HEXO Reports Second Quarter 2022 Results, Embarks on Transformative Plan

HEXO Corp. , a leading producer of high-quality cannabis products, today reported its financial results for the fiscal quarter ended January 31, 2022 (Q2’22). The quarter was focused on realigning its balance sheet to position HEXO for growth and consequently included significant impairments. All amounts are expressed in Canadian dollars unless otherwise noted.

Q2 2022 Key Financial Highlights

• Total net revenues of $52.8 million hit second consecutive quarterly high, a 61% increase compared to Q2’21
• Adjusted gross margin improvement quarter over quarter from 25% to 36%
• Adjusted EBITDA increased by $5.6 million from $(11.2) million to $(5.6) million
• Completes write-down of $616 million in impairments, eliminating past issues and enabling a clean slate for future growth:
  • $100 million of impairment losses on property, plant and equipment as management performed an assessment of its new and existing consolidated production capability and asset base
  • $141 million of impairment of intangible assets and $375 million of impairment on goodwill as management underwent a revision of forecasts and budgets to align to the Path Forward and the Company’s consolidated capabilities across all subsidiaries
• As of the end of its second quarter, the Company was not in compliance with the positive Adjusted EBITDA covenant set forth in the Senior Convertible Note (“Secured Note”) which has a fair value of 115% of the outstanding principal amount under the Secured Note, resulting in a net fair value loss of $56 million. Subsequent to quarter end, the Noteholder irrevocably waived, on a temporary basis, any rights in relation to the breach of that covenant of the ‎‎Company.
• HEXO’s financial condition is positioned to be significantly strengthened by the proposed restructuring of the debt, allowing for access to up to approximately $282M in cash:
  • $102M in unrestricted cash
  • $180M through an equity backstop commitment from KAOS Capital and partners
• Achieved international sales growth of 36% from Q1’22 and 312% from Q2’21, including the international sales from Zenabis – comprising 54% of the quarter’s net sales – which grew 91% quarter-over-quarter.

“Since joining HEXO in November, my top priority has been to clean up a very challenged balance sheet as a result of the Secured Note that was previously put in place,” said Scott Cooper, President & CEO of HEXO. “We’re now on the path to establishing a strong foundation that we expect will, once finalized, enable us to become a cash flow positive business within the next four quarters, along with continuing to grow our significant market share.”

“This has been a transformational quarter for the Company and we’re very pleased with the progress we’ve made on a number of fronts,” said Mark Attanasio, Chair of the Board and Executive Chair of HEXO. “We’ve finalized terms of a number of proposed agreements, including the recently announced strategic investment from Tilray, that will, once finalized, restructure the more onerous repayment and liquidity terms of the Secured Note. We expect this much improved structure will allow us to accelerate our growth path and unlock the full potential of the organization.”

Update on The Path Forward
The “Path Forward” is a strategic plan that utilizes HEXO’s current assets and capabilities to drive accelerated organic growth, build market share and become operationally cash flow positive within the next four quarters¹.

The Path Forward includes five priorities:

1. Continue to reduce manufacturing and production costs
2. Streamline and simplify the organizational structure
3. Realize cost synergies from acquisitions and recent plant closures
4. Focus on revenue management, including more disciplined pricing
5. Accelerate growth through organic market share gains and capture missed revenue opportunities

This plan is underpinned by specific actions to fortify the balance sheet, strengthen the leadership team and enhance corporate governance, which are on track for execution.

The plan is expected to generate incremental run-rate cash flow of $37.5 million in fiscal 2022 and an additional $135 million of cash flow in fiscal 2023, for a total of $172.5 million over the two years, through a combination of cost reductions and anticipated revenue growth.

Reduce Manufacturing and Production Costs
The Company expects to reduce manufacturing and production costs by leveraging existing capabilities across facilities. The Company is actively applying best practices and learnings from its highest-margin categories and top facilities across its entire operations, to improve and optimize productivity.

The Company has identified approximately $30 million in annual savings through optimization of HEXO’s production network and leveraging the capacities of its recent acquisitions. This includes transitioning from co-packaging agreement towards in-house production capabilities, leveraging HEXO’s scale to deliver on procurement savings and reconfiguring the Company’s production network to achieve greater efficiencies; for example, moving vape production and distillate production to the Redecan facility.

