FUNMAN
2 years ago
FIRE & FLOWER ANNOUNCES PROPOSED AMENDMENT TO DEBENTURES HELD BY ALIMENTATION COUCHE-TARD AND POSTPONEMENT OF SPECIAL SHAREHOLDERS' MEETING
DECEMBER, 15, 2022
TORONTO, Dec. 15, 2022 /CNW/ - Fire & Flower Holdings Corp. ("Fire & Flower" or the "Company") (TSX: FAF) (OTCWX: FFLWF), today announced that it has entered into an agreement (the "Amendment Agreement") to amend the approximately $2.4 million principal amount of unsecured convertible debentures (the "Debentures") held by 2707031 Ontario Inc., an indirect wholly-owned subsidiary of Alimentation Couche-Tard Inc. ("ACT"), to extend the maturity date from June 30, 2023 to August 31, 2024 (the "Debenture Amendment").
Fire & Flower Holdings Corp. Logo (CNW Group/Fire & Flower Holdings Corp.)
Conditions Precedent
The Debenture Amendment shall come into effect immediately following the satisfaction of certain conditions precedent, including: (a) the receipt of the requisite approvals for the Debenture Amendment by the holders of the common shares of the Company (the "Shareholders") as required by applicable securities laws and the policies of the Toronto Stock Exchange (the "TSX"); and (b) the approval by the Shareholders of: (i) the previously announced private placement, whereby ACT will subscribe for 3,034,017 Common Shares at a price of $1.64798 per Common Share, for aggregate proceeds of approximately $5,000,000 (the "Private Placement"); and (ii) the previously announced amendments to the Series C Common Share purchase warrants of the Company held by ACT (the "Series C Amendments"). A description of the Private Placement and Series C Amendments is available in the Company's management information circular dated November 4, 2022 (the "Circular") in respect of the special meeting of Shareholders (the "Special Meeting") to consider the approval of the Private Placement and the Series C Amendments. A copy of the Circular is available on the Company's SEDAR profile at www.sedar.com. There can be no certainty as to when the Debenture Amendment will become effective, if at all.
In the event the Debenture Amendment comes into effect, the extension of the maturity date from June 30, 2023 to August 31, 2024 may result in the Company paying to ACT up to an additional $230,000 in interest, which amount may still be satisfied, at the election of the Company, by the issuance of common shares of the Company (the "Common Shares") at a conversion price equal to 95% of the 20-day volume weighted average trading price of the Common Shares at the time any such interest is payable.
"We are pleased to have negotiated this extension as part of our ongoing discussions related to the comprehensive ACT financing package that is subject to a minority shareholder vote," said Stéphane Trudel, CEO of Fire & Flower. "This extension is expected to contribute to our ability to execute on our plan to get to positive free cash flow by the second half of 2023 and secure our position as a leader in cannabis retailing, supported by our industry-leading Hifyre digital platform."
Postponement of Special Meeting
As the effectiveness of the Debenture Amendment is conditional on the approval of the Private Placement and the Series C Amendments by the Shareholders, the Company has determined to give the Shareholders additional time to consider their vote with respect to the Private Placement and Series C Amendments. As such, the Company has: (a) postponed the Special Meeting to December 29, 2022 at 1:00 p.m. EST at the offices of Dentons Canada LLP, 77 King Street West, Suite 400, Toronto, Ontario M5K 0A1; and (b) extended the proxy deadline for voting at the Special Meeting from Wednesday, December 14, 2022 at 10:00 a.m. EST to up until the start of the Special Meeting. If you have already voted your proxies in favour or against the Private Placement and Series C Amendments and wish to revoke your proxy, please see the Circular for further information.
Fire & Flower Board Recommendation
The board of directors of the Company (the "Board"), based on a unanimous recommendation of a special committee comprised of independent directors (the "Special Committee") and after consultation with its advisors, has unanimously determined that the Debenture Amendment is in the best interests of Fire & Flower and reiterates its recommendation that the Shareholders, other than ACT and its affiliates, vote in favour of the Private Placement and the Series C Amendments at the Special Meeting to be held on December 29, 2022.
The Special Committee was established by the Board to consider certain proposals made by ACT, as well as other alternatives available to the Company and, if deemed advisable, negotiate with ACT. The Special Committee has unanimously recommended that the Board approve the Debenture Amendment. The Board (excluding conflicted directors), having received the unanimous recommendation of the Special Committee, unanimously approved the Debenture Amendment and determined that the Debenture Amendment is in the best interests of the Company and recommends that the Shareholders, other than ACT and its affiliates, vote in favour of the Debenture Amendment at a meeting of Shareholders to be held at a future date to be determined by the Company.
Related Party Transaction
ACT holds greater than 10% of the outstanding voting securities of the Company. As such, the Debenture Amendment constitutes a related-party transaction under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Debenture Amendment is not subject to the formal valuation requirements of MI 61-101. The Debenture Amendment is not exempt from the minority shareholder approval requirements under section 5.7 of MI 61-101, and as such, is subject to minority shareholder approval in accordance with MI 61-101, which approval is expected to be sought at a meeting of the Shareholders to be held at a future date to be determined by the Company.
Additional Information
A copy of the Amendment Agreement will be filed on the Company's profile on SEDAR at www.sedar.com.
About Fire & Flower
Fire & Flower is a cannabis consumer retail and technology platform with more than 90 corporate-owned stores in its network. The Company leverages its wholly-owned technology development subsidiary, Hifyre Inc., to continually advance its proprietary retail operations model while also providing additional independent high-margin revenue streams. Fire & Flower guides consumers through the complex world of cannabis through best-in-class retailing while the HifyreTM digital and analytics platform empowers retailers to optimize their connections with consumers. The Company's leadership team combines extensive experience in the technology, cannabis and retail industries.
Through the strategic investment of ACT (owner of Circle K convenience stores), the Company has set its sights on global expansion as new cannabis markets emerge and is poised to expand into the United States when permitted through its strategic licensing agreement with Fire & Flower U.S. Holdings upon the occurrence of certain changes to the cannabis regulatory regime. To learn more about Fire & Flower, visit www.fireandflower.com.
About Alimentation Couche-Tard Inc.
Couche-Tard is a global leader in convenience and mobility, operating in 24 countries and territories, with more than 14,300 stores, of which approximately 10,900 offer road transportation fuel. With its well-known Couche-Tard and Circle K banners, it is one of the largest independent convenience store operators in the United States and it is a leader in the convenience store industry and road transportation fuel retail in Canada, Scandinavia, the Baltics, as well as in Ireland. It also has an important presence in Poland and Hong Kong Special Administrative Region of the People's Republic of China. Approximately 122,000 people are employed throughout its network.
For more information on Alimentation Couche-Tard Inc. or to consult its audited annual Consolidated Financial Statements, unaudited interim Consolidated Financial Statements, and Management Discussion and Analysis, please visit: https://corpo.couche-tard.com.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
This news release contains certain forward-looking information within the meaning of applicable Canadian securities laws ("forward-looking statements"). All statements other than statements of present or historical fact are forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as "anticipate", "achieve", "could", "believe", "plan", "intend", "objective", "continuous", "ongoing", "estimate", "outlook", "expect", "project" and similar words, including negatives thereof, suggesting future outcomes or that certain events or conditions "may" or "will" occur. These statements are only predictions.
Forward-looking statements are based on the opinions and estimates of management of Fire & Flower at the date the statements are made based on information then available to Fire & Flower. Various factors and assumptions are applied in drawing conclusions or making the forecasts or projections set out in forward-looking statements. Forward-looking statements are subject to and involve a number of known and unknown, variables, risks and uncertainties, many of which are beyond the control of Fire & Flower, which may cause Fire & Flower's actual performance and results to differ materially from any projections. Such factors, among other things, include: final regulatory and other approvals or consents (including shareholder approval).
No assurance can be given that the expectations reflected in forward-looking statements will prove to be correct. Although the forward-looking statements contained in this news release are based upon what management of the Company believes, or believed at the time, to be reasonable assumptions, the Company cannot assure shareholders that actual results will be consistent with such forward-looking statements, as there may be other factors that cause results not to be as anticipated, estimated or intended. Readers should not place undue reliance on the forward-looking statements and information contained in this news release. Additional information regarding risks and uncertainties relating to the Company's business are contained under the headings "Risk Factors" in the Company's Annual Information Form dated April 26, 2022 and "Risks and Uncertainties" in the management discussion and analysis for the thirteen weeks ended October 29, 2022 filed on its issuer profile on SEDAR at www.sedar.com. The forward-looking statements contained in this press release are made as of the date of this press release, and the Company does not undertake to update any forward-looking statements that are contained or referenced herein, except in accordance with applicable securities laws.
No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.
SOURCE Fire & Flower Holdings Corp.
FUNMAN
3 years ago
PINEAPPLE EXPRESS ENTERS AGREEMENT TO OFFER SAME-DAY MEDICAL CANNABIS DELIVERY TO ENTOURAGE HEALTH PATIENTS
MAY, 04, 2022
https://investors.fireandflower.com/news/news-details/2022/Pineapple-Express-Enters-Agreement-to-Offer-Same-Day-Medical-Cannabis-Delivery-to-Entourage-Health-Patients/default.aspx
Fire & Flower continues to expand delivery services through CannDeliv technology platform and industry-leading logistics
TORONTO, May 4, 2022 /CNW/ - Fire & Flower Holdings Corp. ("Fire & Flower" or the "Company") (TSX: FAF) (OTCQX: FFLWF), a leading cannabis consumer retail and technology platform announced today that its wholly owned delivery and logistics subsidiary, Pineapple Express Delivery Inc. ("Pineapple Express") has entered into an agreement with Entourage Health Corp. (TSX-V: ENTG) (OTCQX: ETRGF) (FSE: 4WE) ("Entourage") to provide same-day delivery services to Entourage's patients in certain regions within Ontario.
Pineapple Express Enters Agreement to Offer Same-Day Medical Cannabis Delivery to Entourage Health Patients (CNW Group/Fire & Flower Holdings Corp.)
Patients of Entourage's Starseed Medicinal Inc. ("Starseed") platform will be able to select a same-day delivery option within their existing patient portal, which will be fulfilled by Pineapple Express.
"We continue to add additional value to our recent acquisition of Pineapple Express as we deepen our relationships with key licensed producer partners both in the recreational and medical delivery channels such as Entourage and its Starseed Medicinal network," shared Trevor Fencott, Chief Executive Officer of Fire & Flower. "Pineapple Express is the largest delivery platform in Canada, with more than 40,000 deliveries per month and it is the scale of our platform along with the CannDeliv technology that enables us to deliver exceptional service to our customers and medical producer patients."
Starseed's medical clients will receive real-time tracking by text message, delivery patient care and re-attempt support through Pineapple Express, enabled by the industry leading CannDeliv technology platform.
"Our agreement with Pineapple Express to provide same-day delivery access exemplifies our commitment to our Starseed medical clients as we strive to continuously offer a higher level of service – and we are excited to be working with our partners on this important initiative," shared George Scorsis, Chief Executive Officer and Executive Chairman of Entourage. "As leaders in medical and adult-use markets, we understand the importance of timely and consistent access to quality-crafted cannabis products. Pineapple Express with its proprietary software, combined with its extensive mobile operations and experienced focus on customer service were key factors in establishing this partnership to provide upgraded services to our patients."
About Fire & Flower
Fire & Flower is a leading, technology-powered, adult-use cannabis retailer with more than 100 corporate-owned stores in its network. The Company leverages its wholly owned technology development subsidiary, Hifyre™, to continually advance its proprietary retail operations model while also providing additional independent high-margin revenue streams. Fire & Flower guides consumers through the complex world of cannabis through education-focused, best-in-class retailing while the Hifyre digital retail and analytics platform empowers retailers to optimize their connections with consumers. The Company's leadership team combines extensive experience in the technology, logistics, cannabis and retail industries.
Through the strategic investment of Alimentation Couche-Tard Inc. (owner of Circle K convenience stores), the Company has set its sights on global expansion as new cannabis markets emerge and is poised to expand into the United States when permitted through its strategic licensing agreement with Fire & Flower U.S. Holdings upon the occurrence of certain changes to the cannabis regulatory regime.
Fire & Flower's wholly owned subsidiary, Pineapple Express Delivery, has over 15 years of experience offering same-day 60-minute delivery services in multiple industries across Canada. Pineapple Express Delivery offers a personalized experience for its customers and has established in-depth security and delivery protocols to facilitate same-day delivery of medical and recreational cannabis across the country.
To learn more about Fire & Flower, visit www.fireandflower.com.
To learn more about Pineapple Express Delivery, visit https://pineappleexpressdelivery.com/.
About Entourage Health Corp.
Entourage Health Corp. is the publicly traded parent company of Entourage Brands Corp. (formerly WeedMD RX Inc.) and CannTx Life Sciences Inc., licence holders producing and distributing cannabis products for both the medical and adult-use markets. The Company owns and operates a state-of-the-art hybrid greenhouse and processing facility located on 158-acres in Strathroy, ON; a fully licensed 26,000 sq. ft. Aylmer, ON processing facility, specializing in cannabis extraction; and a micropropagation, tissue culture and genetics centre-of-excellence in Guelph, Ontario. With its Starseed Medicinal medical-centric brand, Entourage has expanded its multi-channeled distribution strategy. Starseed's industry-first, exclusive partnership with LiUNA, the largest construction union in Canada, along with employers and union groups complements Entourage's direct sales to medical patients. Entourage's elite adult-use product portfolio includes Color Cannabis, Saturday Cannabis and Royal City Cannabis Co. – sold across eight provincial distribution agencies. The Company also maintains strategic relationships in the seniors' market and supply agreements with Shoppers Drug Mart. It is the exclusive Canadian producer and distributor of award-winning U.S.-based wellness brand Mary's Medicinals sold in both medical and adult-use channels. Under a collaboration with The Boston Beer Company subsidiary, Entourage is also the exclusive distributor of cannabis-infused beverages in Canada, expected to launch in 2022.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
This news release contains certain forward-looking information within the meaning of applicable Canadian securities laws ("forward-looking statements"). All statements other than statements of present or historical fact are forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as "anticipate", "achieve", "could", "believe", "plan", "intend", "objective", "continuous", "ongoing", "estimate", "outlook", "expect", "project" and similar words, including negatives thereof, suggesting future outcomes or that certain events or conditions "may" or "will" occur. These statements are only predictions.
Forward-looking statements are based on the opinions and estimates of management of Fire & Flower at the date the statements are made based on information then available to the Fire & Flower. Various factors and assumptions are applied in drawing conclusions or making the forecasts or projections set out in forward-looking statements. Forward-looking statements are subject to and involve a number of known and unknown, variables, risks and uncertainties, many of which are beyond the control of Fire & Flower, which may cause Fire & Flower's actual performance and results to differ materially from any projections of future performance or results expressed or implied by such forward-looking statements. Such factors, among other things, include: regulatory and other approvals or consents; fluctuations in general macroeconomic conditions; fluctuations in securities markets; the impact of the COVID-19 pandemic; the ability of the Company to successfully achieve its business objectives and political and social uncertainties.
No assurance can be given that the expectations reflected in forward-looking statements will prove to be correct. Although the forward-looking statements contained in this news release are based upon what management of the Company believes, or believed at the time, to be reasonable assumptions, the Company cannot assure shareholders that actual results will be consistent with such forward-looking statements, as there may be other factors that cause results not to be as anticipated, estimated or intended. Readers should not place undue reliance on the forward-looking statements and information contained in this news release. Additional information regarding risks and uncertainties relating to the Company's business are contained under the heading "Risk Factors" in the Company's annual information form dated April 29, 2022 and the heading "Risks and Uncertainties" in the management discussion and analysis for the quarter ended October 30, 2021 filed on its issuer profile on SEDAR at www.sedar.com. The forward-looking statements contained in this press release are made as of the date of this press release, and the Company does not undertake to update any forward-looking statements that are contained or referenced herein, except in accordance with applicable securities laws.
