Irwin Naturals Inc. (CSE: IWIN) (OTC: IWINF) (FRA: 97X)  reported its financial results for its second quarter of fiscal 2023, the period ended June 30, 2023, on www.sedar.com.

Financial Highlights for Q2 2023

  • Q2 revenue was $22.1 million, up 1.5% from $21.8 million in Q2 2022.
  • Income from operations decreased $2.4 million from $0.5 million in Q2 2022 to a loss of $1.9 million in Q2 2023. The decrease is primarily attributed to the continued startup costs related to the Company’s 2022 and 2023 Acquisitions at Irwin Naturals Emergence.

Financial Highlights for Year to Date June 30, 2023

  • Completed the acquisition of Serenity Health, LLC, one of the leading ketamine clinics in Louisville, KY on February 17, 2023.
  • Announced the successful acquisition of Keta Media, LLC, dba Ketamine Media, the nation’s foremost advertising company dedicated to raising awareness about the clinical use of ketamine, on March 17, 2023.

Operational Highlights

Irwin Naturals has continued its expansion into the high-growth cannabis and psychedelics sectors. During the first half of 2023, the Company’s partners launched the first products to the continental cannabis market and has signed ten brand licensing deals that will see Irwin Naturals products enhanced with THC being offered in places like California, Colorado, Mississippi, Michigan, New Mexico, Oregon, Oklahoma, and Canada. Additionally, to date, the Company has completed multiple clinic acquisitions and one advertising company specializing in ketamine clinics. The Company will continue to build upon this solid foundation and make the necessary investments to support our growth objectives within the psychedelics sector.

“During the first half of 2023, we successfully launched our branded licensing initiative in our cannabis sector. Sales have exceeded our expectations and we look forward continuing our licensing efforts in the space. We also continued to expand our mental health footprint through the acquisition of an industry leading marketing and patient acquisition platform, Ketamine Media, enabling greater treatment availability and market expansion.”

Sean Sand, CFO

About Irwin Naturals

Irwin Naturals has been a household name and best-in-class nutraceutical company since 1994. It is now leveraging its brand into both the cannabis and psychedelic sectors. On a mission to heal the world with plant medicine, Irwin has operated its nutraceutical business profitably for over 28 years1. The growing portfolio of products is available in more than 100,000 retail doors across North America, where 80% of households know the Irwin Naturals brand2. In 2018, the Company first leveraged its brand to expand into the cannabis industry by launching hemp-based CBD products into the mass market. The Company is now leveraging its famous halo of brand trust to become, perhaps, the first household name brand to offer THC-based products. Its rapidly growing national chain of psychedelic mental health clinics is called Irwin Naturals Emergence.

For investor-related information about the Company, please visit ir.irwinnaturals.com/.

To contact the Company’s Investor Relations department, please call toll-free at (800) 883-4851 or send an email to Investors@IrwinNaturals.com.

“Klee Irwin”
________________________________
Klee Irwin
Chief Executive Officer
T: 310-306-3636
investors@irwinnaturals.com

Regulatory Overview

The following is a brief summary of regulatory matters concerning ketamine in the United States (“US”). Under the Controlled Substances Act (21 U.S.C. § 811) (the “CSA”), ketamine is currently a Schedule III drug as well as being listed under the associated Narcotic Control Regulations, and psilocybin is currently a Schedule I drug.

Most US States have enacted Controlled Substances Acts (“State CSAs”) which regulate the possession, use, sale, distribution, and manufacture of specified drugs or categories of drugs and establish penalties for State CSA violations and form the basis for much state and local drug laws enforcement activity. State CSAs have either adopted drug schedules identical or similar to the federal CSA schedules or, in some instances, have incorporated the federal scheduling mechanism. Among other requirements, some US States have established a prescription drug monitoring or review programs collect information about prescription and dispensing of controlled substances for the purposes of monitoring, analysis and education.

In the United States, facilities holding or administering controlled substances must be registered with the US Drug Enforcement Agency (“DEA“) to perform this activity. As such, medical professionals and/or the clinics in which they operate, as applicable, are also required to have a DEA license to obtain and administer ketamine (a “DEA License“). While ketamine is a controlled substance in the United States, it is approved for general anesthetic induction under the US Food, Drug, and Cosmetic Act. Once a drug is approved for use, physicians may prescribe that drug for uses that are not described in the product’s labelling or that differ from those tested by the manufacturer and approved by the Food and Drug Administration (the “FDA“). Licensed medical practitioners may prescribe ketamine legally in Canada or the United States where they believe it will be an effective treatment in their professional judgment.

Please see Irwin’s filing statement on its SEDAR profile for more information on the regulatory environment and regulations surrounding the US THC industry.

