- Adjusted EBITDA loss improved by 21% from previous
quarter to $1.4 million compared to
$1.7 million in the previous
quarter
- Entered into a $1.25
million and a $1.0 million
secured bridge loan to support general working capital,
professional fees and other costs associated with the Arrangement
transaction
- Subsequent to year end, the Company entered into a
definitive agreement whereby Pathway will acquire all of the issued
and outstanding common shares in the capital of HEAL and The Newly
from their respective shareholders in exchange for common shares in
the capital of Pathway
TORONTO, April 25,
2023 /CNW/ - Pathway Health Corp. (TSXV: PHC)
(Frankfurt: KL1) ("Pathway" or the "Company"), a Canadian leader in
chronic pain solutions and management services, is pleased to
report its financial results for the three and twelve-month period
ended December 31, 2022. Unless
otherwise noted, all amounts are in Canadian dollars and are
prepared in accordance with International Financial Reporting
Standards ("IFRS").
"We are excited about the proposed strategic merger of the
Pathway, Newly and HEAL companies as we believe it will provide
significant scale, resources and future growth
opportunities," said Ken Yoon,
Pathway's Chief Executive Officer. "Combining these innovative
healthcare leaders will allow for significant cross-selling and
cross-referral opportunities and create a truly integrated
interdisciplinary health and wellness company that is well
positioned to address a growing $700
billion global market for mental health and chronic pain
services and products."
Recent Highlights
- Adjusted EBITDA loss improved by 21% to $1.4 million compared to $1.7 million in the previous quarter, reflecting
management's continued focus on streamlining operations and cash
conservation measures.
- The Company appointed MNP LLP as its new auditors in
anticipation of future key changes to the business, including the
approval of a non-possession sales license which is currently under
review with Health Canada and potential international
expansion.
- Subsequent to year end, on February 3, 2023, the Company announced a
$1.25 million private placement of a
secured convertible promissory note with HEAL Global Holdings Corp.
("HEAL") which will be used to support the Company's operations and
future growth.
- On March 31, 2023, the
Company entered into a definitive agreement whereby Pathway will
acquire all of the issued and outstanding common shares in the
capital of HEAL and The Newly Institute Inc. ("The Newly") from
their respective shareholders in exchange for common shares in the
capital of Pathway (the "Arrangement").
- The Company entered into a debt restructuring transaction
with Avonlea-Drewry Holdings Inc. ("ADH") whereby approximately
$4 million of debt (including
principal amount, all accrued and unpaid interest and fees) owing
to ADH, and debt restructuring advisory fee will be converted into
Pathway shares concurrently with the completion of the
Arrangement.
- Completion of the Arrangement is subject to certain
conditions including using reasonable commercial efforts to carry
out one or more equity, debt or convertible debt financings for
aggregate gross proceeds of not less than $10,000,000.
- On April 25, 2023, the
Company announced a $1.0 million
secured short term bridge loan from ADH to support the Company's
general working capital obligations and ongoing transaction
expenses related to closing of the Arrangement
transaction.
Summary of the Results for the Three Months Ended
December 31, 2022 (Q4 2022) compared
to the Three Months Ended December 31,
2021 (Q4 2021), unless otherwise noted
Revenues were $2.4 million and
$2.7 million for the three months
ended December 31, 2022, and 2021,
respectively. Cannabis education revenues were partially impacted
by a reduction in marketing fees previously provided by licensed
producers as clinics moved to a telemedicine platform. The decline
in revenue also reflects the continued downward trend in the
Canadian medical cannabis market. However, the Company hopes
to offset this by focusing on specialty group markets and offering
more comprehensive services to these targeted markets.
Gross margins were $1.2 million
and $1.5 million for the three months
ended December 31, 2022, and 2021,
which represented 46% and 56% of gross revenues, respectively. The
difference is mainly a result of the increase in products and
provincially insured and non-insured physician services as a total
percentage of overall revenue compared to the same prior year
period. The Company has noted an increase in supply costs driven by
inflation and various supply chain issues exacerbated by the global
COVID-19 pandemic. Lastly, subsequent to year end, the Canada
Revenue Agency ("CRA") informed the Company of its initial
assessment of the requirement to collect HST on management services
that the CRA asserts that the Company is providing to its
physicians in the Silver clinic. While management intends to
refute the CRA position, it has accrued $0.1
million under cost of sales related to the uncollected
HST. Adjusting for this accrual, gross margins as a
percentage of net revenue would have been 50% for the three months
ended December 31, 2022.