No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.
SOURCE Fire & Flower Holdings Corp.
FUNMAN
3 years ago
Earnings Call Transcript - Fire & Flower Holdings Corp. (FFLWF) CEO Trevor Fencott on Q4 2021 Results -
Apr. 26, 2022 1:23 PM ET
Fire & Flower Holdings Corp. (FFLWF)
Fire & Flower Holdings Corp. (OTCQX:FFLWF) Q4 2021 Earnings Conference Call April 26, 2022 8:30 AM ET
Company Participants
Trevor Fencott - CEO
Judy Adam - CFO
Conference Call Participants
Frederico Gomes - ATB Capital
Aaron Grey - Alliance Global Partners
Alex Gelmych - Echelon Capital Markets
Jason Sandberg - PI Financial
Justin Keywood - Stifel GMP
Operator
Hello and welcome to the Fire & Flower Fourth Quarter Financial and Operational Results. My name is Katie, and I will be coordinating your call today [Operator Instructions].
I'll now hand over to your host, Trevor Fencott, the Chief Executive Officer of Fire & Flower to begin. Trevor, please go ahead.
Trevor Fencott
Thank you very much, and thank you for joining me today for our fourth quarter and fiscal year 2021 conference call. I'm Trevor Fencott, President and CEO of Fire & Flower. And joining me today is Judy Adam, our CFO. Earlier today, our company published its operational and financial results for the fourth quarter ended January 29, 2022, and the results are available on the company's Web site and on SEDAR. Prior to beginning our call, I'm going to admit to slide here, I'll direct listeners to the cautionary statement regarding forward-looking information published on the news release for the fourth quarter and fiscal year 2021, as well as our company's filings on SEDAR. Today, we'll driving a commentary on the fiscal fourth quarter of 2021 financial results along with an update on the continued execution of our asset light technology driven business model that's driving our financial growth and expansion of our cannabis retail footprint across North America. We'll then conclude with the moderated question-and-answer period from equity research analysts that cover Fire & Flower.
So our fiscal 2021 highlights. To begin fiscal 2021 was a year of significant growth and advancement across the company. Results continue to demonstrate the unique value of the Hifyre consumer technology platform and progress across all business segments. Total consolidated revenue across the segments of digital, retail and wholesale increased 37% to a record of $175.5 million for the fiscal year. Given retail headwinds that occurred in the fourth quarter of the year, adjusted EBITDA was essentially flat to the prior year at about 5.1%. Driving the growth in the business with a significant increase in year-over-year revenue in our Hifyre consumer technology platform segment with an impressive 129% increase year-over-year. In this segment alone, the company generated $14.3 million in revenue at an extremely high margin. Despite an increase in retail store licenses in all jurisdictions, which Judy will speak to in her comments, our retail business segment increased revenue by 29% to $130.8 million for the fiscal year. At the end of our fiscal year, Fire & Flower represented one of the largest cannabis retail store networks in Canada with more than 100 stores opened and operating.
One of the most exciting progressions for the fiscal year was driven through a number of our acquisitions at our e-commerce and passive light business unit. We refined our vision to a consumer retail and technology platform with the mission to deliver cannabis to the world. Executing upon this vision, we added cannabis consumer web traffic into our platform due to acquisition of PotGuide and Wikileaf at the top of our funnel, which also marked the opening of our Hifyre office in Denver, Colorado. We also acquired the largest cannabis delivery business in Canada, Pineapple Express, which now delivers more than 40,000 packages per month across many Canadian provinces. Pineapple Express provides the necessary technology and scale to cost effectively deliver cannabis packages direct to consumers in a manner that those shopping in the legacy markets are accustomed to. In addition, this business provide us with enhanced operating leverage through offering medical delivery services to our existing licensed producer partners, as well as logistics within the cannabis industry. The results and progress that we've achieved this year uniquely position Fire & Flower to compete in the evolving Canadian market and advance our strategy in the United States and international markets.
So for fourth quarter 2021 and those recent highlights. During the fourth quarter of fiscal 2021, we continue to see headwinds driven by both a significant increase in the number of licensed stores as well as competitive price pressures within the market. We've taken steps to address competitive challenges by playing to our strengths on ensuring that we focus on the long term sustainability of the business. For the quarter, we saw modest decrease in revenue to $42.7 million with a negative adjusted EBITDA of $2.4 million. Despite the consolidated performance, our highest margin most growth oriented and most scalable business segment, the Hifyre consumer technology platform, reported a record quarterly revenue of $4.1 million, again, an extremely high margin. This represents a sequential quarter-over-quarter growth of 7% over the past record quarter for this business segment. We continue to focus on innovation, growth and commercialization within this business segment to propel the company forward.
One of the questions that we get most from most investors is the timing of our NASDAQ application. Recently, we completed the filing of our 40-F registration and DTC eligibility, which are amongst the final stages of our NASDAQ application. We understand that investors are eagerly anticipating the NASDAQ listing, especially if your position as a technology driven consumer cannabis platform, which is the natural fit for listing on the NASDAQ exchange. We believe the timeline for our listing is measured in weeks at this point and we're excited to be listed on this exchange, which will bring greater visibility to US based investors who are already interested in our story. Last week, our strategic partners, Alimentation Couche-Tard, the owners of the Circle K convenience store chain, provided us with their intent to exercise the Series B warrants, which will take their ownership stake in Fire & Flower to more than 35%. I'll speak further to our progress with Circle K and other strategic initiatives in the next slide.
Most recently, in response to the needs of the rapidly growing value oriented consumer segment, we've announced the expansion of the industry first Spark Select pricing program. This expansion of our strategy is designed to attract additional value oriented customers, which are driving competitive pressures in the market. As always, our strategic focus has been on capturing valuable customer segments and preserving the highest possible gross margin through using data to understand our customers and meet their product and pricing needs. Further details on the expansion of Spark Select program will be forthcoming on our Web site, social media and through digital and retail engagement channels of our customers.
So for a Circle K strategic update. For those of you on the call today who are new to our story, Fire & Flower had a strategic agreement with retail giant, Alimentation Couche-Tard, the owners of the Circle K convenience store chain. This is a company with an impressive story and a retail scale of more than 14,000 stores in 26 countries around the globe. And as of today, Couche-Tard has a market capitalization of more than $60 billion. Through a warrant structure, Circle K has the potential to take up to 50.1% ownership stake in Fire and Flower, which I'll provide an overview of in the next slide. Couch-Tard holds a board position with Fire & Flower and we've worked together on many strategic initiatives, including a co-located store program, which was proven successful on every metric. Based on the pilot program, Fire & Flower has entered into a strategic licensing agreement where the Hifyre technology, Fire & Flower brand and operating procedures will be used in cannabis dispensary locations owned by Circle K adjacent to convenience store location.
This is an important part of our strategy, potentially large number of convenience store locations, not only provide traffic and consumer engagement to the Fire & Flower brand but also serve as distributed pickup points for e-commerce delivery to cannabis consumers through the Pineapple Express delivery service and logistics. It’s important to note that we continue to work with Circle K on improving operational efficiencies and real estate site selection across our retail network. There are also significant opportunities for the Hifyre consumer technology platform globally as Fire & Flower and Circle K become more closely aligned.
All right. So sort of a summary of our warrant action here. We thought that it's important in this slide to call, I would provide overview of the strategic agreement of warrant structure between Circle K owner Alimentation Couche-Tard and Fire & Flower. So first, I draw your attention to our disclosure on this topic that the warrants are held through a numbered Ontario company, of which details can be found on SEDAR. I'll also note that the warrant numbers referred on this slide are post consolidation. So it's a bit of history in the warrant structure. Up until March 2, 2021, Couche-Tard held 19.9% ownership in us, which is achieved through an initial investment, which is a conversion of A-1 and A-2 warrants, as well as a conversion of some debentures. From there, in June of 2021, Couche-Tard exercised its Series A-3 warrants, which took the company up to 22.4% ownership in Fire & Flower.
Last week Couche-Tard provided us notice of an early exercise of the Series B warrants, which will be completed two days from today. The next series of warrants after the Bs are the C warrants, which if exercised, will take Couche-Tard up to 50.1% ownership in our company. The timeline of these warrants is between October 1, 2022 and June 30, 2023 at an outside expiry date. It's very important to understand that these warrants are exercisable at 125% of the 20 day VWAP to a maximum of $30 per share. I'll underscore this again that these warrants are at a 25% premium to market with an outside expiry date of June 30, 2023. We thought it's important for those people that are new to the story to provide an overview of the structure. And if there are any questions about the warrant structure of our strategic relationship, we encourage you to reach out directly to our investor relations team.
Leading the way in our growth has been the Hifyre cannabis technology platform, which has delivered success in high margin revenue channels. As we continue to build our business as a complete consumer technology and retail platform, Hifyre will build and maintain our competitive advantage. In fiscal 2021, we acquired PotGuide and Wikileaf, driving top level cannabis consumer traffic. The acquisition of PotGuide brought us a US presence for Hifyre with our office in the technology hub of Denver, Colorado. In addition to driving revenue in PotGuide, Hifyre is also generating revenue through the amended strategic agreement with Fire & Flower U.S. Holdings, formerly American Acres Managers. Through our data and analytics business, Hifyre IQ.
We are also continuing to grow our strategic partnership with US data leader, BDSA, in offering integrated Canadian and US data where subscribers include major US financial institutions, beverage alcohol companies, tobacco companies and international players looking to grow in the cannabis industry. Our core products of Hifyre IQ and Hifyre Reach enjoy very significant market share and have built a base of strong monthly recurring and annually recurring revenue that you'll see us refer to as MRR and ARR. The direct-to-consumer branded the-commerce channel enabled by Pineapple Express delivery has launched in pilot with branded dispensaries online for key Canadian license producers, including Tilray, Oxley and Organa Graham to name a few. We see a significant opportunity to leverage our existing customer and vendor relationships and expanding medical delivery and logistics through Pineapple's industry leading CannDeliv technology, a network of more than 40,000 deliveries per month.
Moving on, I'll provide an update on our retail network and the expansion of the Spark Select program. Our retail network continues to be one of the largest across the country with more than 100 corporately owned stores across major private retail markets. Given our large corporate owned retail footprint, we will also focus on how to drive consumer touchpoints in an asset lightweight through the co-located store program with our partners at Circle K. With the addition of a significant number of retail stores and licenses across the country and the emergence of a growing value oriented customer segment, it's important for us to respond to the needs of this rapidly growing segment, especially true with the largest market of Ontario. Last week, we announced the expansion of our Spark Select member pricing program more than 420,000 Spark Perks members. Within the expansion of this program, there will be a large number of products offered with the top products discounted to address the needs of this highly competitive market. Fire & Flower will leverage the deep insights garnered from our proprietary Hifyre IQ analytics program to establish a competitive pricing and product strategy that provides our customers and products that meet their buying habits and needs. Anticipated benefits in the expanded Spark Select program include driving higher overall retail sales, increased engagement from our Spark Perks members, new Spark Perks membership benefits, all while addressing this rapidly growing consumer segment.
I'd like to now turn the call over to Judy to discuss our financials and provide a more detailed overview of the progress at each of our key business segments as made in the fourth quarter and the full fiscal year 2021. Judy?
Judy Adam
Thank you, Trevor and good morning everyone. I'm happy to provide a financial overview of Fire & Flower and our operations as released to the markets earlier this morning. To begin, I remind everyone that Fire & Flower follows a retail calendar with every quarter consisting of 13 weeks. Today, I will be speaking to the fourth quarter and year end results for fiscal 2021, which ended January 29, 2022. For the current fiscal year 2021, consolidated revenue was $175.5 million, an increase of 37% compared to $128.1 million in the prior year. All three business segments individually contributed to the year-over-year growth in consolidated revenue. The retail segment generated revenue of $130.8 million. The wholesale distribution segment generated revenue of $30.3 million and the digital platform segment generated revenue of $14.3 million. Total gross profit for the fiscal year 2021 also increased 37% year-over-year to $62.1 million and gross margin percentage was 35% consistent with the prior year.
Total SG&A expense for the current fiscal year was $63.2 million compared to $45.8 million in the prior year. SG&A expense, excluding share based compensation and acquisition strategic initiative professional fees for the current fiscal year 2021, was $57 million or 32% of revenue compared to $40.3 million or 31% of revenue in the prior year. The year-over-year increase is attributable to growth across all operating segments. This includes an increase in operating costs associated with the company's expansion of its retail network for 73 stores at the end of fiscal 2020 to 105 stores at the end of fiscal 2021. Expansion of the warehouse distribution operations to support growth for new retailers sourcing inventory from [overseas] and the province of Saskatchewan, continued investment in the Hifyre digital platform as we expand its virtual presence and incremental headcount in our corporate shared services to support the company's strategic growth initiatives. As well, professional and consulting fees increased by $1.9 million over the prior year, primarily due to business development activities, preparation for NASDAQ listing, implementation of a new ERP system and developing the co-location program with ACT.
Consolidated adjusted EBITDA for the fiscal year was $5.1 million, consistent with the prior year, and all three business segments generated positive adjusted EBITDA for the full fiscal year ended January 29, 2022. Given the challenges we faced this past year with prolonged changes in operating conditions due to COVID-19 and intense competitive retail landscape, the continued growth in consolidated revenue and adjusted EBITDA in fiscal 2021 reflects the benefits of scale and being a tech enabled retailer with a diversified segment portfolio. In particular, revenues from our proprietary Hifyre digital platforms more than doubled that of the prior year and delivered adjusted EBITDA of $7.7 million compared to just $1.8 million in the prior year. However, for the fourth quarter of fiscal 2021, our overall financial performance was soft when compared to the strong results we posted in the prior year as compared to the previous quarter. This highlights the accelerated pace in which the cannabis retail industry is evolving as a result of license saturation and increased competition. As Trevor mentioned earlier, we have already undertaken a proactive expansion of the Spark Select product and pricing program to capture additional customers in the fast growing value cannabis consumer segment.
Consolidated revenue for the fourth quarter fiscal 2021 was $42.7 million, down modestly from $43.2 million in the prior year comparable period. Retail generated revenue of $31.7 million, wholesale distribution generated revenue of $7 million and the digital platform segment generated revenue of $4.1 million. Retail revenue of $31.7 million for 13 weeks ended January 29, 2022 decreased 5% from $33.2 million in the prior year comparable period and decreased $2 million or 6% sequentially from Q3 fiscal 2021. The retail network expanded to 105 stores at the end of Q4 fiscal 2021 compared to 97 stores at the end of Q3 fiscal 2021 and 73 stores at the start of fiscal 2021. On a same store sales basis, comparing the 73 stores with operations throughout the 13 weeks of Q4 fiscal ‘21 and Q4 fiscal 2020, sales decreased by 33% year over year. Despite the increase in store count this current fiscal year, the decline in revenue year over year and from the prior quarter is primarily due to the highly competitive retail landscape, resulting from mass licensing, particularly in Ontario, as well as aggressive price discounting by value based retailers.
In Ontario alone, the total provincial store count increased by approximately 169 daily licensed stores or 14% from October 30, 2021 to 1,412 stores at January 29, 2022. This also represents a year over year increase of 245% or 1,003 newly licensed stores since last year. In the fourth quarter, the decline in same store sales was most significant in Ontario, Alberta and Saskatchewan, as a result of the surge in newly licensed stores in these provinces and aggressive discount based pricing tactics by value retailers intensified. While we saw a strong lift in total sales in December over November because of our promotions around holidays, January sales declined significantly compared to December similar to the market overall, which declined 8% nationally according to Statistics Canada data. From the sales trends we have seen over the last several months, it's clear that the value oriented cannabis consumer segment is growing at a more rapid pace. We have been closely watching and analyzing the pricing strategies of our competitors. And in response, we announced last week that we are launching a new pricing strategy that will focus on competitive and member based pricing. With the expansion of our industry first Spark Select member pricing program, there will be a larger number of products offered with top products discounted to address the needs of this highly competitive value oriented cannabis consumer segment.
