipated future financial results; the
impact of the Company's partnership with the MLB and PLL on the
Company's exposure and sales; the impact of the Company's new
distribution partners on sales; the Company's ability to increase
online traffic and demographic exposure through new products and
marketing; and the impact of certain activities on the Company's
business and financial condition and anticipated
trajectory.
The material factors and assumptions used to develop the
forward-looking statements herein include, but are not limited to:
regulatory regime changes; anticipated product development and
sales; the success of sales and marketing activities; product
development and production expectations; outcomes from R&D
activities; the Company's ability to deal with adverse growing
conditions in a timely and cost-effective manner; the availability
of qualified and cost-effective human resources; compliance with
contractual and regulatory obligations and requirements;
availability of adequate liquidity and capital to support
operations and business plans; and expectations around consumer
product demand. In addition, the forward-looking statements
are subject to risks and uncertainties pertaining to, among other
things: supply and distribution chains; the market for the
Company's products; revenue fluctuations; regulatory changes; loss
of customers and retail partners; retention and availability of
talent; competing products; share price volatility; loss of
proprietary information; product acceptance; internet and system
infrastructure functionality; information technology security;
available capital to fund operations and business plans; crop risk;
economic and political considerations; and including but not
limited to those risks and uncertainties discussed under the
heading "Risk Factors" in the Company's Annual Report on Form 10-K
for the year ending December 31, 2022
and other risk factors contained in other filings with the
Securities and Exchange Commission available on
www.sec.gov and filings with Canadian securities
regulatory authorities available on www.sedarplus.ca.
The impact of any one risk, uncertainty, or factor on a particular
forward-looking statement is not determinable with certainty as
these are interdependent, and the Company's future course of action
depends on management's assessment of all information available at
the relevant time.
Any forward-looking statement in this press release is based
only on information currently available to the Company and speaks
only as of the date on which it is made. Except as required by
applicable law, the Company assumes no obligation to publicly
update any forward-looking statement, whether as a result of new
information, future events, or otherwise. All forward-looking
statements, whether written or oral, attributable to the Company or
persons acting on the Company's behalf, are expressly qualified in
their entirety by these cautionary statements.
(1) Non-GAAP Measures: The press release contains non-GAAP
measures, including EBITDA and Adjusted EBITDA. Please refer
to the section in the tables captioned "Non-GAAP Measures" below
for additional information and a reconciliation to GAAP for all
Non-GAAP metrics.
CHARLOTTE'S WEB
HOLDINGS, INC.
CONDENSED
CONSOLIDATED BALANCE SHEETS (in thousands, except share
and per share amounts) (unaudited)
|
|
|
September
30,
|
|
December
31,
|
|
2023
(unaudited)
|
|
2022
|
ASSETS
|
|
|
|
Current
assets:
|
|
|
|
Cash and cash
equivalents
|
$
51,016
|
|
$
66,963
|
Accounts receivable,
net
|
2,492
|
|
1,847
|
Inventories,
net
|
22,631
|
|
26,953
|
Prepaid expenses and
other current assets
|
7,605
|
|
7,998
|
Total current
assets
|
83,744
|
|
103,761
|
Property and
equipment, net
|
28,057
|
|
29,330
|
License and media
rights
|
20,019
|
|
26,871
|
Operating lease
right-of-use assets, net
|
15,066
|
|
16,519
|
Investment in
unconsolidated entity
|
11,100
|
|
—
|
SBH purchase option
and other derivative assets
|
3,110
|
|
3,620
|
Intangible assets,
net
|
1,382
|
|
1,771
|
Other long-term
assets
|
1,389
|
|
5,770
|
Total
assets
|
$
163,867
|
|
$
187,642
|
LIABILITIES AND
SHAREHOLDERS' EQUITY
|
|
|
|
Current
liabilities:
|
|
|
|
Accounts
payable
|
$
3,577
|
|
$
4,018
|
License and media
rights payable - current
|
11,734
|
|
7,759
|
Accrued and other
current liabilities
|
7,221
|
|
7,344
|
Lease obligations –
current
|
2,249
|
|
2,306
|
Total current
liabilities
|
24,781
|
|
21,427
|
Convertible
debenture
|
40,394
|
|
37,421
|
Lease
obligations
|
16,240
|
|
17,905
|
License and media
rights payable
|
11,222
|
|
20,383
|
Derivatives and other
long-term liabilities
|
7,492
|
|
13,001
|
Total
liabilities
|
100,129
|
|
110,137
|
Commitments and
contingencies
|
|
|
|
Shareholders'
equity:
|
|
|
|
Common shares, nil par
value; unlimited shares authorized as of
September 30, 2023, and December 31, 2022, respectively;
153,779,856 and 152,135,026 shares issued and outstanding
as of September 30, 2023 and December 31, 2022
|
1
|
|
1
|
Additional paid-in
capital
|
326,875
|
|
325,431
|
Accumulated
deficit
|
(263,138)
|
|
(247,927)
|
Total shareholders'
equity
|
63,738
|
|
77,505
|
Total liabilities
and shareholders' equity
|
$
163,867
|
|
$
187,642
|
CHARLOTTE'S WEB
HOLDINGS, INC.