Selling, general and administrative expenses ("SG&A")
were $2.6 million and $3.7 million for the three months ended
December 31, 2022, and 2021,
respectively. The combined decrease in wages and benefits,
marketing, public company costs and office expenses totaled
$0.9 million as a result of continued
cost cutting and streamlining measures taken by management.
Wages and benefits expenses in the three months ended December 31, 2021 included $0.3 million additional bonus accruals which were
not repeated in the current period. This was offset by a
$0.2 million increase in other
expenses related to the CRA HST assessment described
above.
The Company incurred a net loss of $2.1
million and had a basic and diluted loss per share of
$0.02 for the three months ended
December 31, 2022, compared to a net
loss of $3.2 million and a basic and
diluted loss per share of $0.03 for
the same period prior year.
Earnings before interest, tax, depreciation, and amortization
("EBITDA")1 was a loss of $1.7
million and adjusted EBITDA1 was a loss of
$1.4 million for the three months
ended December 31, 2022, compared to
an EBITDA and adjusted EBITDA loss of $2.8
million and $1.7 million
respectively in the prior year.
Cash as of December 31,
2022, was $0.4 million compared with $2.6 million on December
31, 2021. As of December 31,
2022, the Company had a principal balance of $3.6 million outstanding from its Credit
Facility.
Plan of arrangement
On March 31, 2023, the Company
announced it had entered into a definitive arrangement agreement
with The Newly, a premier operator of inter-disciplinary mental
health clinics in Canada which is
one of the pioneers in intensive bio-psycho-social treatment models
in Canada, and HEAL, a private
Alberta company established with
the goal of becoming a global leader in personalized, curated
healthcare. In accordance with the terms and conditions of
the Arrangement Agreement, Pathway will acquire all of the issued
and outstanding common shares in the capital of HEAL and The Newly
from their respective shareholders (other than those Newly Shares
held by HEAL) (the "Transaction") in exchange for common shares in
the capital of Pathway. Pursuant to the Transaction, Pathway
expects to change its name to "Global Healthcare Holdings Corp."
(https://globalhealthcareholdings.com/) or such other name as the
future Pathway board may determine.
The Company believes there are a number of benefits which are
anticipated to result from the Arrangement, including, without
limitation to the following:
- the anticipated increased financial strength of the combined
entities is expected to provide enhanced ability to fund the robust
pipeline of new clinical locations and growth projects;
- the combined entities will create a larger ecosystem for
patients who could benefit from access to a broader and more
extensive range of services and/or products leading to the
potential for increased revenue per patient without increasing per
patient retention costs;
- corporate overhead leveraged across a larger operating base and
cost reducing synergies from the combined businesses of Pathway and
Newly;
- combined client list in excess of 350,000 patients within
Combined entities' end-to-end mental health and pain database.
About Pathway Health
Pathway Health is an integrated healthcare company that provides
products and services to patients suffering from chronic pain and
related conditions. The Company owns and operates eleven
community-based clinics across five provinces where its team of
health professionals work together to help patients through a
variety of evidence-based approaches and products, including
medical cannabis. Pathway Health's patient care programs utilize an
interdisciplinary approach that is guided by trained pain
specialists, physical and occupational therapists, psychologists,
nurses, and other healthcare providers. Pathway is also the leading
provider of medical cannabis services in Canada and has established itself as the
leading partner with national and regional pharmacy companies for
the delivery of medical cannabis services to their customers. The
Company is working with several pharmacy companies on the
development of Cannabis Health Products (CHPs) for OTC product
distribution through retail pharmacy locations across the country
following anticipated changes to the Cannabis Act.
For more information, visit Pathway Health's website:
www.pathwayhealth.ca
1Non-IFRS financial measures
The non-IFRS measures included in this MD&A are not recognized
measures under IFRS, and do not have a standardized meaning
prescribed by IFRS and may not be comparable to similar measures
presented by other issuers. When used, these measures are defined
in such terms as to allow the reconciliation to the closest IFRS
measure. These measures are provided as additional information to
complement those IFRS measures by providing further understanding
of the Company's results of operations from its perspective.