Wholesale distribution revenue of $7 million for the fourth quarter of fiscal 2021 was comparable to the prior year as the Saskatchewan market becomes stabilized. We recently announced that open field distribution is expanding into the Manitoba market with cross stocking services and leveraging Pineapple Express delivery services. Extending these services into an additional province creates further scale and efficiency for the wholesale business segment going forward. Digital platform revenue increased 33% to $4.1 million in the fourth quarter of fiscal 2021 from $3.1 million in the fourth quarter of fiscal 2020. As company continues to monetize the Hifyre cannabis technology platform with increased data and ad network subscriptions, recurring monthly services to external clients and standalone data and analytics projects. The year over year increase also reflects that acquisitions of PotGuide and Wikileaf in Q3 of fiscal 2021, as well as Pineapple Express Delivery, which was acquired in late January 2022. Additional revenue was driven from channels within the US and the medical cannabis market as part of Hifyre strategy to increase engagement with its B2B customers. In the fourth quarter of fiscal 2021, the digital platform segment generated approximately $600,000 in revenue from the US market. We continue to look for opportunities to drive aggressive growth in the US market.
Total gross profit for the company for the fourth quarter of fiscal 2021 was $13.7 million or 32.1% of revenue compared to total gross profit of $16.4 million or 38% of revenue for same period of the previous year. The year-over-year decline in gross profit of $2.7 million is attributed to the retail segment, which saw a gross profit decline of $3.8 million year-over-year and gross margin reduction to 25.8% compared to 36% in the prior year. The decline was offset by increase in gross profit of $0.9 million from digital platforms segment. In the fourth quarter of fiscal 2021, gross margin percentage on a consolidated basis benefited from a shift in mix with a larger portion of gross profit coming from the high margin digital business in the current period compared to the prior year. The digital platform segment represents 29% of total gross profit dollars in the fourth quarter of fiscal 2021 compared to 19% in the prior year comparable period.
Total SG&A expense for the company for the fourth quarter of fiscal 2021 was $17.9 million compared to $15.2 million for the same period of the previous year. SG&A expense, excluding share based compensation and acquisition strategic initiative professional fee for the fourth quarter fiscal 2021, was $16.1 million or 38% of revenue compared to $13 million or 30% of revenues in the prior year. The increase was primarily due to higher store accounts driving increased associated operating costs combined with the reduction in same store sales.
Total adjusted EBITDA for the company for the fourth quarter of fiscal 2021 was negative $2.4 million compared to positive adjusted EBITDA of $35 million for the same period of the previous year. While the digital and wholesale segments delivered positive adjusted EBITDA and year-over-year growth in the current quarter, this was not enough to offset the decrease in adjusted EBITDA of negative $2.1 million from the retail segment and increased SG&A expense at quarter. The company reported a net loss of $19.5 million or a loss per share of $0.54 for the fourth quarter of fiscal 2021 compared to a net loss of $11.4 million or net loss per share of $0.55 in the comparable period of fiscal 2020. In the fourth quarter fiscal 2021, the company incurred restructuring impairment and other costs of $14.5 million, resulting from restructuring efforts as we optimize our retail portfolio and strategy. Of this total, a $10.9 million noncash impairment charged pertaining to acquired retail licenses for certain locations in Ontario, Alberta, Saskatchewan and BC as a result of the carrying value exceeding the expected recovery and recoverable amounts of these assets.
In addition impairment charges of $2.5 million for property and equipment and $0.9 million for right of use assets were incurred associated with certain retail locations that the company tends to no longer operate. Our balance sheet remains strong. And as of January 29, 2022, our cash balance on hand was $19.8 million. During the fourth quarter fiscal 2021, the company entered into a loan agreement with Couche-Tard for maximum aggregate amount of $30 million, which could be drawn in three separate tranches of $10 million. As at January 29, 2020, a total of $20 million was withdrawn under the loan agreement. As Trevor mentioned earlier this week, we announced ACT’s intention to exercise all of the Series B warrants outstanding to trading dates following the release of our fiscal 2021 financial statements. Following the exercise of the Series B warrants, the outstanding $20 million loan and accrued interest will be repaid in full and ACT’s ownership of Fire & Flower will increase to approximately 35%.
Thank you. And I'll turn it back to Trevor and look forward to questions from the participants on the call.
Trevor Fencott
Thank you, Judy. Some concluding remarks before we move on to questions from research analysts covering Fire & Flower. So fiscal 2021 was a year of significant growth for the company as we advance our mission to deliver cannabis to the world. We're uniquely positioned as a cannabis consumer technology and retail platform with significant ability to scale in the US and internationally as new opportunities emerge. Our Hifyre digital business segment has demonstrated continued impressive growth and is at the core of our strategy to compete in retail while demonstrating leadership and e-commerce and delivery channels where we aim to capture a valuable significant number of customers from the legacy cannabis market. On the retail front, the industry first leaders and member pricing will expand the Spark Select program to meet the needs of the rapidly expanding value driven customer segment. We view this customer segment as important in building audience size that we've proven the ability to monetize [indiscernible] revenue channels.
Fire & Flower’s unmatched with our strategic partner Alimentation Couche-Tard who’s next series of warrants if exercised will be at a 25% premium to market and positions Fire & Flower with ample capital for expansion, both domestically and internationally. Our vision is aligned with Couche-Tard starred and investors and customers to look forward to many more Fire & Flower stores adjacent to high traffic Circle K convenience stores. From the standpoint of public markets, we look to our NASDAQ listing to bring greater exposure to our story and a broader US investor base to our market in the coming weeks. Lastly and importantly, I'd like to offer a sincere and heartfelt thank you to all the employees of Fire & Flower at every level of our company for their tremendous work of preparing -- propelling our shared vision forward, particularly through our pandemic and challenging times.
I'm going to end with sharing our newly refined vision. For those that have not had a chance to review our most corporate -- recent corporate presentation, our vision is to become the largest cannabis consumer platform by using technology to focus on customer needs and by transforming the way people learn about and purchase cannabis. We’ll own the relationship with our customers from acquisition, through to purchase, either in-store or online, through fulfillment to their doors by optimizing and simplifying their consumer experience.
So with that, I believe we're going to take questions.
Question-and-Answer Session
Operator
[Operator Instructions] So we take our first question from Frederico Gomes from ATB Capital.
Frederico Gomes
My first question is on your gross margin at the retail segment close to 26%. We've seen some of your competitors with margins of 16%, 17%, 18%. So just considering the expansion of your pricing program there, should you expect your margins to decline to that same range at the retail level? And you know would you say that's sustainable over the long term, or is it just a short term strategy to compete and gain market share?
Trevor Fencott
So maybe I'll provide some high level commentary and have Judy jump in as well, and two perspectives on this, and by the way great question, that's I think really on everyone's mind. So for us, we started as a data driven company and you know we view the competitive sort of landscape as employing kind of sort of blunt tools like blanket discounting, which is simple to execute. You can do it sort of quickly and it's effective in sort of gaining things like market share. But you know our belief is that this is not a sustainable model, it's disruptive and that happens as you start to go through these competitive cycles. But we really want to lean into our competitive advantages. We have better data than our competitors. We have better tools than our competitors to understand what product need to be discounted and at what price is necessary to satisfy the demands of a consumer cohort. So for us, I think we want to be a lot more sort of choosy in where we need to compete and where we don't, because you're leaving a lot on the table in our view if you're simply just executing a blanket discount strategy, which might make for some press releases but ultimately, I think is going to be challenging to be sustainable. So maybe Judy, do you want to add some extra color to that?
Judy Adam
I would just add to what Trevor was saying. I mean, I think we are definitely going to leverage our Hifyre technology and a very sophisticated algorithm that we have available to us to really target product and formats of different products that are most wanted by our consumers. So we're taking a really targeted sort of price reductions approach. And we feel that this is our competitive advantage is to have the technology and the ability to use it towards a very sophisticated pricing and product strategy program. And in that way, we're not looking to have a gross margin -- we’re trying to protect our gross margins as much as that we can. And feel that while we'll see some compression for sure over the near term, ultimately, as we increase traffic and sales volume, we'll see that start to stabilize.
Frederico Gomes
My next question is on your number of stores. So you had 105 stores open this quarter but right now you have only 101 stores as of today. So could you provide more color on the stores that you closed, and were they in any specific geography? I know that some of them were accessories and other portion in cannabis. And what are your expectations for total number of stores for this quarter Q1, as well as for the reminder of 2022?
Trevor Fencott
Again, maybe we'll sort of double team this question as well. I mean, we've been very public yet that we have a shared service agreement with Couche-Tard. We actually share a lot of information with the real estate team, our real estate team. And so we've been, obviously, undergoing continued portfolio review and looking at our entire breadth of our portfolio. So yes, some of them are accessory stores. I think that I think we closed but we need to always be evaluating the landscape and using the most sophisticated tools we have, which is, Couche-Tard has a tremendous amount of information on where to place stores and evolving geographies and stuff. So we're going to always have that as part of our arsenal. I think we are going to see some pairing in markets where we don't feel we can be competitive and then sort of moving into markets where we feel there is still a competitive advantage to be had. So that's sort of the one piece.
The other piece is our goal for growth is largely driven by an asset light model. So we have corporate owned stores, which are important as hubs. You've heard me talk about hub, spoke and delivery as part of our model. But spoke locations, co-located locations, are actually utilizing Circle K real estate, which is very asset light to us and very, very efficient. And they serve as distribution nodes that can serve as a market and maybe serve as a market where an experienced store like a full standalone store is not warranted given the market pressure. So those are the two things I think to keep in mind. And Judy, do you want to sort of add anything to that or kind of specific store level or strategy?
Judy Adam
We definitely did. We closed a couple of stores in Q1, couple of accessory stores and other corporate stores, it was kind of all across Canada. And in terms of the go forward, I mean, we still have aproximately -- planning to build approximately around 20 corporate stores still in fiscal 2022. We've been much more selective in our real estate, as Trevor mentioned, really focusing on filling in our gaps in areas and in territories but also looking at sites that will make -- we'll add to our delivery strategy as well. So really it fits well in terms of being delivery nodes. We'll continue to expand our retail footprint as well. It'll be more focused on our co-located sites with ACT, but scale was important for us in retail as well. So you'll see our store footprint continue to expand but they’ll be more tailored towards co-located sites with ACT.
Operator
We take our next question from Aaron Grey from Alliance Global Partners.
Aaron Grey
Just want to talk about Spark Select, right? So you guys stopped being very choosy on where you look to discount. Just at a broad level, as you look at some of your consumer base, maybe you have some newer that have shifted away to other retailers, others that might be going to other retailers for select products. Given you're only going to have it this discount model for select products and not all. How do you think about, number one, the retention of the existing customer base that you still have and then may be bringing back some consumers that might have left back into the fold? And how that might play into just having some select products at discount versus the whole store as some of your competitors might?
Trevor Fencott
I mean, again, this goes back to our origin story. So from the very beginning, we've always been tech focused, knowing that this was going to be the end state. We built the company knowing that this was going to happen. And so we were the earliest to have a loyalty program, we got the data from day one, we've engaged our program -- our customers from literally the onset of legalization here. And so we've got a lot of information about what consumers’ preferences are, individual preferences are and we can cohort those groups very efficiently. So this is really no different than any other kind of tech enabled business like mobile gaming or any sort of subscription based sort of tech platform, those kinds of things, there's always win back strategies. You have to always be adapting your strategy, because really your job is to service your customers’ needs and wants. Like that's it, that's the job and that's what the tech was built to do.
So we have very, very good insight on kind of what matters to the various cohorts of our consumer base, and we can reach out directly to them. That's why in the early days you would have heard me talking a lot about this direct line of communication to your customer is the most important thing in cannabis, the thing that was missing in candidates. Well, we invested heavily in that, I think now it's definitely paying dividends because that deep knowledge, which is beyond just an email address or phone number, or some kind of transactional touch point, this relationship is something that can be bolstered through win back strategies but also to know what’s important to people. Not everyone’s price sensitive on all products, or some people very price sensitive on certain ones and then not others. So that's -- you have to know that about your customer to win in this environment, but that’s why we built the company that’s way.
Aaron Grey
And then the second one for me, just as you're pushing out the Spark Select offering, I was curious your existing customer base, they'll become knowledgeable of it. But how do you look to the market out to a broader customer base, hopefully, bringing new customers into the fold? So just maybe some marketing tactics you guys look to unfold with it?
Trevor Fencott
And again, we've always been concerned about what I call the cannabis echo chamber, which is like, look, you can add -- you can talk to customers in this sort of environment, it was very difficult to get the voice outside the cannabis community. But this goes to our program of things like selling gift cards, gift cards at Circle K stores, those kinds of things are outside the cannabis echo chamber.They are things where it's an automatic sale, when you get a gift card it has to be done online, that’s the way to ingest people into the Spark Perks program, things like our acquisitions of PotGuide and Wikileaf. And I'll often talk about the top of funnel that is the way to get people more engaged to have them understand. So for example, our brand store in Palm Springs, there are Spark Select members in Palm Springs, local for that market and that particular store there. So we totally agree that you have to get outside of the cannabis echo chamber, but we've made those moves proactively with PotGuide, with Wikileaf. Those are ways to kind of get the word out there and we've invested in it, just sort of simply -- word of mouth is also very important and we know that that's going to be part of the Spark Select program as well. Again, we've invested pretty heavily in getting the word outside the cannabis ecosystem.
Operator
Our next question comes from Alex Gelmych from Echelon Capital Markets.
Alex Gelmych
I'm wondering if you have any comments on the planned use of proceeds from the exercise of the Couche-Tard Series B warrants?
Trevor Fencott
So I mean, the first thing we're going to do is pay down the line of credit $20 million -- line of credit and clean up our balance sheet, which should leave us with net proceeds. If you had to estimate the 20 day VWAP, we think that the proceeds are certainly north of $40 million minus $20 million that leaves us with rough math and $20 million net proceeds from this, which will significantly enhance our balance sheet as well. So the short answer is we’ll just pay off the line of credit and keep the rest of the cash, deploy it, or strategic purposes.
Alex Gelmych
And then a follow-up if you don't mind. I'm curious about the consolidation of PotGuide and Wikileaf into the digital segment, and how much contribution you saw from these two companies in the first full quarter consolidation?
Trevor Fencott
I'll speak to kind of at a strategic level and then Judy can come in with the numbers. But again, strategically for us it's very important to own that customer journey and relationship from acquisition, which is top of funnel for us, things like PotGuide, like Wikileaf all the way down to delivery to their door. So that completes the vertical integration. So for us it's a lot about kind of eyeballs, outside traffic, outside influence, bringing people into the system, mobilizing our Hifyre reach ad technology outside of the cannabis eco chamber. So in that sense it's being very successful bringing people in. But in terms of economic contribution, maybe I'll flip to Judy, because I think we had a stub, they were only integrated for a bit of the quarter.
Judy Adam
Actually, we had a full quarter for PotGuide in Q4. I mentioned earlier in my remarks that our US sourced revenue is now around $600,000 for Q4, half of that would have from PotGuide and the other half would have came from licensing fees in Hifyre into the US, primarily from our amendment to the FAF US agreement.
Operator
Our next question comes from Jason Sandberg from PI Financial.
Jason Sandberg
Just looking at your retail sales decline on a same store sales basis. The number in the fourth quarter was a little bit worse than what it was in Q3. I'm just wondering whether we should read into this and assume that retail market will continue to get worse during the same store sales growth? Do you believe that you've hit the bottom and you're now moving up? I know one of your competitors have said good things about their January -- their month of January sales. Just wondering if you can give any insight in terms of what that retail same store sales growth we should expect moving forward?