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE
LOSS (in thousands, except share and per share
amounts)
|
|
|
Three Months
Ended
September 30, (unaudited)
|
|
Nine Months
Ended
September 30,
(unaudited)
|
|
2023
|
|
2022
|
|
2023
|
|
2022
|
|
|
|
|
|
|
|
|
Revenue
|
$
14,294
|
|
$
17,037
|
|
$
47,310
|
|
$
55,271
|
Cost of goods
sold
|
6,365
|
|
8,092
|
|
20,546
|
|
25,291
|
Gross profit
|
7,929
|
|
8,945
|
|
26,764
|
|
29,980
|
|
|
|
|
|
|
|
|
Selling, general and
administrative expenses
|
19,889
|
|
11,032
|
|
57,029
|
|
48,646
|
Asset
Impairment
|
—
|
|
1,822
|
|
—
|
|
1,822
|
Operating
loss
|
(11,960)
|
|
(3,909)
|
|
(30,265)
|
|
(20,488)
|
|
|
|
|
|
|
|
|
Gain on investment in
unconsolidated entity
|
—
|
|
—
|
|
10,700
|
|
—
|
Change in fair value of
financial instruments and other
|
(4,024)
|
|
(4,000)
|
|
5,588
|
|
(3,900)
|
Other income (expense),
net
|
841
|
|
321
|
|
(1,234)
|
|
304
|
Loss before provision
for income taxes
|
(15,143)
|
|
(7,588)
|
|
(15,211)
|
|
(24,084)
|
Income tax
expense
|
—
|
|
—
|
|
—
|
|
—
|
Net loss
|
$
(15,143)
|
|
$
(7,588)
|
|
$
(15,211)
|
|
$
(24,084)
|
|
|
|
|
|
|
|
|
Per common share
amounts
|
|
|
|
|
|
|
|
Net loss per common
share, basic and diluted
|
$
(0.10)
|
|
$
(0.05)
|
|
$
(0.10)
|
|
$
(0.17)
|
CHARLOTTE'S WEB
HOLDINGS, INC. CONDENSED CONSOLIDATED STATEMENTS OF
SHAREHOLDERS' EQUITY (in thousands, except share
amounts) (unaudited)
|
|
|
Common
Shares
|
|
Additional
Paid-in
Capital
|
|
Accumulated
Deficit
|
|
Total
Shareholders'
Equity
|
|
Shares
|
|
Amount
|
|
|
|
Balance—December 31, 2022
|
152,135,026
|
|
$
1
|
|
$
325,431
|
|
$
(247,927)
|
|
$
77,505
|
Common shares issued
upon vesting of restricted share units, net of
withholding
|
297,888
|
|
—
|
|
(69)
|
|
—
|
|
(69)
|
Share-based
compensation
|
—
|
|
—
|
|
375
|
|
—
|
|
375
|
Net income
(loss)
|
|
|
—
|
|
|
|
(2,912)
|
|
(2,912)
|
Balance— March 31,
2023
|
152,432,914
|
|
$
1
|
|
$
325,737
|
|
$
(250,839)
|
|
$
74,899
|
Common shares issued
upon vesting of restricted share units, net of
withholding
|
392,204
|
|
—
|
|
(6)
|
|
—
|
|
(6)
|
Share-based
compensation
|
—
|
|
—
|
|
624
|
|
—
|
|
624
|
Net income
(loss)
|
—
|
|
—
|
|
—
|
|
2,844
|
|
2,844
|
Balance— June 30,
2023
|
152,825,118
|
|
$
1
|
|
$
326,355
|
|
$
(247,995)
|
|
$
78,361
|
Common shares issued
upon vesting of restricted share units, net of
withholding
|
954,738
|
|
—
|
|
(127)
|
|
—
|
|
(127)
|
Share-based
compensation
|
—
|
|
—
|
|
647
|
|
—
|
|
647
|
Net income
(loss)
|
—
|
|
—
|
|
—
|
|
(15,143)
|
|
(15,143)
|
Balance— September
30, 2023
|
153,779,856
|
|
$
1
|
|
$
326,875
|
|
$
(263,138)
|
|
$
63,738
|
|
|
|
|
|
|
|
|
|
|
Balance—December 31, 2021
|
144,659,964
|
|
$
1
|
|
$
319,059
|
|
$
(188,614)
|
|
$
130,446
|
Common shares issued
upon vesting of restricted share units, net of
withholding
|
77,193
|
|
—
|
|
(45)
|
|
—
|
|
(45)
|
Harmony Hemp
contingent equity compensation
|
169,045
|
|
—
|
|
165
|
|
—
|
|
165
|
ATM program issuance
costs
|
239,500
|
|
—
|
|
(2)
|
|
—
|
|
(2)
|
Share-based
compensation
|
—
|
|
—
|
|
1,214
|
|
—
|
|
1,214
|