Accordingly, they should not be considered in isolation nor as a
substitute for analysis of the Company's financial information
reported under IFRS. Despite the importance of these measures to
management in goal setting and performance measurement, these are
non-IFRS measures that may be limited in their usefulness to
investors.
Management uses non-IFRS measures, such as EBITDA and Adjusted
EBITDA to provide investors with a supplemental measure of the
Company's operating performance and thus highlight trends in the
Company's core business that may not otherwise be apparent when
relying solely on IFRS financial measures. Management also believes
that securities analysts, investors, and other interested parties
frequently use non-IFRS measures in the valuation of issuers.
Management also uses non-IFRS measures to facilitate operating
performance comparisons from period to period, prepare annual
operating budgets, and to assess the Company's ability to meet its
future debt service, capital expenditure and working capital
requirements. The definition and reconciliation of EBITDA and
Adjusted EBITDA used and presented by the Company to the most
directly comparable IFRS measures follows below:
EBITDA and Adjusted EBITDA
EBITDA is defined as net (loss)/income adjusted for income tax,
depreciation of property and equipment, amortization of intangible
assets, interest on long-term debt and other financing costs,
interest income, and changes in fair values of derivative financial
instruments. Management uses EBITDA to assess the Company's
operating performance. Adjusted EBITDA is defined as EBITDA
adjusted for, as applicable, share-based compensation, loss of
control of related company, fair value loss of guarantee,
impairment of intangible assets, impairment of goodwill, gain on
remeasurement of contingent consideration, reverse takeover
transaction costs and additional professional fees due to the
reverse takeover transaction and Asset Acquisition Transaction
costs. We use Adjusted EBITDA as a key metric in assessing our
business performance when we compare results to budgets, forecasts,
and prior years. Management believes Adjusted EBITDA is a good
alternative measure of cash flow generation from operations as it
removes cash flow fluctuations caused by non-cash expenses, or
extraordinary and non-recurring items, including changes in working
capital. A reconciliation of net (loss)/income to EBITDA (and
Adjusted EBITDA) is set out below:
|
|
For the three months
ended
December 31,
|
|
For the twelve
months ended
December 31,
|
|
|
2022
|
2021
|
|
2022
|
2021
|
Net (loss) attributable
to shareholders
|
$
(2,112,638)
|
$
(3,164,533)
|
|
$
(8,350,651)
|
$
(8,866,250)
|
Adjustments:
|
|
|
|
|
|
|
Amortization of intangible
assets
|
37,946
|
60,063
|
|
143,304
|
140,577
|
|
Depreciation on property and
equipment
|
180,886
|
194,673
|
|
730,140
|
741,890
|
|
Finance expense*
|
234,222
|
72,831
|
|
572,997
|
601,373
|
EBITDA
|
$
(1,659,584)
|
$
(2,836,966)
|
|
$
(6,904,210)
|
$
(7,382,410)
|
|
|
|
|
|
|
|
Share-based
compensation
|
76,340
|
160,966
|
|
488,930
|
547,700
|
Loss of control of
related company
|
6,108
|
6,110
|
|
24,432
|
88,757
|
Related party bad debt
expense
|
-
|
365,707
|
|
-
|
365,707
|
Fair value (gain) loss
of guarantee
|
-
|
(20,238)
|
|
-
|
54,762
|
Impairment of property
and equipment
|
29,389
|
-
|
|
29,389
|
-
|
Impairment of
intangible assets
|
-
|
678,347
|
|
102,920
|
678,347
|
Impairment of
goodwill
|
-
|
-
|
|
225,046
|
-
|
Non-cash items in share
of loss of equity-accounting investment**
|
193,876
|
-
|
|
-
|
-
|
Gain on disposal of
intangible assets and goodwill
|
-
|
-
|
|
-
|
(255,328)
|
Gain on remeasurement
of contingent consideration
|
-
|
(59,813)
|
|
(21,943)
|
(152,155)
|
Reverse takeover
transaction cost
|
-
|
-
|
|
-
|
1,251,608
|
Additional professional
fees due to RTO Transaction
|
-
|
-
|
|
-
|
509,252
|
Additional professional
fees due to Asset Acquisition Transaction
|
-
|
-
|
|
-
|
112,891
|
Adjusted
EBITDA
|
$
(1,353,871)
|
$
(1,705,887)
|
|
$
(6,055,436)
|
$
(4,180,869)
|
*this figure includes
interest expense, financing expense, fair value of financing
facilities and accretion expense.