Trevor Fencott
I mean, I think there's a couple of elements to that. I mean, the first thing to watch is obviously going to be new market entrant. So when we continue to add, I think Judy had the stat there’s like a thousand stores were added in Ontario in the past 12 months. So if that pie continues to grow at such an aggressive rate and again, we don't expect it to grow as aggressively as that, because I think that that sort of represented the last of the queue that the pent up demand there. But if it did continue to grow and there's nothing stopping people from opening stores, that's going to have an effect on same store sales across the industry. That's the industry sort of base expanding. And then I think there's the other piece of it, which is where we go with price compression and you know what the customer sort of want. So there's moving between retailers based on that.
So I mean, I think with our visibility, we're launching our Spark Select member pricing program, which we think is going to be competitive and kind of the retaining and winning back customers and sort of market share. But again, the X factor is how many more licenses come out there. I think what we're also seeing now though is actually store closures. So if that's the case, the store closures start to outpace new store openings, like new licenses being granted. I think we can expect -- reasonably expect that the markets that have starting to stabilize. And again, there's no question in our mind that this year is what we call a shakeout year. This is going to be a lot of -- a lot of companies are going to kind of, I think, suffer. But at the end of it, we're going to reach a position of equilibrium where the strong players and where’s the other end, and we certainly think we're going to be one of those strong players. So I know it's kind of -- it's a roundabout way of answering it, but the key data factor, I think, is going to be new market entrants versus market exits.
Operator
[Operator Instructions] We take our next question from Justin Keywood from Stifel GMP.
Justin Keywood
I'm just wondering the impact of inflation. If that’s possible that we price through in any type of price increases going forward and how the company is managing that?
Trevor Fencott
Well, price -- inflation actually hits a number of different parts of it to varying degrees. So in terms of like the product cost, we haven't seen that come in yet, I don't believe from the production standpoint. We haven't seen it reflected in product prices, although it's possible. In terms of like price at retail, sort of the conventional thinking is that this is more our product, it's more like sort of alcohol or consumable in that sense. I think where -- well, there's certainly things that we watch very carefully are things like inflation index to things like wages. We have a large labor force. Those are things we keep careful tabs on. But I think it's kind of early in the piece for us in terms of like a prolonged inflationary period. I don't know, Judy, if you want to add any sort of color to that, but that's sort of certainly my kind of high level thinking.
Judy Adam
Yes, nothing further to add to what you said, Trevor. I think you covered it.
Justin Keywood
And then I wonder if you just take a step back. Obviously, there's some competitive pressures in a saturated market, and I heard the expansion initiatives earlier in the call. But I'm wondering if this is a time to be a bit more aggressive. And I assume Couche-Tard is well familiar in operating in hyper competitive environments. And I'm wondering if you have any feedback as far as how Couche-Tard is viewing the current landscape, and if there's perhaps a strategy to acquire and again, a bit more aggressive on market share gains?
Trevor Fencott
I mean, well, we both share the same view, which is we need -- that market share is important, we need to catch up. And that in these times as disruptive as they are, and as I keep saying, it's a shakeout period, there's a lot of opportunities during shakeouts. If you're well capitalized, if you have scale and if you have the staying power and strategy to kind of get to the end. And that we're very confident that we get to the end of this disruption cycle and come out the other side a lot stronger. And that could mean things like there's going to be opportunities for acquisitions that are perhaps priced appropriately at this point. There’s going to be lots of opportunity in a shakeout year. We're not blind to that reality. I know a couple of key competitors as well that are also strong and looking at things. So I absolutely agree that there's opportunity and adversity. We're big fans of that. And -- listen our track record sort of speaks for itself. We're getting cashed up with the Series B warrant exercise. We've got a strong, aggressive partner who understands that acquisition in adverse times, if you can afford it, if you're strong enough, that can really make an outsized difference on the other end of the disruption.
Operator
[Operator Instructions] We currently have no more questions registered. So Trevor, I will hand it back to you for any closing remarks.
Trevor Fencott
I just want to thank everyone for taking the time to listen to our story, and tune in again and ask your questions, much appreciate it. We look forward to talking to everyone in next quarter. Thanks so much.
Operator
Thank you for joining today's call. This now concludes the call. Please disconnect your lines.
FUNMAN
3 years ago
FIRE & FLOWER ANNOUNCES 2021 FISCAL AND FOURTH QUARTER FINANCIAL AND OPERATIONAL RESULTS
APRIL, 26, 2022
https://investors.fireandflower.com/news/news-details/2022/Fire--Flower-Announces-2021-Fiscal-and-Fourth-Quarter-Financial-and-Operational-Results/default.aspx
Fiscal 2021 Highlights:
Consolidated revenue for fiscal year 2021 increased 37% to a record $175.5 million
Consolidated Adjusted EBITDA for fiscal 2021 was $5.1 million, consistent with the prior year
Hifyre™ cannabis consumer technology platform generated a record $14.3 million for the fiscal year, an increase of 129% year-over-year
Retail revenue increased 29% to a record $130.8 million for fiscal 2021, with more than 100 retail stores opened and operating at January 29, 2022
Acquired Pineapple Express Delivery, PotGuide and Wikileaf to expand logistics capabilities and web traffic as part of the asset light e-commerce strategy
Fourth Quarter 2021 and Recent Highlights:
Consolidated revenue and Adjusted EBITDA for the fourth quarter of fiscal 2021 was $42.7 million and negative $2.4 million, respectively
Hifyre™ revenue for the fourth quarter generated a record of $4.1 million representing a 7% sequential increase quarter-over-quarter
Completed one of the final steps in preparation for listing on the NASDAQ including filing of the 40-F registration statement and DTC eligibility for common shares
Announced intent to exercise Series B warrants by strategic partner Alimentation Couche-Tard, owner of Circle K convenience stores
Announced an expansion of the industry-first Spark Select program, a new highly competitive product and pricing strategy to drive an expanded customer base, in a proactive response to the fast growing value-oriented cannabis consumer segment
TORONTO, April 26, 2022 /CNW/ - Fire & Flower Holdings Corp. ("Fire & Flower" or the "Company") (TSX: FAF) (OTCQX: FFLWD), today announced its financial and operational results for the fiscal year and fourth quarter ended January 29, 2022.
Fire & Flower logo (CNW Group/Fire & Flower Holdings Corp.)
"Fiscal 2021 has been a year of significant advancement and growth for Fire & Flower and we have delivered meaningful year-over-year revenue growth. The Hifyre Digital Platform has exhibited impressive 129% annual and 7% quarterly sequential growth and is the core value proposition of our business. This year, we have refined our vision to, 'Deliver Cannabis to the World' positioning our business as a consumer e-commerce platform, supported by a distributed retail network enhanced by our Circle K store co-location program. This position is enabled through the acquisition of Pineapple Express Delivery, one of the largest cannabis delivery platforms in the world," shared Trevor Fencott, Chief Executive Officer of Fire & Flower.
"In the fourth quarter of fiscal 2021, while we have continued to see growth in our Hifyre digital business segment, we saw a decline in our retail revenue due to increased competitive pressures within the Canadian cannabis retail landscape. We announced a further competitive price and product strategy aimed at continuing to build an expanded consumer base. As we look out to fiscal 2022, we anticipate continued growth in our digital business and driving further revenue opportunities in the U.S. We look forward to greater continued alignment with our partners at Alimentation Couche-Tard through the retail store co-location program which will be important in delivering a clear, convenience-oriented value proposition to our customers in brick-and-mortar retail and e-commerce."
Consolidated Financial Highlights
Thirteen weeks ended
Fifty-two weeks ended
(In thousands of Canadian dollars,
29-Jan-22
30-Jan-21
29-Jan-22
30-Jan-21
except per share amounts)
Total Revenue
42,697
43,219
175,499
128,053
Gross Profit
13,705
16,429
62,094
45,419
Gross Profit Percentage
32.1%
38.0%
35.4%
35.5%
Adjusted EBITDA
(2,410)
3,455
5,120
5,154
Net loss
(19,461)
(11,417)
(63,592)
(78,959)
Basic loss per share
(0.54)
(0.55)
(1.89)
(4.54)
Financial and Operational Highlights for the 2021 Fiscal Year and for the Fourth Quarter Period Ended January 29, 2022
Revenue of $42.7 million and $175.5 million for the fourth quarter and fiscal year ended January 29, 2022, representing a modest decrease of 1% for the comparable quarter (from $43.2 million) and a 37% increase year-over-year (from $128.1 million).
While all business segments contributed to the year-over-year revenue increase, the quarter-over-quarter revenue decrease was primarily due to increasing competition from new licences issued and pricing pressures in the retail market.
Gross profit of $13.7 million and $62.1 million for the fourth quarter and fiscal year ended January 29, 2022 represented a decrease of 17% for the comparable quarter (from $16.4 million) and a 37% increase year-over-year (from $45.4 million).
Adjusted EBITDA of negative $2.4 million for the fourth quarter and positive $5.1 million for the fiscal year ended January 29, 2022.
Net loss of $19.5 million for the quarter and $63.6 million for the fiscal year ended January 29, 2022, compared to a net loss of $11.4 million for the comparable quarter and $79.0 million for the fiscal year ended January 30, 2021.
An increase of 32 stores during the fiscal year, with 105 stores open and operating at the fiscal year end.
Alimentation Couche-Tard increased its equity ownership to 20.8% with $20 million outstanding on the ACT Loan and $2.4 million in convertible debentures outstanding.
As part of the Company's continued digital strategy, completed the acquisitions of Pineapple Express Delivery, PotGuide and Wikileaf.
Amended the strategic licensing agreement with Fire & Flower U.S. Holdings (formerly American Acres Managers) to derive additional U.S. based digital revenue.
Segment Revenue
Thirteen weeks ended
Fifty-two weeks ended
(In thousands of Canadian dollars unaudited)
29-Jan-22
30-Jan-21
29-Jan-22
30-Jan-21
Revenue
Retail
31,670
33,156
130,823
101,497
Wholesale
6,969
7,002
30,336
20,300
Digital Platform
4,058
3,061
14,340
6,256
Total Revenue
42,697
43,219
175,499
128,053
Segment Adjusted EBITDA
Thirteen weeks ended
Fifty-two weeks ended
(In thousands of Canadian dollars unaudited)
29-Jan-22
30-Jan-21
29-Jan-22
30-Jan-21
Adjusted EBITDA
Retail
(2,077)
1,930
1,223
7,539
Wholesale
1,010
1,126
4,725
2,905
Digital Platform
1,885
1,581
7,708
1,767
Corporate
(3,228)
(1,182)
(8,536)
(7,057)
Total Adjusted EBITDA
(2,410)
3,455
5,120
5,154
Retail
Retail revenue for the 2021 fiscal year increased 29% to $130.8 million from $101.5 million in fiscal year 2020.
Retail revenue for the fourth quarter, decreased 5% to $31.7 million from $33.2 million in the prior year comparative period. Revenue decreased $2.0 million or 6% sequentially from Q3 fiscal 2021.
Gross profit for the 2021 fiscal year was $41.5 million compared to $35.1 million in 2020 fiscal year.
Gross profit for the fourth quarter was $8.2 million, a decrease of 31% compared to $11.9 million for the prior year comparative period.
Gross profit margin was 25.8% for the fourth quarter ended January 29, 2022 and 31.7% for the 2021 fiscal year.
Segment Adjusted EBITDA for the 2021 fiscal year was $1.2 million compared to $7.5 million in fiscal year 2020. Segment Adjusted EBITDA decreased to negative $2.1 million in the fourth quarter 2021 from positive $1.9 million in the same quarter the prior year.
The Company had 105 stores open and in operation at the end of January 29, 2022, compared to 73 stores at the end of January 30, 2021.
Wholesale
Wholesale distribution revenue for the 2021 fiscal year increased 49% to $30.3 million compared to $20.3 million in 2020 fiscal year.
Wholesale distribution revenue in Q4 fiscal 2021 of $7.0 million was approximately flat compared to the same quarter of the prior year.
Gross profit was $6.4 million for the 2021 fiscal year compared to $4.1 million in 2020 fiscal year.
Gross profit in Q4 fiscal 2021 increased to $1.6 million year-over-year from $1.4 million in the same quarter of the prior year.
Segment Adjusted EBITDA for the 2021 fiscal year was $4.7 million compared to $2.9 million in 2020 fiscal year. Segment Adjusted EBITDA decreased to $1.0 million in Q4 2021 from $1.1 million in the same quarter of the prior year.
Hifyre™ Digital Platform
Hifyre Digital Platform revenue for the 2021 fiscal year increased 129% to $14.3 million compared to $6.3 million in 2020 fiscal year.
Q4 2021 Hifyre revenue was $4.1 million compared to $3.1 million in the same quarter of the prior year.
Gross profit margin was 97.3% for the fourth quarter ended January 29, 2022 and 99.2% for the 2021 fiscal year.
Adjusted EBITDA for the 2021 fiscal year was $7.7 million compared to $1.8 million in 2020 fiscal year. Adjusted EBITDA increased to $1.9 million in Q4 2021 from $1.6 million in the same quarter the prior year.
Subsequent Operational Highlights Post January 29, 2022
Amended the Strategic Licensing Partnership and Option to Acquire Fire & Flower U.S. Holdings (formerly American Acres Managers) and the creation of an additional high margin U.S. digital revenue stream on January 31, 2022.
Pineapple Express Delivery launched next-day delivery services with BC Cannabis Stores in the Vancouver region on February 24, 2022.
Completed one of the last remaining steps in the Company's NASDAQ listing through obtaining DTC Eligibility for the Company's common shares on April 13, 2022.
Expanded logistics and delivery services through a cross-docking Distribution Agreement with Manitoba Liquor & Lotteries on April 14, 2022.
Announced a highly competitive product and pricing strategy to drive an expanded customer base on April 21, 2022.
On April 20, 2022, announced intent to exercise Series B warrants by strategic partner Alimentation Couche-Tard, owner of Circle K convenience stores, resulting in a post exercise ownership stake of approximately 35%.
Non-IFRS Measures – Adjusted EBITDA "Adjusted EBITDA" is a Non-IFRS metric used by management that does not have any standardized meaning prescribed by IFRS and may not be fully comparable to similar measures presented by other companies. Management defines the Adjusted EBITDA as the Income (loss) for the period, as reported, before income taxes and other expense (income) items such as finance costs, finance income, gains and losses related to derivative liability revaluations and debt extinguishments, and adjusted for share-based compensation, depreciation and amortization, impairment expense, impairment of right-of-use ("ROU") assets net of lease liabilities remeasurement, restructuring charges, professional fees associated with acquisitions, financing and strategic initiatives.
Adjusted EBITDA has been calculated differently than in periods prior to Q1 2021, where the Company previously included lease liability cash payments as disclosed in accordance with IFRS 16 "Leases" accounting standards. The updated measure reflects the Company's new approach to analyzing the consolidated operating performance across the business lines. The Company believes the updated definition is an alternative measure to assess performance as it provides meaningful operating results and facilitates period-to-period operating comparisons. As other companies may calculate this non-IFRS measure differently than the Company, this metric may not be comparable to similarly titled measures reported by other companies. We caution readers that Adjusted EBITDA should not be substituted for determining net income (loss) as an indicator of operating results, or as a substitute for cash flows from operating activities. A reconciliation of net income (loss) to Adjusted EBITDA is presented below.
Adjusted EBITDA for the fourth quarter ended January 29, 2022 and 2021 fiscal year was negative $2.4 million and a positive $5.1 million compared to positive Adjusted EBITDA of $3.5 million for the comparable quarter and $5.2 million for the 2020 fiscal year respectively.