Streamline and Simplify the Organizational Structure
The Company expects to streamline and simplify its organizational structure and more closely align operating costs with its size. These cost reductions will be achieved through a combination of reduced reliance on outside consultants, streamlining the organization as a new IT platform is implemented, right-sizing the organization, and realizing the synergistic benefits of the recent acquisitions. These initiatives are expected to represent a 30% reduction in the Company’s SG&A by fiscal year end 2023.

Part of these initiatives is the reduction of 180 positions subsequent to second quarter end, resulting in savings of approximately $15 million on an annualized basis. Half of these positions were related to the previously announced closure of the Stellarton facility. The remaining reductions were related to reducing back-office positions where there is significant overlap as a result of recent acquisitions, simplifying HEXO’s operating model to drive clearer accountability and de-layering management.

Cost Synergies
The Company expects to continue to deliver on synergies as a result of its recent acquisitions.

Revenue Management
HEXO will focus on revenue management, including more disciplined pricing across our entire range. By leveraging its brand continuum, HEXO is able to differentiate itself across features and price, balancing its approach to both volume and profit.

Accelerate Organic Growth
To increase revenue, the Company plans to accelerate growth through organic market share gains and capture revenue opportunities through enhanced demand planning. For example, in the past, the Company was able to satisfy only 65% to 70% of customer demand. Going forward, the Company will connect its demand forecast to its harvest plan. The Company will apply learnings from its acquisition of Redecan across the organization. The Company will also re-focus on medical and consolidate this product under Redecan’s leadership, given its strength in this category.

Proposed Sale of Amended Senior Secured Convertible Notes to Tilray Brands and $180 million Equity Backstop Financing with KAOS

On March 3, 2022, the Company announced a proposed strategic partnership agreement with Tilray Brands, in which Tilray would acquire the outstanding principal amount of senior secured convertible notes (the “Senior Notes”) that were originally issued by HEXO (the “Transaction”) to HT Investments MA LLC (“HTI”). This proposed strategic alliance between HEXO and Tilray Brands, if successfully completed, would provide several financial and strategic benefits to HEXO, including the following:

• De-leveraging: Tilray is proposing to purchase the Notes at a 5% discount to par and a 15% discount to the level that the Notes have been redeemed to date.
• More Favourable Debt Terms: The Notes would be amended on terms more favourable to HEXO, including a three-year maturity extension, adjustments to the financial covenants, and elimination of the monthly redemption feature and associated shareholder dilution.
• Financial Flexibility: Project expected to result in substantial increase in HEXO’s liquidity by implementing two critical measures:
  • Unlocking US$80 million of restricted cash and
  • Establishing a three-year C$180 million equity backstop commitment, both of which may be used to fund operations and other strategic growth initiatives.
• Substantial Synergies: Tilray Brands and HEXO also plan to enter into an agreement to form a strategic partnership that is expected to deliver up to $50 million of cost synergies within two years of the completion of the transaction, which will be shared equally between HEXO and Tilray Brands. The companies have been working together to evaluate cost saving synergies as well as other production efficiencies, including cultivation and processing services and certain Cannabis 2.0 products, including pre-rolls, beverages and edibles and shared services and procurement.
• Product Breadth and Commitment to Innovation: Leveraging both companies’ commitment to innovation, brand building and operational efficiencies, both companies expect to share expertise in order to strengthen market positioning and capitalize on opportunities for growth, through a broadened product offering and new innovation.

In addition to the restructured debt, HEXO has entered into an agreement with KAOS and its partners (collectively, the “Standby Parties”) and are expected to negotiate a standby equity purchase agreement (the “Standby Agreement”). It is expected that the Standby Agreement will permit HEXO to demand the Standby Parties to subscribe for an aggregate of $5 million of Common Shares per month over a period of 36 months. The maximum standby commitment is expected to be $180 million over the term of the Standby Agreement (the “Standby Commitment”). The proceeds from the Standby Commitment provide for additional operational flexibility and are expected to be used to fund interest payments under the Senior Notes and general corporate purposes.

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