**this item relates to
the impairment on leased assets, net of the gain on leasehold
improvement loans as a result of transfering the lease in one
Manitoba
location, and managements intent to move the second Manitoba clinic
to a virtual setting only
|
CAUTIONARY STATEMENT REGARDING
FORWARD-LOOKING INFORMATION
This news release includes certain "forward-looking
statements" under applicable Canadian securities legislation.
Forward-looking statements are necessarily based upon a number of
estimates and assumptions that, while considered reasonable, are
subject to known and unknown risks, uncertainties, and other
factors that may cause the actual results and future events to
differ materially from those expressed or implied by such
forward-looking statements. Such factors include but are not
limited to: the Company's ability to continue as a going concern,
general business, economic, competitive, political, and social
uncertainties; delay or failure to receive applicable approvals;
and the results of operations. There can be no assurance that such
statements will prove to be accurate, as actual results and future
events could differ materially from those anticipated in such
statements. Accordingly, readers should not place undue reliance on
forward-looking statements. Pathway disclaims any intention or
obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise,
except as required by law.
NEITHER THE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS
THAT TERM IS DEFINED IN THE POLICIES OF THE EXCHANGE) ACCEPTS
RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS PRESS RELEASE.
THE TSX VENTURE EXCHANGE INC. HAS IN NO WAY PASSED UPON THE MERITS
OF THE PROPOSED TRANSACTION AND HAS NEITHER APPROVED NOR
DISAPPROVED THE CONTENTS OF THIS PRESS RELEASE.
Pathway Health Corp.
|
|
|
|
Consolidated Statements of Financial
Position
|
|
|
As at December 31, 2022 and
2021
|
|
|
|
|
|
|
|
|
|
December 31,
2022
|
|
December 31,
2021
|
Assets
|
|
|
|
Current
|
|
|
|
Cash
|
$
445,148
|
|
$
2,603,429
|
Restricted
cash
|
75,000
|
|
75,000
|
Accounts and other
receivables
|
758,877
|
|
811,587
|
Deferred
cost
|
30,546
|
|
54,978
|
Inventory
|
305,871
|
|
340,340
|
Prepaids
|
176,340
|
|
249,579
|
|
1,791,782
|
|
4,134,913
|
|
|
|
|
Due from related
parties
|
159,974
|
|
117,362
|
Property and
equipment
|
2,251,290
|
|
2,914,078
|
Intangible
assets
|
552,223
|
|
691,447
|
Goodwill
|
279,855
|
|
504,901
|
Investment in related
company
|
-
|
|
4,75,824
|
|
3,243,342
|
|
4,703,612
|
|
|
|
|
Total assets
|
$
5,035,124
|
|
$
8,838,525
|
|
|
|
|
|
|
|
|
Liabilities and Shareholders'
equity
|
|
|
|
Current
|
|
|
|
Accounts payable and
accrued liabilities
|
$
2,237,010
|
|
$
1,585,558
|
Credit
facility
|
3,758,936
|
|
-
|
Current portion of
lease liability
|
625,513
|
|
545,515
|
Due to related
parties
|
106,062
|
|
20,459
|
Government loan
payable
|
80,000
|
|
-
|
|
6,807,521
|
|
2,151,532
|
|
|
|
|
Government loan
payable
|
-
|
|
67,574
|
Lease
liability
|
1,749,398
|
|
2,292,993
|
|
1,749,398
|
|
2,360,567
|
|
|
|
|
Total liabilities
|
8,556,919
|
|
4,512,099
|
|
|
|
|
Shareholders'
(deficiency) equity
|
|
|
|
Share
capital
|
42,644,224
|
|
42,630,724
|
Warrants
|
1,866,866
|
|
1,866,866
|
Contributed surplus
(deficiency)
|
(30,441,478)
|
|
(30,930,408)
|
Deficit
|
(17,591,407)
|
|
(9,240,756)
|
|
(3,521,795)
|
|
4,326,426
|
|
|
|
|
Total liabilities and shareholders' (deficiency)
equity
|
$
5,035,124
|
|
$
8,838,525
|
Pathway Health Corp.