Adjusted EBITDA
Thirteen Weeks ended
Fiscal Year ended
(in thousands of dollars)
January 29, 2022 ($)
January 30, 2021 ($)
January 29, 2022 ($)
January 30, 2021 ($)
Net loss – as reported
(19,461)
(11,417)
(63,592)
(78,959)
(Gain) loss on revaluation of derivative liability
(7,558)
2,444
8,545
(18,638)
Loss on extinguishment and revaluation of debentures
-
(710)
-
53,152
Finance costs, net
1,505
4,055
7,245
24,884
Income taxes, net
1,330
781
2,452
1,999
Share-based compensation
468
522
3,174
2,512
Acquisition and strategic initiative professional fees
1,306
1,662
3,094
3,000
Depreciation & amortization
5,495
3,419
19,080
12,345
Restructuring, impairment and other costs, net
14,505
2,699
25,122
4,859
Adjusted EBITDA
(2,410)
3,455
5,120
5,154
Lease liability cash payments for the thirteen weeks and fiscal year ended January 29, 2022 were $2.4 million and $9 million, respectively (January 30, 2021: $0.8 million and $3.2 million, respectively).
Webcast & Conference Call
Fire & Flower will host a webcast and conference call with Trevor Fencott, Chief Executive Officer, and Judy Adam, Chief Financial Officer at 8:30 a.m. EDT on April 26, 2022. The webcast will discuss Fire & Flower's fiscal year 2021 and fourth quarter financial and operational results.
Dial-In Information
Toll-Free (Canada): 1-833-950-0062
Toll-Free (United States): 1-844-200-6205
All other locations: +1-929-526-1599
Access code: 013467
Webcast Sign-Up
https://event.on24.com/wcc/r/3755300/8C01528CC241A5D03166AC3EAE5D8F7D
Replay Information (Available until May 17, 2022)
Toll-Free (Canada): 1-226-828-7578
Toll-Free (United States): 1-866-813-9403
All other locations: +44-204-525-0658
Replay Code: 348644
Upon completion of the live conference call, a replay of the conference call will be accessible on Fire & Flower's website at https://investors.fireandflower.com/.
Fire & Flower's financial statements and management discussion and analysis for the period are available on Fire & Flower's SEDAR profile at www.sedar.com and on Fire & Flower's website at https://investors.fireandflower.com.
About Fire & Flower
Fire & Flower is a cannabis consumer retail and technology platform with more than 100 corporate-owned stores in its network. The Company leverages its wholly-owned technology development subsidiary, Hifyre Inc., to continually advance its proprietary retail operations model while also providing additional independent high-margin revenue streams. Fire & Flower guides consumers through the complex world of cannabis through best-in-class retailing while the HifyreTM digital and analytics platform empowers retailers to optimize their connections with consumers. The Company's leadership team combines extensive experience in the technology, cannabis and retail industries.
Through the strategic investment of Alimentation Couche-Tard Inc. (owner of Circle K convenience stores), the Company has set its sights on global expansion as new cannabis markets emerge and is poised to expand into the United States when permitted through its strategic licensing agreement with Fire & Flower U.S. Holdings upon the occurrence of certain changes to the cannabis regulatory regime.
To learn more about Fire & Flower, visit www.fireandflower.com.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
This news release contains certain forward-looking information within the meaning of applicable Canadian securities laws ("forward-looking statements"). All statements other than statements of present or historical fact are forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as "anticipate", "achieve", "could", "believe", "plan", "intend", "objective", "continuous", "ongoing", "estimate", "outlook", "expect", "project" and similar words, including negatives thereof, suggesting future outcomes or that certain events or conditions "may" or "will" occur. These statements are only predictions.
Forward-looking statements are based on the opinions and estimates of management of Fire & Flower at the date the statements are made based on information then available to Fire & Flower . Various factors and assumptions are applied in drawing conclusions or making the forecasts or projections set out in forward-looking statements. Forward-looking statements are subject to and involve a number of known and unknown, variables, risks and uncertainties, many of which are beyond the control of Fire & Flower , which may cause Fire & Flower 's actual performance and results to differ materially from any projections of future performance or results expressed or implied by such forward-looking statements. Such factors, among other things, include: final regulatory and other approvals or consents; fluctuations in general macroeconomic conditions; fluctuations in securities markets; the impact of the COVID-19 pandemic; the ability of the Company to successfully achieve its business objectives and political and social uncertainties.
No assurance can be given that the expectations reflected in forward-looking statements will prove to be correct. Although the forward-looking statements contained in this news release are based upon what management of the Company believes, or believed at the time, to be reasonable assumptions, the Company cannot assure shareholders that actual results will be consistent with such forward-looking statements, as there may be other factors that cause results not to be as anticipated, estimated or intended. Readers should not place undue reliance on the forward-looking statements and information contained in this news release. Additional information regarding risks and uncertainties relating to the Company's business are contained under the headings "Risk Factors" in the Company's Annual Information Form dated April 26, 2022 and "Risks and Uncertainties" in the management discussion and analysis for the thirteen weeks ended January 29, 2022 filed on its issuer profile on SEDAR at www.sedar.com. The forward-looking statements contained in this press release are made as of the date of this press release, and the Company does not undertake to update any forward-looking statements that are contained or referenced herein, except in accordance with applicable securities laws.
No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.
SOURCE Fire & Flower Holdings Corp.
FUNMAN
3 years ago
FIRE & FLOWER ANNOUNCES CONFIRMATION OF INTENT TO EXERCISE SERIES B WARRANTS BY CIRCLE K OWNER ALIMENTATION COUCHE-TARD AND TIMING OF ANNOUNCEMENT OF FOURTH QUARTER AND FISCAL YEAR 2021 FINANCIAL & OPERATIONAL RESULTS
APRIL, 20, 2022
Warrant exercise by one of the world's largest convenience retailers to bring ownership stake to approximately 35%
BTW, Irwin Simon, Tilray CEO whose company has a big stake in Europe is predicting EU cannabis legalization within a year or so. The change in German leadership is a big reason for that.
IMO, ACT will pivot F&F to Europe where they already have a big footprint.
On another not, ACT is exercising these warrants at a much higher PPS than the current PPS. Confidence? - FUNMAN .
https://investors.fireandflower.com/news/news-details/2022/Fire--Flower-Announces-Confirmation-of-Intent-to-Exercise-Series-B-Warrants-by-Circle-K-owner-Alimentation-Couche-Tard-and-Timing-of-Announcement-of-Fourth-Quarter-and-Fiscal-Year-2021-Financial--Operational-Results/default.aspx
TORONTO, April 20, 2022 /CNW/ -– Fire & Flower Holdings Corp. ("Fire & Flower" or the "Company") (TSX: FAF) (OTCQX: FFLWF), a leading cannabis consumer retail and technology platform announced today that 2707031 Ontario Inc., an indirect wholly-owned subsidiary of Alimentation Couche-Tard Inc. (collectively "ACT"), has confirmed its intention to exercise warrants (the "Series B Warrants") to acquire 8,288,067 common shares of Fire & Flower (the "Shares") pursuant to the terms of a Second Amended and Restated Warrant Certificate dated January 18, 2022 (the "Series B Warrant Certificate") on the day that is two days following the release of the Company's financial statements for the year ended January 29, 2022.
Fire & Flower - Alimentation Couche-Tard Logos (CNW Group/Fire & Flower Holdings Corp.)
The exercise price for the Series B Warrants will be determined based on the 20-day volume-weighted average price for common shares of the Company in accordance with the terms of the Series B Warrant Certificate. Pursuant to the terms of the Series B Warrant Certificate, all of the Series B Warrants are subject to a maximum exercise price of $18.75, and 1,570,513 of the Series B Warrants, which were issued pursuant to the exercise of top-up rights previously granted to ACT, are subject to a minimum exercise price of $4.7732.
Following the exercise of the Series B Warrants, ACT's ownership of common shares of Fire & Flower will increase by approximately 14.49% to approximately 35.32%.
TIMING OF ANNOUNCEMENT OF Q4 AND FISCAL YEAR 2021 FINANCIAL RESULTS
The Company will release its financial and operational results for the quarter and fiscal year ended January 29, 2022 before financial markets open on April 26, 2022.
Fire & Flower's fourth quarter and fiscal year 2021 financial and operational results will be available on SEDAR and on the Company's website at https://investors.fireandflower.com/.
Following the release of its fourth quarter and fiscal year 2021 financial and operational results, Fire & Flower will host a conference call with Trevor Fencott, President and Chief Executive Officer, and Judy Adam, Chief Financial Officer at 8:30 AM Eastern Time on April 26, 2022. The conference call will discuss Fire & Flower's financial and operational results.
DIAL-IN INFORMATION
Toll-Free (Canada): 1-833-950-0062
Toll-Free (United States): 1-844-200-6205
All other locations: +1 929 526 1599
Access code: 013467
Webcast Sign-Up
https://event.on24.com/wcc/r/3755300/8C01528CC241A5D03166AC3EAE5D8F7D
REPLAY INFORMATION (AVAILABLE UNTIL MAY 17, 2022)
Toll-Free (Canada): 1-226-828-7578
Toll-Free (United States): 1-866-813-9403
All other locations: +44 204 525 0658
Replay Code: 348644
Upon completion of the live conference call, a replay of the conference call will be accessible on Fire & Flower's website at https://investors.fireandflower.com/.
ABOUT FIRE & FLOWER
Fire & Flower is a leading, technology-powered, adult-use cannabis retailer with more than 100 corporate-owned stores in its network. The Company leverages its wholly-owned technology development subsidiary, Hifyre, to continually advance its proprietary retail operations model while also providing additional independent high-margin revenue streams. Fire & Flower guides consumers through the complex world of cannabis through education-focused, best-in-class retailing while the Hifyre digital retail and analytics platform empowers retailers to optimize their connections with consumers. The Company's leadership team combines extensive experience in the technology, logistics, cannabis and retail industries.
Through the strategic investment of Alimentation Couche-Tard Inc. (owner of Circle K convenience stores), the Company has set its sights on global expansion as new cannabis markets emerge and is poised to expand into the United States when permitted through its strategic licensing agreement with Fire & Flower U.S. Holdings upon the occurrence of certain changes to the cannabis regulatory regime.
Fire & Flower is a multi-banner cannabis retail operator that owns and operates the Fire & Flower, Friendly Stranger, Happy Dayz and Hotbox brands. Fire & Flower Holdings Corp. owns all issued and outstanding shares in Fire & Flower Inc. and Friendly Stranger Holdings Corp., licensed cannabis retailers that own and operate cannabis retail stores in the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, and the Yukon territory.
To learn more about Fire & Flower, visit www.fireandflower.com.
ABOUT ALIMENTATION COUCHE-TARD INC.
Couche-Tard is a global leader in convenience and fuel retail, operating in 26 countries and territories, with more than 14,100 stores, of which approximately 10,800 offer road transportation fuel. With its well-known Couche-Tard and Circle K banners, it is one of the largest independent convenience store operator in the United States and it is a leader in the convenience store industry and road transportation fuel retail in Canada, Scandinavia, the Baltics, as well as in Ireland. It also has an important presence in Poland and Hong Kong SAR. Approximately 124,000 people are employed throughout its network.
For more information on Alimentation Couche-Tard Inc. or to consult its quarterly Consolidated Financial Statements and Management Discussion and Analysis, please visit: https://corpo.couche-tard.com .
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
This news release contains certain forward-looking information within the meaning of applicable Canadian securities laws ("forward-looking statements"). All statements other than statements of present or historical fact are forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as "anticipate", "achieve", "could", "believe", "plan", "intend", "objective", "continuous", "ongoing", "estimate", "outlook", "expect", "project" and similar words, including negatives thereof, suggesting future outcomes or that certain events or conditions "may" or "will" occur. These statements are only predictions.
Forward-looking statements are based on the opinions and estimates of management of Fire & Flower at the date the statements are made based on information then available to the Fire & Flower. Various factors and assumptions are applied in drawing conclusions or making the forecasts or projections set out in forward-looking statements. Forward-looking statements are subject to and involve a number of known and unknown, variables, risks and uncertainties, many of which are beyond the control of Fire & Flower, which may cause Fire & Flower's actual performance and results to differ materially from any projections of future performance or results expressed or implied by such forward-looking statements. Such factors, among other things, include: regulatory and other approvals or consents; fluctuations in general macroeconomic conditions; fluctuations in securities markets; the impact of the COVID-19 pandemic; the ability of the Company to successfully achieve its business objectives and political and social uncertainties.
No assurance can be given that the expectations reflected in forward-looking statements will prove to be correct. Although the forward-looking statements contained in this news release are based upon what management of the Company believes, or believed at the time, to be reasonable assumptions, the Company cannot assure shareholders that actual results will be consistent with such forward-looking statements, as there may be other factors that cause results not to be as anticipated, estimated or intended. Readers should not place undue reliance on the forward-looking statements and information contained in this news release. Additional information regarding risks and uncertainties relating to the Company's business are contained under the heading "Risk Factors" in the Company's annual information form dated April 30, 2021 and the heading "Risks and Uncertainties" in the management discussion and analysis for the quarter ended October 30, 2021 filed on its issuer profile on SEDAR at www.sedar.com . The forward-looking statements contained in this press release are made as of the date of this press release, and the Company does not undertake to update any forward-looking statements that are contained or referenced herein, except in accordance with applicable securities laws.
No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.
SOURCE Fire & Flower Holdings Corp.
FUNMAN
3 years ago
FIRE & FLOWER TO PARTICIPATE IN THE 34TH ANNUAL ROTH CONFERENCE
MARCH, 08, 2022
https://investors.fireandflower.com/news/news-details/2022/Fire--Flower-to-Participate-in-the-34th-Annual-ROTH-Conference/default.aspx
TORONTO, March 8, 2022 /CNW/ - Fire & Flower Holdings Corp. ("Fire & Flower" or the "Company") (TSX: FAF) (OTCQX: FFLWF), a leading cannabis consumer technology platform announced today that Trevor Fencott, Chief Executive Officer, and Judy Adam, Chief Financial Officer, will be attending the 34th Annual ROTH Conference in Dana Point, California, March 13th through 15th, 2022.
Fire & Flower Logo - (c) 2022 Fire & Flower Holdings Corp. (CNW Group/Fire & Flower Holdings Corp.)
The Company will host a fireside chat at 1:30 p.m. PT on Tuesday, March 15, 2022. The fireside chat will be moderated by Scott Fortune, Senior Equity Research Analyst, Cannabis and Hemp CBD at Roth Capital Partners on the Tuesday Consumer track, Salon 4.
The Fire & Flower management team will be available for one-on-one meetings and small group meetings throughout the duration of the conference. To register, please visit the event website.
About Fire & Flower
Fire & Flower is a leading, technology-powered, adult-use cannabis retailer with more than 100 corporate-owned stores in its network. The Company leverages its wholly-owned technology development subsidiary, Hifyre, to continually advance its proprietary retail operations model while also providing additional independent high-margin revenue streams. Fire & Flower guides consumers through the complex world of cannabis through education-focused, best-in-class retailing while the Hifyre digital retail and analytics platform empowers retailers to optimize their connections with consumers. The Company's leadership team combines extensive experience in the technology, logistics, cannabis and retail industries.
Through the strategic investment of Alimentation Couche-Tard Inc. (owner of Circle K convenience stores), the Company has set its sights on global expansion as new cannabis markets emerge and is poised to expand into the United States when permitted through its strategic licensing agreement with Fire & Flower U.S. Holdings upon the occurrence of certain changes to the cannabis regulatory regime.
Fire & Flower is a multi-banner cannabis retail operator that owns and operates the Fire & Flower, Friendly Stranger, Happy Dayz and Hotbox brands. Fire & Flower Holdings Corp. owns all issued and outstanding shares in Fire & Flower Inc. and Friendly Stranger Holdings Corp., licensed cannabis retailers that own and operate cannabis retail stores in the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, and the Yukon territory.
To learn more about Fire & Flower, visit www.fireandflower.com.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
This news release contains certain forward-looking information within the meaning of applicable Canadian securities laws ("forward-looking statements"). All statements other than statements of present or historical fact are forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as "anticipate", "achieve", "could", "believe", "plan", "intend", "objective", "continuous", "ongoing", "estimate", "outlook", "expect", "project" and similar words, including negatives thereof, suggesting future outcomes or that certain events or conditions "may" or "will" occur. These statements are only predictions.