Net income
(loss)
|
—
|
|
—
|
|
—
|
|
(8,626)
|
|
(8,626)
|
Balance—March 31,
2022
|
145,145,702
|
|
$
1
|
|
$
320,391
|
|
$
(197,240)
|
|
$
123,152
|
Common shares issued
upon vesting of restricted share units, net of
withholding
|
132,463
|
|
—
|
|
(13)
|
|
—
|
|
(13)
|
Share-based
compensation
|
—
|
|
—
|
|
643
|
|
—
|
|
643
|
Net income
(loss)
|
—
|
|
—
|
|
—
|
|
(7,870)
|
|
(7,870)
|
Balance—June 30,
2022
|
145,278,165
|
|
$
1
|
|
$
321,021
|
|
$
(205,110)
|
|
$
115,912
|
Common shares issued
upon vesting of restricted share units, net of
withholding
|
231,207
|
|
—
|
|
(67)
|
|
—
|
|
(67)
|
ATM program issuance
costs
|
—
|
|
—
|
|
(59)
|
|
—
|
|
(59)
|
Share-based
compensation
|
—
|
|
—
|
|
664
|
|
—
|
|
664
|
Net income
(loss)
|
—
|
|
—
|
|
—
|
|
(7,588)
|
|
(7,588)
|
Balance—September 30, 2022
|
145,509,372
|
|
$
1
|
|
$
321,559
|
|
$
(212,698)
|
|
$
108,862
|
CHARLOTTE'S WEB
HOLDINGS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH
FLOWS (in thousands)
|
|
|
Nine Months Ended
September 30,
(unaudited)
|
|
2023
|
|
2022
|
Cash flows from
operating activities:
|
|
|
|
Net loss
|
$
(15,211)
|
|
$
(24,084)
|
Adjustments to
reconcile net loss to net cash used in operating
activities:
|
|
|
|
Depreciation and
amortization
|
11,509
|
|
5,762
|
Change in fair value
of financial instruments and other
|
(5,588)
|
|
3,900
|
Gain on investment in
unconsolidated entity
|
(10,700)
|
|
—
|
Convertible debenture
and other accrued interest
|
2,916
|
|
—
|
Asset
impairment
|
—
|
|
1,822
|
Share-based
compensation
|
1,646
|
|
2,686
|
Changes in
right-of-use assets
|
1,453
|
|
1,877
|
Expected credit
loss
|
1,187
|
|
(89)
|
Inventory
provision
|
730
|
|
1,857
|
Other
|
1,594
|
|
(679)
|
Changes in operating
assets and liabilities:
|
|
|
|
Accounts receivable,
net
|
(1,151)
|
|
2,928
|
Inventories,
net
|
3,593
|
|
112
|
Prepaid expenses and
other current assets
|
(589)
|
|
3,086
|
Accounts payable,
accrued and other liabilities
|
(328)
|
|
(4,238)
|
Operating lease
obligations
|
(1,722)
|
|
(1,665)
|
License and media
rights payable
|
(6,000)
|
|
—
|
Income taxes and other
receivable
|
4,261
|
|
6,575
|
Other operating assets
and liabilities, net
|
(449)
|
|
(2,449)
|
Net cash used in
operating activities
|
(12,849)
|
|
(2,599)
|
Cash flows from
investing activities:
|
|
|
|
Purchases of property
and equipment and intangible assets
|
(3,015)
|
|
(411)
|
Proceeds from sale of
assets
|
119
|
|
354
|
Net cash used in
investing activities
|
(2,896)
|
|
(57)
|
Cash flows from
financing activities:
|
|
|
|
Other financing
activities
|
(202)
|
|
(325)
|
Net cash used in
financing activities
|
(202)
|
|
(325)
|
Net decrease in cash
and cash equivalents
|
(15,947)
|
|
(2,981)
|
Cash and cash
equivalents —beginning of period
|
66,963
|
|
19,494
|
Cash and cash
equivalents —end of period
|
$
51,016
|
|
$
16,513
|
(1) Non-GAAP Measures – EBITDA and Adjusted
EBITDA
Earnings before interest, taxes, depreciation, and
amortization ("EBITDA") is not a recognized performance measure
under U.S. GAAP. The term EBITDA consists of net loss and