|
|
|
|
|
|
|
Consolidated Statements of Loss and Comprehensive
Loss
|
|
|
|
For the years ended December 31, 2022 and
2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended
December 31,
|
|
For the year ended
December 31,
|
|
|
2022
|
2021
|
|
2022
|
2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
$
2,397,422
|
$
2,669,658
|
|
$10,123,837
|
$10,895,372
|
|
|
|
|
|
|
|
Cost of sales
|
|
|
|
|
|
|
Consultants
|
|
971,240
|
873,871
|
|
3,953,100
|
3,828,453
|
Cost of goods sold
|
|
213,723
|
191,901
|
|
832,554
|
735,951
|
Clinic and medical supplies
|
|
100,632
|
118,630
|
|
476,659
|
448,813
|
Total cost of
sales
|
|
1,285,595
|
1,184,402
|
|
5,262,313
|
5,013,217
|
|
|
|
|
|
|
|
Gross margin
|
|
1,111,827
|
1,485,256
|
|
4,861,524
|
5,882,155
|
|
|
|
|
|
|
|
Selling, general and
administrative expenses
|
|
2,586,401
|
3,703,059
|
|
11,205,589
|
11,706,178
|
Loss before other
items
|
|
(1,474,574)
|
(2,217,803)
|
|
(6,344,065)
|
(5,824,023)
|
|
|
|
|
|
|
|
Other expenses
(income)
|
|
|
|
|
|
|
Reverse takeover
transaction cost
|
|
-
|
-
|
|
-
|
1,251,608
|
Finance
expense
|
|
234,223
|
72,831
|
|
572,997
|
601,373
|
Impairment of property
and equipment
|
|
29,389
|
-
|
|
29,389
|
-
|
Impairment of
intangible assets
|
|
-
|
678,347
|
|
102,920
|
678,347
|
Impairment of
goodwill
|
|
-
|
-
|
|
225,046
|
-
|
Share-based
compensation
|
|
76,340
|
160,966
|
|
488,930
|
547,700
|
Amortization of
intangible assets
|
|
37,946
|
60,063
|
|
143,304
|
140,577
|
Share of loss of
equity-accounting investment
|
|
254,058
|
48,464
|
|
441,511
|
138,239
|
Loss of control of
related company
|
|
6,108
|
6,110
|
|
24,432
|
88,757
|
Fair value loss of
guarantee
|
|
-
|
(20,238)
|
|
-
|
54,762
|
Government
grant
|
|
-
|
-
|
|
-
|
(25,558)
|
Gain on remeasurement
of contingent consideration
|
|
-
|
(59,813)
|
|
(21,943)
|
(152,155)
|
Gain on disposal of
intangible assets and goodwill
|
|
-
|
-
|
|
-
|
(255,328)
|
|
|
638,064
|
946,730
|
|
2,006,586
|
3,068,322
|
Net loss and
comprehensive loss
|
|
(2,112,638)
|
(3,164,533)
|
|
(8,350,651)
|
(8,892,345)
|
|
|
|
|
|
|
|
Net loss attributable
to:
|
|
|
|
|
|
|
Shareholders
|
|
(2,112,638)
|
(3,164,533)
|
|
(8,350,651)
|
(8,866,250)
|
Non-controlling
interest
|
|
-
|
-
|
|
-
|
(26,095)
|
|
|
$
(2,112,638)
|
$
(3,164,533)
|
|
$
(8,350,651)
|
$
(8,892,345)
|
|
|
|
|
|
|
|
Basic and diluted loss
per share
|
|
$
(0.02)
|
$
(0.03)
|
|
$
(0.09)
|
$
(0.16)
|
Weighted average shares
outstanding
|
|
|
|
|
|
|
Basic and diluted
|
|
93,722,085
|
93,561,681
|
|
93,718,797
|
55,010,082
|
SOURCE Pathway Health Corp.