Forward-looking statements are based on the opinions and estimates of management of Fire & Flower at the date the statements are made based on information then available to the Fire & Flower. Various factors and assumptions are applied in drawing conclusions or making the forecasts or projections set out in forward-looking statements. Forward-looking statements are subject to and involve a number of known and unknown, variables, risks and uncertainties, many of which are beyond the control of Fire & Flower, which may cause Fire & Flower's actual performance and results to differ materially from any projections of future performance or results expressed or implied by such forward-looking statements. Such factors, among other things, include: regulatory and other approvals or consents; fluctuations in general macroeconomic conditions; fluctuations in securities markets; the impact of the COVID-19 pandemic; the ability of the Company to successfully achieve its business objectives and political and social uncertainties.
No assurance can be given that the expectations reflected in forward-looking statements will prove to be correct. Although the forward-looking statements contained in this news release are based upon what management of the Company believes, or believed at the time, to be reasonable assumptions, the Company cannot assure shareholders that actual results will be consistent with such forward-looking statements, as there may be other factors that cause results not to be as anticipated, estimated or intended. Readers should not place undue reliance on the forward-looking statements and information contained in this news release. Additional information regarding risks and uncertainties relating to the Company's business are contained under the heading "Risk Factors" in the Company's annual information form dated April 30, 2021 and the heading "Risks and Uncertainties" in the management discussion and analysis for the quarter ended October 30, 2021 filed on its issuer profile on SEDAR at www.sedar.com. The forward-looking statements contained in this press release are made as of the date of this press release, and the Company does not undertake to update any forward-looking statements that are contained or referenced herein, except in accordance with applicable securities laws.
No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.
SOURCE Fire & Flower Holdings Corp.
FUNMAN
3 years ago
PINEAPPLE EXPRESS AND BC CANNABIS STORES TO PROVIDE NEXT-DAY DELIVERY TO METRO VANCOUVER CUSTOMERS
FEBRUARY, 24, 2022
https://investors.fireandflower.com/news/news-details/2022/Pineapple-Express-and-BC-Cannabis-Stores-to-provide-next-day-delivery-to-Metro-Vancouver-customers/default.aspx
Industry leading delivery platform, powered by CannDeliv technology offers next business day delivery to cannabis consumers
TORONTO, Feb. 24, 2022 /CNW/ - Fire & Flower Holdings Corp. ("Fire & Flower" or the "Company") (TSX: FAF) (OTCQX: FFLWF), a leading cannabis consumer technology platform announced that its wholly-owned indirect subsidiary, Pineapple Express Delivery Inc. ("Pineapple Express") will begin offering next business day delivery through BC Cannabis Stores' e-commerce website in the Metro Vancouver region beginning the week of February 28, 2022. The partnership comes after Pineapple Express was the successful proponent of a competitive RFP process.
Fire & Flower Logo (CNW Group/Fire & Flower Holdings Corp.)
Pineapple Express is widely recognized throughout the cannabis industry as the largest player in cannabis delivery, completing more than 40,000 deliveries per month to recreational and medical cannabis customers across Canada. The acquisition of Pineapple Express was announced by Fire & Flower in December of 2021 and closed on January 25, 2022, becoming a key part of the Company's Hifyre™ cannabis consumer technology platform.
"We know cannabis consumers want fast delivery. With Pineapple Express, the only delivery provider offering next-day delivery to BC Cannabis Stores customers in the Metro Vancouver region, they'll now be able to take advantage of this service," shared Randy Rolph, President, Pineapple Express.
"The scale of Pineapple Express is unmatched across Canada and through efficiencies of this magnitude, we are able to offer delivery services at an extremely cost effective and rapid manner," concluded Rolph.
To learn more about Pineapple Express Delivery, visit https://pineappleexpressdelivery.com/.
To learn more about BC Cannabis Stores, visit https://www.bccannabisstores.com/.
About Fire & Flower
Fire & Flower is a leading, technology-powered, adult-use cannabis retailer with more than 100 corporate-owned stores in its network. The Company leverages its wholly-owned technology development subsidiary, Hifyre, to continually advance its proprietary retail operations model while also providing additional independent high-margin revenue streams. Fire & Flower guides consumers through the complex world of cannabis through education-focused, best-in-class retailing while the Hifyre digital retail and analytics platform empowers retailers to optimize their connections with consumers. The Company's leadership team combines extensive experience in the technology, logistics, cannabis and retail industries.
Through the strategic investment of Alimentation Couche-Tard Inc. (owner of Circle K convenience stores), the Company has set its sights on global expansion as new cannabis markets emerge and is poised to expand into the United States when permitted through its strategic licensing agreement with Fire & Flower U.S. Holdings upon the occurrence of certain changes to the cannabis regulatory regime.
Fire & Flower is a multi-banner cannabis retail operator that owns and operates the Fire & Flower, Friendly Stranger, Happy Dayz and Hotbox brands. Fire & Flower Holdings Corp. owns all issued and outstanding shares in Fire & Flower Inc. and Friendly Stranger Holdings Corp., licensed cannabis retailers that own and operate cannabis retail stores in the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, and the Yukon territory.
To learn more about Fire & Flower, visit www.fireandflower.com.
About Pineapple Express Delivery Inc.
The Pineapple Express Delivery management team has over 10 years of experience offering same-day 60-minute delivery services in multiple industries across Canada with a record breaking 40,000 deliveries per month. Pineapple Express Delivery offers a personalized experience for its customers and has established in-depth security and delivery protocols to facilitate same-day delivery of medical and recreational cannabis across the country. Pineapple Express Delivery has been providing a same-day delivery option to the legal cannabis industry from October 17, 2018 and has provincial offices set up across Canada.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
This news release contains certain forward-looking information within the meaning of applicable Canadian securities laws ("forward-looking statements"). All statements other than statements of present or historical fact are forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as "anticipate", "achieve", "could", "believe", "plan", "intend", "objective", "continuous", "ongoing", "estimate", "outlook", "expect", "project" and similar words, including negatives thereof, suggesting future outcomes or that certain events or conditions "may" or "will" occur. These statements are only predictions.
Forward-looking statements are based on the opinions and estimates of management of Fire & Flower at the date the statements are made based on information then available to the Fire & Flower. Various factors and assumptions are applied in drawing conclusions or making the forecasts or projections set out in forward-looking statements. Forward-looking statements are subject to and involve a number of known and unknown, variables, risks and uncertainties, many of which are beyond the control of Fire & Flower, which may cause Fire & Flower's actual performance and results to differ materially from any projections of future performance or results expressed or implied by such forward-looking statements. Such factors, among other things, include: regulatory and other approvals or consents; fluctuations in general macroeconomic conditions; fluctuations in securities markets; the impact of the COVID-19 pandemic; the ability of the Company to successfully achieve its business objectives and political and social uncertainties.
No assurance can be given that the expectations reflected in forward-looking statements will prove to be correct. Although the forward-looking statements contained in this news release are based upon what management of the Company believes, or believed at the time, to be reasonable assumptions, the Company cannot assure shareholders that actual results will be consistent with such forward-looking statements, as there may be other factors that cause results not to be as anticipated, estimated or intended. Readers should not place undue reliance on the forward-looking statements and information contained in this news release. Additional information regarding risks and uncertainties relating to the Company's business are contained under the heading "Risk Factors" in the Company's annual information form dated April 30, 2021 and the heading "Risks and Uncertainties" in the management discussion and analysis for the quarter ended October 30, 2021 filed on its issuer profile on SEDAR at www.sedar.com . The forward-looking statements contained in this press release are made as of the date of this press release, and the Company does not undertake to update any forward-looking statements that are contained or referenced herein, except in accordance with applicable securities laws.
No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.
SOURCE Fire & Flower Holdings Corp.
FUNMAN
3 years ago
IMO, FFLWF should quickly pivot to the EU where they have 3,071 Stores across Europe and other regions. Cannabis legalization is going to happen faster there than in the USA.
Cannabis Legalization in Germany – The Final Blow to European Drug Prohibition?
11 JANUARY 2022/ BY ROBIN HOFMANN
https://europeanlawblog.eu/2022/01/11/cannabis-legalization-in-germany-the-final-blow-to-european-drug-prohibition/
The new German government plans to legalize cannabis. The bill for the cannabis control law includes the licensed cultivation of the soft drug and the selling in specialized shops to persons over 18 years. The biggest EU Member states consider itself in good company: Canada legalized cannabis in 2018. A number of American states soon followed. In the EU, Luxembourg and Malta took the step towards legalization in 2021. In the Netherlands, cannabis has been freely available in the famous coffee shops since the 1970s. Still, under Article 2 of the Dutch Narcotics Law (Opiumwet) the possession of narcotics, including cannabis and its derivatives are forbidden. The fact that Dutch authorities nevertheless tolerate the sale in coffee shops (so-called gedoogbeleid) is based on the opportunity principle. This principle gives the Dutch investigating authorities discretionary power in deciding which offences to prosecute and which not. Based on this, Dutch prosecutors consider the selling and possession of limited amounts of cannabis as tolerable.
Neverthless,some legalization enthusiasts identify a global movement away from drug prohibition policies and towards a liberal approach to addictive substances. Indeed, the German approach is no less than a small revolution of over half a century of cannabis prohibition in Europe. The question remains: how is Germany going to do it without breaking international and European law? This post will explore the legal reasoning behind cannabis legalization in Europe, the legal barriers raised by the ECJ and how Germany is trying to circumvent them.
The ECJ Josemans Judgement
Back in 2010 the ECJ issued the judgement C-137/09 Josemans vs. Burgermeester van Maastricht. In the underlying case the plaintiff Josemans, the owner of a coffee shop in the Dutch city of Maastricht, defended himself against the closure of his establishment by the city. The mayor had decreed that access to coffee shops could only be granted to persons who were residents of the Netherlands. The aim of this regulation was to curb drug tourism from Germany, France and Belgium by requiring a Dutch residence permit in order to buy cannabis in the coffeeshops. The plaintiff had violated this regulation and claimed that it led to discrimination of EU citizens. The Court ruled all narcotic drugs including cannabis are prohibited in all the EU Member states with the exception of strictly controlled trade for use for medical and scientific purposes (para 36). Hence, as cannabis sold in coffeeshops is not marketed for the latter purposes and consequently are prohibited from being released into the economic and commercial channels, restrictions with regard to nationality are no violation of the principle of non-discrimination (para 42).
If the large-scale cultivation, the trade and selling of cannabis outside of medical and scientific purposes is illegal within the EU, how can countries like Malta, Luxembourg, the Netherlands and now Germany legalize cannabis for recreational purposes? The answer is: it depends on how the legalization is conceptualized. Within the EU Luxemburg and Malta have opted for a legalization-light, where consumption and cultivation for personal use is allowed, while the commercial cultivation and selling remains prohibited. A similar policy has evolved in Spain and to a lesser extent in Belgium, where so called cannabis social clubs facilitate personal cultivation and consumption of cannabis. However, none of these models are as ambitious as the German plans with what can be called the total legalization of cannabis consumption.
Especially the Netherlands with its unique coffeeshop model are observing the German plans with great interest – and astonishment. The country had struggled for decades to legalize the supply side for cannabis products resulting in what criminologists coined back-door problem: while selling cannabis in coffee shops is tolerated, the cultivation and buying of large quantities remains prohibited. This leaves the coffee shops with no choice then to buy the product illegally. Through the front door the cannabis goes out legally, through the backdoor it enters illegally. The reasons for this birth defect of Dutch cannabis policies are to be found in European law and ECJ jurisprudence which strictly prohibits cultivation and sale for purposes other than medical and scientific ones. But if the Netherlands never managed to solve this problem how is Germany then going to do it? Did they find a legal loophole in European law? Well, they might have.
Drug Prohibition and EU Law
To understand the German approach, it helps to first have a look again at the ECJ Josemans Judgement. Besides emphasizing the strong interconnection of international and European law the ECJ refers to Framework Decision 2004/757. Much like the Schengen agreement from 1990 this framework decision deals with the threat and fight against illicit drug trafficking with means of law enforcement. In addition, it puts a strong focus on a more coordinated and harmonized approach. With Schengen and the abolition of border controls within the EU, drug trafficking received an enormous boost. The fight against drugs required harmonized law and enforcement strategies especially because the member states implemented very different drug policies. While Sweden, for example, until today has a zero-tolerance policy towards all forms of drugs, the Netherlands did not take prevention of drug related crimes very seriously for many years. But in a united Europe, a fundamental problem of drugs became drastically apparent: policies in one country may have great impact in another country. Particularly Germany has struggled with this issue. For example, the Czech Republic’s lax handling of Chrystal Meth laboratories has led to a small epidemic in neighboring Bavaria with all the negative consequences such as drug related crimes, increased need for therapy and drug-related deaths. The tolerance policy of the Dutch has been clogging up the courts of German border towns with criminal cases related to cannabis smuggling. Hence, Germany advocated over years for a prohibitionist approach to drugs and the Framework Decision stresses harmonization and coordination as a key factor within EU drug policies.
But the true innovation of the framework decision is to be found in Article 2(2) of the Framework Decision. Here the cultivation of cannabis and other drugs is not prohibited if ‘it is committed by its perpetrators exclusively for their own personal consumption as defined by national law.’ Back in 2004 this was no less than a small revolution with regards to drug policies. Spanish courts almost immediately took the provision up and introduced it into their rulings virtually legalizing cultivation for personal consumption. The provision is not only the legal basis for the cannabis social club movement that has appeared in many member states but also for the Luxemburg and Maltese approach. However, the wording of Article 2 does not allow for a far reaching legalization model as planned by the German legislator. Instead, the German approach is based on Article 2(1) of the Framework decision. It obliges each Member State is to take the ‘necessary measures to ensure that, inter alia, the following intentional conduct when committed without right is punishable: offering, offering for sale, distribution, sale, delivery on any terms whatsoever and brokerage of drugs’. The crucial two words in the article are ‘without right.’ Those form the legal fundament of the German cannabis control bill as it is stated in the appendix of the latter:
‘Legal trade in cannabis by permit holders under the Cannabis Control Act is therefore not covered by the Framework Decision, as in these cases there is a right (in German: Berechtigung) under national law.’
Put differently: European law released the member states from taking measures against the trade with drugs including cannabis if this trade is rightful or based on a right. The crucial question is what makes drug trade rightful? To find an answer to this question a quick look into international law or the jurisprudence of the ECJ of the past 30 years helps. The trade and cultivation of any drug is permitted if it is for scientific and medical purposes. Art. 7 of the Convention on Psychotropic Substances from 1971 only allows that manufacture, trade, distribution and possession of any drug only for duly authorized persons, in medical or scientific establishments which are directly under the control of their Governments or specifically approved by them. Moreover, they require a license prior authorization. While international law is very clear in the matter of licensing and authorization to handle drugs of any kind European law is not. Indeed, neither in the Schengenaquis nor in the Framework Decision the restriction to medical and scientific purposes is mentioned. However, both refer directly to international law and so does the ECJ in its jurisprudence. The crucial question therefore is: Does the wording of the Framework Decision allow for EU Member states to no less then unhinge the entire EU drug prohibition regime by giving them the possibility to define by law what constitutes a right to cultivate and trade cannabis?
The German interpretation of ‘without right’
At first sight this seems far-fetched. Harmonization and coordination in the fight against illicit drug trade is the guiding principle of EU drug policies particularly emphasized in the framework decision. How would a provision foster this goal that provides for every member state to opt out of the prohibitive regime virtually enabling them to legalize every existing drug? Even if this was the intention of the legislator one would have expected some further explanation of such a drastic step. But there is indeed no single word on this matter in the additional material to the Framework Decision. Moreover, this Framework Decision dates back to the early 2000s, a time where cannabis liberalization was more of an exotic idea. Lastly there is the jurisprudence of the ECJ that repeatedly since the Horvarth decision from 1981 has corroborated the solemn exemption of strictly controlled drug trade for medical and scientific purposes.