Forward-Looking Information

This news release contains certain forward-looking statements that reflect the current views and/or expectations of management of the Company with respect to performance, business and future events. Forward-looking statements can often be identified by words such as “may”, “will”, “would”, “could”, “should”, “believes”, “estimates”, “projects”, “potential”, “expects”, “plans”, “intends”, “anticipates”, “targeted”, “continues”, “forecasts”, “designed”, “goal”, or the negative of those words or other similar or comparable words. Forward-looking statements are based on the then-current expectations, beliefs, assumptions, estimates and forecasts about the business and the industry and markets in which the Company operates. The Company does not undertake any obligation to release publicly any revisions for updating any voluntary forward-looking statements, except as required by applicable securities law.

Neither the CSE nor its Market Regulator (as that term is defined in policies of the CSE) accepts responsibility for the adequacy or accuracy of this release. 

SOURCE: Irwin Naturals, Inc.

EBITDA and Adjusted EBITDA – Reconciliation

The Company defines EBITDA and Adjusted EBITDA as per the table below. It should be noted that these performance measures are not defined under IFRS and may not be comparable to similar measures used by other entities. The Company believes that these measures are useful financial metrics as they assist in determining the ability to generate cash from operations. Investors should be cautioned that EBITDA and Adjusted EBITDA should not be construed as an alternative to net earnings or cash flows as determined under IFRS. The reconciling items between net earnings, EBITDA, and Adjusted EBITDA are as follows:

 Three Months Ended June 30,     Six Months Ended June 30,     
 (in thousands)     (in thousands)     
 2023 2022 $ Change % Change 2023 2022 $ Change % Change 
Statement of Profit                        
Net (loss) income$(5,402)$111 $(5,513)%(100.0+)$(13,100)$1,692 $(14,792)%(100.0+)
Interest expense, net 786  111  675  100.0+ 1,297  360  937  100.0+
Income tax (recovery) expense (2,551) 283  (2,834) (100.0+) (3,190) 979  (4,169) (100.0+)
Depreciation and amortization 746  426  320  75.1  1,515  831  684  82.3 
EBITDA (6,421) 931  (7,352) (100.0+) (13,478) 3,862  (17,340) (100.0+)
Foreign currency translation adjustments 1  —  1  100.0+ 3  —  3  100.0+
Gain on contingent consideration (5,764) (263) (5,501) 100.0+ (6,154) (263) (5,891) 100.0+
Intangible assets impairment 1,848  —  1,848  100.0+ 5,587  —  5,587  100.0+
Goodwill impairment 9,112  —  9,112  100.0+ 11,922  —  11,922  100.0+
Adjusted EBITDA$(1,224)$668 $(1,892)%(100.0+)$(2,120)$3,599 $(5,719)%(100.0+)
Irwin Naturals, Inc.
Consolidated Interim Statements of Financial Position (Unaudited)
As of June 30, 2023 and December 31, 2022
(Expressed in thousands of US dollars, except share amounts)
        
 June 30, 2023 December 31, 2022
ASSETS   
Current assets:   
Cash$5,943  $800 
Trade receivables, net15,826  21,311 
Inventory20,809  22,506 
Prepaid expenses and other current assets2,806  2,932 
Notes receivable from related parties, current265  255 
Total current assets45,649  47,804 
Non-current assets:     
Property and equipment, net335  271 
Right-of-use assets4,261  4,194 
Notes receivable from shareholders6,967  6,014 
Notes receivable from related parties, non-current250  — 
Goodwill12,028  10,215 
Intangible assets, net4,192  7,677 
Deferred tax asset5,562  2,367 
Other non-current assets277  259 
Total non-current assets33,872  30,997 
   TOTAL ASSETS$79,521  $78,801 
        
LIABILITIES   
Current liabilities:   
Trade and other payables$17,392  $17,997 
Reserve for returns648  2,036 
Lease liabilities, current2,012  1,817 
Line of credit, net of debt issuance costs26,231  16,448 
Notes payable due to acquiree4,875  — 
Notes payable, current42  36 
Total current liabilities51,200  38,334 
Non-current liabilities:     
Lease liabilities, non-current2,471  2,529 
Notes payable, non-current668  498 
Contingent consideration—  6,154 
Notes payable due to acquiree6,125  — 
Deferred tax liability983  983 
Total non-current liabilities10,247  10,164 
   TOTAL LIABILITIES$61,447  $48,498 
      