excludes interest, taxes, depreciation, and amortization.
Adjusted EBITDA also excludes other non-cash items such as changes
in fair value of financial instruments (Mark-to-Market),
Share-based compensation, and impairment of assets. These non-GAAP
financial measures should be considered supplemental to, and not a
substitute for, our reported financial results prepared in
accordance with GAAP. The non-GAAP financials measures do not
have a standardized meaning prescribed under U.S. GAAP and
therefore may not be comparable to similar measures presented by
other issuers. The primary purpose of using non-GAAP
financial measures is to provide supplemental information that we
believe may be useful to investors and to enable investors to
evaluate our results in the same way we do. We also present the
non-GAAP financial measures because we believe they assist
investors in comparing our performance across reporting periods on
a consistent basis, as well as comparing our results against the
results of other companies, by excluding items that we do not
believe are indicative of our core operating performance.
Specifically, we use these non-GAAP measures as measures of
operating performance; to prepare our annual operating budget; to
allocate resources to enhance the financial performance of our
business; to evaluate the effectiveness of our business strategies;
to provide consistency and comparability with past financial
performance; to facilitate a comparison of our results with those
of other companies, many of which use similar non-GAAP financial
measures to supplement their GAAP results; and in communications
with our board of directors concerning our financial performance.
Investors should be aware, however, that not all companies define
these non-GAAP measures
consistently.
Adjusted EBITDA for the three and nine months ended September 30, 2023, and 2022 is as follows:
|
|
Three Months
Ended
September
30
(Unaudited)
|
|
Nine Months
Ended
September
30
(Unaudited)
|
U.S. $
Thousands
|
|
2023
|
|
2022
|
|
2023
|
|
2022
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
(15,143)
|
|
$
(7,588)
|
|
$
(15,211)
|
|
$
(24,084)
|
|
|
|
|
|
|
|
|
|
Depreciation of
property and
equipment and amortization of
intangibles
|
|
3,741
|
|
1,822
|
|
11,509
|
|
5,762
|
|
|
|
|
|
|
|
|
|
Interest (income)
expense
|
|
289
|
|
(88)
|
|
1,436
|
|
(69)
|
|
|
|
|
|
|
|
|
|
EBITDA
|
|
(11,113)
|
|
(5,854)
|
|
(2,266)
|
|
(18,391)
|
|
|
|
|
|
|
|
|
|
Stock Comp
|
|
647
|
|
664
|
|
1,646
|
|
2,686
|
Mark-to-market
financial instruments
|
|
4,024
|
|
4,000
|
|
(5,588)
|
|
3,900
|
Gain on Initial
Investment in DeFloria
|
|
-
|
|
-
|
|
(10,700)
|
|
-
|
Adjusted
EBITDA
|
|
$ (6,442)
|
|
$
(1,190)
|
|
$ (16,908)
|
|
$
(11,805)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Certain prior year amounts in the table above have been
conformed to the current year presentation in accordance with how
the Company is defining the EBITDA and Adjusted EBITDA calculation
on September 30, 2023
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SOURCE Charlotte's Web Holdings, Inc.