But what speaks for the interpretation of the German legislator that basically allows for all member states to create their own drug laws? Well, first of all the wording of Article 2(1). While the international treaties tend to speak about ‘authorization’ and ‘licensing’ whenever it comes to drug cultivation for medical or scientific purposes, the framework decision explicitly refers to a ‘right’ to do so. A right, however, a is more than a permission or license. A right can be created by law. If the Framework Decision does not specify any limitations, it seems reasonable that the Member States themselves specify what constitutes the right in question. Moreover, with regards to the international treaties lit 2 only explicitly refers to the European treaties (e.g. the conclusions of Tampere) when it calls for legislative action to tackle illicit drug trafficking. It does not directly mention the important international treaties. Indeed, the Vienna Convention on Psychotropic substances from 1971 containing the important exemption of medical/scientific purposes is mentioned in Art. 1 but only with regards to the definition of drugs. One could deduce from this that the Framework Decision is meant to be a step towards an independent EU drug policy with more latitude than offered by the international conventions. However, the Schengen agreement and also the EU action plans on drugs from 2000 to 2004 leaves no doubt that member states to the international drug control conventions are bound by the limitations for medical and scientific purposes.
In conclusion there seems be the better arguments for a narrow interpretation of the terms ‘without right’ as relating only to scientific and medical purposes. The German legislator interpreted the framework literally, but it is rather unlikely that this will hold up in court. Hence, the German cannabis control bill is based on a very formal yet questionable interpretation of EU law. This leaves the question what the possible consequences of this German way are?
Conclusion
In 2019 the ECJ issued a judgement that shook the German legislator to its bones. In case C-591/17 Republic of Austria vs. Republic of Germany the court decided that the German infrastructure use charge for passengers vehicles entails a discrimination against EU citizens. Germany had passed a bill requiring all passenger vehicles using the German Autobahn to pay a toll. Nothing unusual here. But the clue was that German vehicle owners could claim back the toll through their taxes. The ECJ rightfully considered this clear discrimination on grounds of nationality pursuant to Article 18 TFEU and dismissed the German law. Will the cannabis control law share the same fate? There is a good chance. Just like the infrastructure charge the cannabis control law widely ignores EU law, the ECJ jurisprudence as well as the interest of other EU member states. How, for example, will Germany curb drug tourism to Poland, Austria or Denmark? After years of pressure from the German neighbor the Dutch have linked the sale of cannabis in border towns to a residence permit. The ECJ considered this legal and non-discriminatory for the reason that cannabis is still a prohibited product under Dutch national law. Hence, there cannot be a right for EU citizens to buy this product. But under the German bill cannabis would not be a prohibited anymore. This would also cut of the possibility to restrict the selling of the product only to German residents as this then indeed would be a discrimination according to the ECJ jurisprudence. But how else could Germany then tackle the problem of drug tourism? The bill leaves this issue unresolved.
There exist good reasons for legalizing cannabis: It may help to dry up illegal markets, relieving the criminal justice systems while reducing stigmatization of consumers and potentially minimizes health risks through quality controls. More importantly the gateway drug issue becomes better manageable: Those who buy weed from a dealer are often offered harder drugs as well, often as a free sample. A comprehensive but cautious legalization of cannabis is a reasonable drug policy. However, it must take into account the interests of other member states and be in line with European law. If this law no longer fits in time, one has to change it. Within the EU this is a long and winding road. There are no shortcuts, not even for Germany.
FUNMAN
3 years ago
FIRE & FLOWER AMENDS STRATEGIC LICENSING PARTNERSHIP AND OPTION TO ACQUIRE FIRE & FLOWER HOLDINGS US (FORMERLY AMERICAN ACRES)
JANUARY, 31, 2022
IMO, a fallback position had to be created because of the Congress' inability to push legalization legislation through. The agreement provides for extra time i.e. February 2028 - FUNMAN
https://investors.fireandflower.com/news/news-details/2022/Fire--Flower-Amends-Strategic-Licensing-Partnership-and-Option-to-Acquire-Fire--Flower-Holdings-US-formerly-American-Acres/default.aspx
Amendments enable further retail brand expansion and create an additional high margin US revenue channel for the Hifyre™ technology platform
TORONTO, Jan. 31, 2022 /CNW/ - Fire & Flower Holdings Corp. ("Fire & Flower'' or the "Company") (TSX: FAF) (OTCQX: FFLWF), today announced it has amended certain terms (the "Amendments") of its previously announced option agreement and licensing agreement (collectively "Strategic Agreements") with Fire & Flower US Holdings Inc. (formerly American Acres Managers) ("Fire & Flower US" or the "Licensee").
The Strategic Agreements provide Fire & Flower with a path to acquire corporate-owned cannabis retail stores in major markets in the US and deploys the Hifyre™ technology platform in the US.
Under the Strategic Agreements, Fire & Flower has the option to acquire Fire & Flower US, which acquisition is expected to occur upon the federal legalization of adult-use cannabis in the United States or when otherwise permitted by the policies of the Toronto Stock Exchange (the "TSX") or any other stock exchange on which the Company's securities are listed for trading.
"The amendments to our strategic agreements with Fire & Flower US expand the ability for the Fire & Flower and Hifyre brands to open in key markets ahead of federal permissibility of adult-use cannabis in the US. In addition, the technology, software and support fees create an additional high margin revenue channel in our digital business segment," commented Trevor Fencott, Chief Executive Officer of Fire & Flower.
Fencott continued, "The amended strategic agreements, along with our relationship with the owner of Circle K, Alimentation Couche-Tard, will help position Fire & Flower to one day be a key player in the US cannabis industry, where the demand for incorporating technologically advanced systems has never been greater. We believe the amendments to the strategic agreement provide a meaningful near and long-term benefit to Fire & Flower shareholders in our option to acquire Fire & Flower US."
Highlights of the Amendments to the Strategic Agreement
* Fire & Flower continues to have the option to acquire the Licensee.
*Hifyre will now receive a one-time implementation fee and ongoing software and support fees for each Fire & Flower branded store operated by Fire & Flower US.
* The Company shall (subject to certain conditions) pay to the shareholders of the Licensee an aggregate amount of US$5 million and will have the option to pay additional cash amounts. The cash amounts, plus a premium of 1%, calculated monthly, shall be deducted from the fair-market value purchase price payable upon exercise by Fire & Flower of the option to acquire the Licensee. This acquisition payment structure replaces the discount to fair market value contemplated in the
Strategic Agreements prior to the Amendments.
* Upon payment of additional cash amounts, Fire & Flower may (i) extend its option to acquire the Licensee to February 2028 or such later date upon the federal legalization of adult-use cannabis in the United States or when such acquisition would otherwise permitted by the policies of the TSX or any other stock exchange on which the Company's securities are listed for trading, (ii) expand the number of cannabis retail stores that the Licensee may operate utilizing the licensed trademarks/intellectual property, and/or (ii) expand the Territory within which the Licensee may operate cannabis retailer stores utilizing the licensed trademarks/intellectual property.
Benefits of the Amendments
* High margin US revenue stream created in the Hifyre digital business segment.
*More favorable terms for Fire & Flower on its purchase option of Fire & Flower US.
* Establishes a framework for the Fire & Flower US network of cannabis retail stores utilizing Fire & Flower to expand within California and Colorado, and into other US states.
Related Party Disclosure
Trevor Fencott, an officer and director of the Company is a "related party", for the purposes of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"), on account of being a Licensee Shareholder. As such, any payments or issuance of shares of the Company to be made to Mr. Fencott pursuant to the Option Agreement may be a "related party transaction" for the purposes of MI 61-101. The Company is relying on exemptions from the formal valuation and minority shareholder approval requirements available under MI 61-101. The Company is exempt from the formal valuation requirement in section 5.4 and the minority shareholder approval requirement in section 5.6 of MI 61-101 in reliance on sections 5.5(a) and 5.7(a), respectively, of MI 61-101 as the fair market value of the transaction, insofar as it involves related parties, was not more than 25% of the Company's market capitalization. Mr. Fencott declared a conflict of interest and abstained from voting with respect to the approval of the transactions described herein.
About Fire & Flower
Fire & Flower is a leading, technology-powered, adult-use cannabis retailer with over 100 corporate-owned stores in its network. The Company leverages its wholly-owned technology development subsidiary, Hifyre Inc., to continually advance its proprietary retail operations model while also providing additional independent high-margin revenue streams. Fire & Flower guides consumers through the complex world of cannabis through education-focused, best-in-class retailing while the Hifyre™ digital retail and analytics platform empowers retailers to optimize their connections with consumers. The Company's leadership team combines extensive experience in the technology, cannabis and retail industries.
Through the strategic investment of Alimentation Couche-Tard Inc. (owner of Circle K convenience stores), the Company has set its sights on global expansion as new cannabis markets emerge and is poised to expand into the United States when permitted through its strategic licensing agreement with Fire & Flower U.S. Holdings upon the occurrence of certain changes to the cannabis regulatory regime.
Fire & Flower is a multi-banner cannabis retail operator that owns and operates the Fire & Flower, Friendly Stranger, Happy Dayz and Hotbox brands. Fire & Flower Holdings Corp. owns all issued and outstanding shares in Fire & Flower Inc. and Friendly Stranger Holdings Corp., licensed cannabis retailers that own and operate cannabis retail stores in the provinces of Alberta, Saskatchewan, Manitoba, British Columbia and Ontario, and the Yukon territory.
To learn more about Fire & Flower, visit https://www.fireandflower.com.
About Hifyre
The Hifyre Digital Retail and Analytics Platform is a proprietary ecosystem of products that includes the Spark Perks member program, Hifyre ONE retail software platform, Hifyre IQ cannabis data and analytics platform, and Hifyre Reach digital advertising network.
The Hifyre platform also supports Fire & Flower's advanced operations and provides a competitive advantage in providing a tailored digital experience and understanding consumer behaviours in the evolving cannabis market.
To learn more about Hifyre, visit https://www.hifyre.com.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
This news release contains certain forward-looking information within the meaning of applicable Canadian securities laws ("forward-looking statements"). All statements other than statements of present or historical fact are forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as "anticipate", "achieve", "could", "believe", "plan", "intend", "objective", "continuous", "ongoing", "estimate", "outlook", "expect", "project" and similar words, including negatives thereof, suggesting future outcomes or that certain events or conditions "may" or "will" occur. These statements are only predictions. Forward-looking statements in this news release include, but are not limited to, statements in respect of the development of F&F Branded Stores in the United States, payments of amounts to Licensee Shareholders, the potential benefits of the Amendments and the potential acquisition of the Licensee and the terms thereof.
Forward-looking statements are based on the opinions and estimates of management of Fire & Flower at the date the statements are made based on information then available to the Fire & Flower. Various factors and assumptions are applied in drawing conclusions or making the forecasts or projections set out in forward-looking statements, including market conditions and the business of the Company. Forward-looking statements are subject to and involve a number of known and unknown, variables, risks and uncertainties, many of which are beyond the control of Fire & Flower, which may cause Fire & Flower's actual performance and results to differ materially from any projections of future performance or results expressed or implied by such forward-looking statements. Such factors, among other things, include: regulatory and other approvals or consents; fluctuations in general macroeconomic conditions; fluctuations in securities markets; the impact of the COVID-19 pandemic; the ability of the Company to successfully achieve its business objectives and political and social uncertainties.
No assurance can be given that the expectations reflected in forward-looking statements will prove to be correct. Although the forward-looking statements contained in this news release are based upon what management of the Company believes, or believed at the time, to be reasonable assumptions, the Company cannot assure shareholders that actual results will be consistent with such forward-looking statements, as there may be other factors that cause results not to be as anticipated, estimated or intended. Readers should not place undue reliance on the forward-looking statements and information contained in this news release. Additional information regarding risks and uncertainties relating to the Company's business are contained under the heading "Risk Factors" in the Company's annual information form dated April 30, 2021 and the heading "Risks and Uncertainties" in the management discussion and analysis for the quarter ended October 30, 2021 filed on its issuer profile on SEDAR at www.sedar.com. The forward-looking statements contained in this press release are made as of the date of this press release, and the Company does not undertake to update any forward-looking statements that are contained or referenced herein, except in accordance with applicable securities laws.
No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.
SOURCE Fire & Flower Holdings Corp.
FUNMAN
3 years ago
FIRE & FLOWER COMPLETES ACQUISITION OF PINEAPPLE EXPRESS DELIVERY
JANUARY, 25, 2022
https://investors.fireandflower.com/news/news-details/2022/FIRE--FLOWER-COMPLETES-ACQUISITION-OF-PINEAPPLE-EXPRESS-DELIVERY/default.aspx
Fire & Flower strategically positioned to expand its geographical footprint through the industry's first full cannabis consumer technology platform
TORONTO, Jan. 25, 2022 /CNW/ - Fire & Flower Holdings Corp. ("Fire & Flower" or the "Company") (TSX: FAF) (OTCQX: FFLWF), a leading, technology-powered, cannabis retailer, today announced the Company has completed the acquisition of Pineapple Express Delivery Inc. ("Pineapple Express Delivery" or "PED"), a leading logistics technology company offering compliant and secure delivery services for controlled substances and regulated products, including transportation and delivery of medical and recreational products in Ontario, Manitoba and Saskatchewan, and liquor products in Saskatchewan. The acquisition of Pineapple Express Delivery provides Fire & Flower with the final component to execute upon its strategy of offering a full consumer technology platform to the cannabis industry.
PED is widely recognized throughout the cannabis industry as the largest player in the cannabis delivery space, completing more than 40,000 deliveries per month to recreational and medical cannabis customers across Canada. Through this strategic acquisition, Fire & Flower has completed its proprietary technology stack to deliver a seamless customer experience by combining its technology-driven retail network of over 100 stores across North America with this newly acquired, best-in-class cannabis fulfillment and delivery service.
Trevor Fencott, Chief Executive Officer of Fire & Flower, stated, "The acquisition of Pineapple Express Delivery marks the final step in building, what we believe to be, the cannabis industry's first end-to-end consumer technology experience. With a full omni-channel retail strategy, a data-driven analytics platform, and now same-day, last-mile delivery capabilities, we've developed an asset-light technology stack that can support the entire cannabis retail ecosystem, from initial customer acquisition, through product discovery, ultimately ending at the customers' front door."
"Our Hifyre™ technology powered retail network has quickly driven greater high-margin revenue streams for Fire & Flower and the inclusion of Canada's largest cannabis delivery and logistics services strategically supports our business model as we enter new markets utilizing our high-margin, scalable technology infrastructure. We look forward to rolling out our enhanced cannabis technology platform throughout Canada and eventually the U.S. with our strategic partner, Alimentation Couche-Tard, to demonstrate the unparalleled value of this model," concluded Fencott.
"It is exciting to see the completion of this acquisition and entering the next phase of the Pineapple Express Delivery story. By joining Hifyre and Fire & Flower, PED will continue to build one of the largest cannabis delivery platforms in Canada and the U.S.," shared Randy Rolph, Founder of PED. "Pineapple Express Delivery will complement the Fire & Flower business model and Hifyre will continue to add meaningful value to the business through its industry-leading technology platform and analytics. We believe this is a winning combination as our companies share an unwavering focus on supporting and empowering businesses, consumers and our communities. Together we will continue to grow and innovate, and this acquisition of Pineapple Express Delivery is a natural and timely fit given our broader expansion strategy."
As consideration for the purchase of Pineapple Express Delivery, Fire & Flower has assumed and repaid approximately $5.15 million in debt owed by Pineapple Express Delivery and issued a total of 1,153,142 common shares of Fire & Flower ("Common Shares"), of which a total of 313,708 have been released and the remainder have been placed into escrow pending completion of customary working capital adjustments and subject to achievement of certain performance-based milestones in the fiscal 2022 year. Haywood Securities Inc. acted as exclusive financial advisor to Pineapple Express Delivery.
To learn more about Pineapple Express Delivery, visit https://pineappleexpressdelivery.com/.