EQUITY AND NONCONTROLLING INTEREST     
Class B Shares, 320,000,000 shares authorized, issued and outstanding$13,750  $13,750 
Subordinate Voting Shares, 3,373,493 shares authorized, issued and outstanding7,943  7,068 
Multiple Voting Shares, 18,240 shares authorized, issued and outstanding59  59 
Proportionate Voting Shares, 2,085,200 shares authorized, issued and outstanding5,610  5,610 
Warrants reserve30  30 
Accumulated other comprehensive income(12) 3 
Retained (deficit) earnings(16,262) (3,324)
Total controlling interest11,118  23,196 
Noncontrolling interest6,956  7,107 
TOTAL EQUITY AND NONCONTROLLING INTEREST18,074  30,303 
TOTAL LIABILTIES AND EQUITY$79,521  $78,801 
       
Irwin Naturals, Inc.
Consolidated Interim Statements of Profit and Comprehensive Income (Unaudited)
For the Three and Six Months Ended June 30, 2023 and 2022
(Expressed in thousands of US dollars, except share and per share amounts)
 Three Months Ended June 30, Six Months Ended June 30,
 2023 2022 2023 2022
Operating revenue$22,129  $21,809  $44,635  $44,403 
Cost of sales(12,243) (12,250) (23,642) (23,798)
Gross profit9,886  9,559  20,993  20,605 
Selling, general and administrative expenses11,737  9,054  24,309  17,574 
Income (loss) from operations(1,851) 505  (3,316) 3,031 
Other (income) expenses:           
Interest expense, net786  111  1,297  360 
Loss (gain) on foreign currency exchange1  ––  3  –– 
Goodwill impairment9,112  ––  11,922  –– 
Intangible assets impairment1,848  ––  5,587  –– 
Intangible assets amortization119  ––  319  –– 
Gain on contingent liabilities(5,764) ––  (6,154) –– 
Total other (income) expenses6,102  111  12,974  360 
Net (loss) income before income taxes(7,953) 394  (16,290) 2,671 
Income tax (recovery) expense(2,551) 283  (3,190) 979 
Net (loss) income(5,402) 111  (13,100) 1,692 
Less: net (loss) income attributable to non-controlling interest (79) 72  (151) 351 
Net (loss) income attributable to controlling interest (5,323) 39  (12,949) 1,341 
             
Comprehensive Income            
Net (loss) income$(5,402) $111  $(13,100) $1,692 
Foreign currency translation adjustments (32) (12) (14) (8)
Total comprehensive (loss) income (5,434) 99  (13,114) 1,684 
Less: net (loss) income attributable to non-controlling interest (79) 72  (151) 351 
Comprehensive (loss) income attributable to controlling interest$(5,355) $27  $(12,963) $1,333 
            
(Loss) earnings per share, controlling interest – basic$(1.57) $0.03  $(3.84) $1.12 
(Loss) earnings per share, controlling interest – diluted$(1.57) $0.00  $(3.84) $0.00 
Weighted average number of shares outstanding – basic 3,383,180  1,200,402  3,370,764  1,200,202 
Weighted average number of shares outstanding – diluted3,383,180  322,472,356  3,370,764  321,927,492 
             
Irwin Naturals, Inc.
Consolidated Interim Statements of Cash Flows (Unaudited)
For the Six Months Ended June 30, 2023 and 2022
(Expressed thousands of US dollars)
 Six Months Ended June 30,
 2023 2022
Net (loss) income$(13,100) $1,692 
Adjustments to reconcile to net cash provided by (used in) operating activities:     
Depreciation and amortization1,515  831 
Gain on contingent consideration(6,154) (263)
Goodwill impairment11,922  — 
Intangible assets impairment5,587  — 
Change in allowance for doubtful accounts149  37 
Change in inventory reserve(96) (975)
Change in deferred tax assets(3,195) 55 
Notes receivable from shareholders(900) (900)
Notes receivable from related parties(260) (155)
Interest (income) expense, net(49) 12 
Changes to working capital:     
Trade receivables6,680  2,494 
Inventory1,792  (1,861)
Prepaid expenses and other current assets137  177 
Trade and other payables(123) (1,549)
Reserve for returns(1,387) (323)
Other non-current assets(3) (75)
Net cash provided by (used in) operating activities2,515  (803)
      
Cash flows from investing activities:     
Business acquisitions, net of cash acquired(5,834) 164 
Purchases of property and equipment(26) (29)
Net cash (used in) provided by investing activities(5,860) 135 
      
Cash flows from financing activities:     
Proceeds from line of credit55,536  46,102 
Payments to line of credit(45,132) (43,233)
Payments to notes payable(117) (1,098)
Payments of debt issuance costs(748) — 
Payments on operating leases(947) (729)
Purchase of treasury stock(93) — 
Net cash provided by (used in) financing activities8,499  1,042 
Effect of foreign exchange on cash(11) — 
Net increase in cash5,143  374 
Cash at beginning of the year800  625 
Cash at period end$5,943  $999