About Fire & Flower
Fire & Flower is a leading, technology-powered, adult-use cannabis retailer with more than 100 corporate-owned stores in its network. The Company leverages its wholly-owned technology development subsidiary, Hifyre, to continually advance its proprietary retail operations model while also providing additional independent high-margin revenue streams. Fire & Flower guides consumers through the complex world of cannabis through education-focused, best-in-class retailing while the Hifyre digital retail and analytics platform empowers retailers to optimize their connections with consumers. The Company's leadership team combines extensive experience in the technology, cannabis and retail industries.
Through the strategic investment of Alimentation Couche-Tard Inc. (owner of Circle K convenience stores), the Company has set its sights on global expansion as new cannabis markets emerge and is poised to expand into the United States when permitted through its strategic licensing agreement with Fire & Flower U.S. Holdings upon the occurrence of certain changes to the cannabis regulatory regime.
Fire & Flower is a multi-banner cannabis retail operator that owns and operates the Fire & Flower, Friendly Stranger, Happy Dayz and Hotbox brands. Fire & Flower Holdings Corp. owns all issued and outstanding shares in Fire & Flower Inc. and Friendly Stranger Holdings Corp., licensed cannabis retailers that own and operate cannabis retail stores in the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, and the Yukon territory.
To learn more about Fire & Flower, visit www.fireandflower.com.
About Pineapple Express Delivery Inc.
The Pineapple Express Delivery management team has over 10 years of experience offering same-day 60-minute delivery services in multiple industries across Canada with a record breaking 40,000 deliveries per month. Pineapple Express Delivery offers a personalized experience for its customers and has established in-depth security and delivery protocols to facilitate same-day delivery of medical and recreational cannabis across the country. Pineapple Express Delivery has been providing a same day delivery option to the legal cannabis industry from October 17, 2018 and has provincial offices set up across Canada. Pineapple Express Delivery is a subsidiary of World-Class Extractions Inc. (CSE: PUMP) (FRA: WCF) (OTCQB: WCEXF). For more information please visit https://pineappleexpressdelivery.com/.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
This news release contains certain forward-looking information within the meaning of applicable Canadian securities laws ("forward-looking statements"). All statements other than statements of present or historical fact are forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as "anticipate", "achieve", "could", "believe", "plan", "intend", "objective", "continuous", "ongoing", "estimate", "outlook", "expect", "project" and similar words, including negatives thereof, suggesting future outcomes or that certain events or conditions "may" or "will" occur. These statements are only predictions.
Forward-looking statements are based on the opinions and estimates of management of Fire & Flower at the date the statements are made based on information then available to the Fire & Flower. Various factors and assumptions are applied in drawing conclusions or making the forecasts or projections set out in forward-looking statements. Forward-looking statements are subject to and involve a number of known and unknown, variables, risks and uncertainties, many of which are beyond the control of Fire & Flower, which may cause Fire & Flower's actual performance and results to differ materially from any projections of future performance or results expressed or implied by such forward-looking statements. Such factors, among other things, include: regulatory and other approvals or consents; fluctuations in general macroeconomic conditions; fluctuations in securities markets; the impact of the COVID-19 pandemic; the ability of the Company to successfully achieve its business objectives and political and social uncertainties.
No assurance can be given that the expectations reflected in forward-looking statements will prove to be correct. Although the forward-looking statements contained in this news release are based upon what management of the Company believes, or believed at the time, to be reasonable assumptions, the Company cannot assure shareholders that actual results will be consistent with such forward-looking statements, as there may be other factors that cause results not to be as anticipated, estimated or intended. Readers should not place undue reliance on the forward-looking statements and information contained in this news release. Additional information regarding risks and uncertainties relating to the Company's business are contained under the heading "Risk Factors" in the Company's annual information form dated April 30, 2021 and the heading "Risks and Uncertainties" in the management discussion and analysis for the quarter ended October 30, 2021 filed on its issuer profile on SEDAR at www.sedar.com . The forward-looking statements contained in this press release are made as of the date of this press release, and the Company does not undertake to update any forward-looking statements that are contained or referenced herein, except in accordance with applicable securities laws.
No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.
SOURCE Fire & Flower Holdings Corp.
FUNMAN
3 years ago
See red for a bad stat--->>>FIRE & FLOWER ANNOUNCES FISCAL THIRD QUARTER 2021 FINANCIAL AND OPERATIONAL RESULTS
DECEMBER, 14, 2021
To see the financial charts red the release at this link, but first scroll down to the colored highlights. There's some good and bad in here.
https://investors.fireandflower.com/news/news-details/2021/Fire--Flower-Announces-Fiscal-Third-Quarter-2021-Financial-and-Operational-Results/default.aspx
Quarterly revenue increased 37% year-over-year to $45.4 million
Sixth Consecutive Quarter of Positive Adjusted EBITDA of $2.1 million
Hifyre™ Digital Retail and Analytics Platform generated $3.8 million in revenue for the quarter, an increase of 160% year-over-year
Completed the acquisiton of PotGuide and the assets of Wikileaf further enhancing the Company's transformational asset-light, digital strategy
Announced the acquisition of Pineapple Express, subsequent to the 3rd Quarter, positioning Fire & Flower as a true cannabis consumer technology company
TORONTO, Dec. 14, 2021 /CNW/ - Fire & Flower Holdings Corp. ("Fire & Flower" or the "Company") (TSX: FAF) (OTCQX: FFLWD), today announced its financial and operational results for the fiscal third quarter ended October 30, 2021.
fire & flower logo (CNW Group/Fire & Flower Holdings Corp.)
Trevor Fencott, Chief Executive Officer of Fire & Flower commented, "Our progress in the third quarter was not only demonstrated by our continued strong financial performance, but by the many growth opportunities that we successfully advanced in order to solidify our high-margin, asset-light cannabis retail business model. We completed the acquisitions of PotGuide and Wikileaf, the industry's leading online cannabis platforms, setting the stage for the role out of our expanded e-commerce digtal platform strategy. In addition, we expanded our Circle K co-location program to create additional strategically-located, asset-light stores to complement our existing retail network. Finally, last week, we announced our acquisition of Pineapple Express Delivery, the cannabis industry's leading logistics provider for the delivery of legal cannabis."
"With these accomplishments, we are rapidly transforming into a cannabis consumer technology platform which allows us to deliver a seamless customer experience from online customer acquisition through to fulfillment via same-day delivery to customers at our 100+ stores across North America," concluded Fencott.
Consolidated Financial Highlights
Thirteen weeks ended
Thirty-Nine weeks ended
(In thousands of Canadian dollars,
30-Oct-21
31-Oct-20
30-Oct-21
31-Oct-20
except per share amounts)
Total Revenue
45,412
33,119
132,802
84,834
Gross Profit
15,698
11,505
48,389
28,990
Gross Profit Percentage
34.6%
34.7%
36.4%
34.2%
Adjusted EBITDA
2,077
1,969
7,530
1,699
Net loss
(1,983)
(25,723)
(44,131)
(67,542)
Basic loss per share
($0.06)
($1.51)
($1.34)
($4.16)
Financial Highlights for the Third Quarter period ended October 30, 2021
Total revenue of $45.4 million compared to revenue of $33.1 million for the third quarter of 2020, an increase of 37%;
Total gross profit $15.7 million, or 34.6% of revenue, compared to total gross profit of $11.5 million, or 34.7% of revenues in the third quarter of 2020;
Sixth consecutive quarter of positive Adjusted EBITDA of $2.1 million compared to positive Adjusted EBITDA of $2.0 million for the third quarter of 2020;
Total principal amount of debt outstanding at October 30, 2021 was $2.4 million;
Cash and cash equivalents balances of $16.5 million.
Segment Revenue
Thirteen Weeks Ended
Thirty-Nine Weeks Ended
(In thousands of Canadian dollars unaudited)
30-Oct-21
31-Oct-20
30-Oct-21
31-Oct-20
Revenue
Retail
33,692
26,534
99,153
68,341
Wholesale
7,942
5,130
23,367
13,298
Digital Platform
3,778
1,455
10,282
3,195
Total Revenue
45,412
33,119
132,802
84,834
Segment Adjusted EBITDA
Thirteen Weeks Ended
Thirty-Nine Weeks Ended
(In thousands of Canadian dollars unaudited)
30-Oct-21
31-Oct-20
30-Oct-21
31-Oct-20
Adjusted EBITDA
Retail
2,038
3,352
4,510
5,513
Wholesale
1,269
682
3,608
1,875
Digital Platform
2,288
664
5,781
186
Corporate
(3,518)
(2,729)
(6,369)
(5,875)
Total Adjusted EBITDA
2,077
1,969
7,530
1,699
Retail
Retail revenue increased by 27.0% year-over-year to $33.7 million;
Gross profit increased by 12.7% year-over-year to to $10.2 million;
Gross profit margin of 30.3% for the thirteen weeks ended October 30, 2021;
Adjusted EBITDA decreased to $2.0 million from $3.4 million in the same quarter the prior year;
Adjusted EBITDA margin of 6.0% for the thirteen weeks ended October 30, 2021;
Same-store sales decreased 27% for fifty-four (54) stores in operation during the comparable period in Q3 2021 due primarily to increased competition as the surge in newly licensed retail cannabis stores continues across Canada (in Ontario, 228 new stores were opened in the period);
Expanded the Company's retail network, bringing total stores currently to 102.
Wholesale
Wholesale revenue increased by 54.8% year-over-year to $7.9 million;
Gross profit increased by 72.4% year-over-year to $1.7 million;
Gross profit margin of 21.7% for the thirteen weeks ended October 30, 2021;
Adjusted EBITDA increased by 86.1% year-over-year to $1.3 million;
Adjusted EBITDA margin of 16.0 % for the thirteen weeks ended October 30, 2021.
Digital Platform
Digital platform revenue increased 159.7% year-over-year to $3.8 million;
Adjusted EBITDA increased to $2.3 milion from $0.7 million in the prior year;
Adjusted EBITDA margin of 60.6% for the thirteen weeks ended October 30, 2021.
Corporate
Fire & Flower enhanced its strategic partnership with Alimentation Couche-Tard (ACT) through its "Co-Location Program" which will allow the opening of new Fire & Flower cannabis retail stores adjacent to existing Circle K stores in new markets across Canada;
As part of the Company's expanded digital strategy and asset-light model, Fire & Flower completed the acquisitions of PotGuide and Wikileaf;
The Company repaid $2.3 million outstanding prior to maturity under a term loan facility with ATB Financial.
Subsequent Operational Highlights Post October 30, 2021
The Company announced the acquisition of Pineapple Express Delivery, Canada's largest delivery and logistics company serving cannabis consumers;
Spark Perks members grew from 45,000 in Q3 2020 to over 346,000 across Fire & Flower's entire retail network in Q3 2021;
Continued toward a Nasdaq listing with a consolidation of Common Shares on the basis of 10 pre-consolidation Common Shares for one post-consolidation Common Share. The Company is targeting early first quarter 2022 for its Nasdaq listing;
Announced $30 million Secured Debt Facility with strategic partner Alimentation Couche-Tard.
Non-IFRS Measures – Adjusted EBITDA "Adjusted EBITDA" is a Non-IFRS metric used by management that does not have any standardized meaning prescribed by IFRS and may not be fully comparable to similar measures by presented by other companies. Management defines the Adjusted EBITDA as the Income (loss) for the period, as reported, before income taxes and other expense (income) items such as finance costs, finance income, gains and losses related to derivative liability revaluations and debt extinguishments, and adjusted for share-based compensation, depreciation and amortization, impairment expense, impairment of right-of-use ("ROU") assets net of lease liabilities remeasurement, restructuring charges, professional fees associated with acquisitions, financing and strategic initiatives.
Adjusted EBITDA has been calculated differently than in periods prior to Q1 2021, where the Company previously included lease liability cash payments as disclosed in accordance with IFRS 16 "Leases" accounting standards. The updated measure reflects the Company's new approach to analyzing the consolidated operating performance across the business lines. The Company believes the updated definition is an alternative measure to assess performance as it provides meaningful operating results and facilitates period-to-period operating comparisons. As other companies may calculate this non-IFRS measure differently than the Company, this metric may not be comparable to similarly titled measures reported by other companies. We caution readers that Adjusted EBITDA should not be substituted for determining net income (loss) as an indicator of operating results, or as a substitute for cash flows from operating activities. A reconciliation of net income (loss) to Adjusted EBITDA is presented below.
Adjusted EBITDA for the fiscal third quarter ended October 30, 2021 was $2.1 million compared to Adjusted EBITDA of $2.0 million for the thirteen weeks ended October 31, 2020.
Adjusted EBITDA
Thirteen Weeks ended
Thirty-nine Weeks ended
(in thousands of dollars)
October 30, 2021 ($)
October 31, 2020 ($)
October 30, 2021 ($)
October 31, 2020 ($)
Net loss – as reported
(1,983)
(25,723)
(44,131)
(67,542)
(Gain) loss on revaluation of derivative liability
(12,686)
(35,796)
16,103
(21,082)
Loss on extinguishment and revaluation of debentures
-
53,862
-
53,862
Finance costs, net
1,333
5,972
5,740
20,829
Income taxes, net
(933)
1,218
1,122
1,218
Share-based compensation
855
581
2,706
1,990
Acquisition and strategic initiative professional fees
740
1,060
1,788
1,338
Depreciation & amortization
5,074
2,914
13,585
8,926
Restructuring, impairment and other costs, net
9,677
(2,119)
10,617
2,160
Adjusted EBITDA
2,077
1,969
7,530
1,699
Lease liability cash payments during the thirteen and thirty-nine weeks ended October 30, 2021 were $2.3 million and $6.6 million, respectively (October
31, 2020: $0.8 million and $3.2 million, respectively).
Webcast & Conference Call
Fire & Flower will host a webcast and conference call with Trevor Fencott, Chief Executive Officer, and Judy Adam, Chief Financial Officer at 8:30 a.m. EDT on December 14, 2021. The webcast will discuss Fire & Flower's third quarter 2021 financial and operational results.
Webcast URL
https://event.on24.com/wcc/r/3560110/0E01D852F2FC2D317AF59ACB09B578DF
Dial-In Information
Toll-Free (Canada): 1-833-950-0062
Toll-Free (United States): 1-844-200-6205
Access code: 621339
Replay Information (Available until January 4, 2022)
Toll-Free (Canada): 1-226-828-7578
Toll-Free (United States): 1-866-813-9403
Replay Code: 831677
Upon completion of the live conference call, a replay of the conference call will be accessible on Fire & Flower's website at https://fireandflower.com/investor-relations.
Fire & Flower's financial statements and management discussion and analysis for the period are available on Fire & Flower's SEDAR profile at www.sedar.com and on Fire & Flower's website at www.fireandflower.com/investor-relations/.
About Fire & Flower
Fire & Flower is a leading, technology-powered, adult-use cannabis retailer with more than 100 corporate-owned stores in its network. The Company leverages its wholly-owned technology development subsidiary, Hifyre Inc., to continually advance its proprietary retail operations model while also providing additional independent high-margin revenue streams. Fire & Flower guides consumers through the complex world of cannabis through education-focused, best-in-class retailing while the HifyreTM digital and analytics platform empowers retailers to optimize their connections with consumers. The Company's leadership team combines extensive experience in the technology, cannabis and retail industries.
Through the strategic investment of Alimentation Couche-Tard Inc. (owner of Circle K convenience stores), the Company has set its sights on global expansion as new cannabis markets emerge and is poised to expand into the United States when permitted through its strategic licensing agreement with Fire & Flower U.S. Holdings upon the occurrence of certain changes to the cannabis regulatory regime.
Fire & Flower is a multi-banner cannabis retail operator that owns and operates the Fire & Flower™, Friendly Stranger™, Happy Dayz™ and Hotbox™ brands. Fire & Flower Holdings Corp. owns all issued and outstanding shares in Fire & Flower Inc. and Friendly Stranger Holdings Corp., licensed cannabis retailers that own and operate cannabis retail stores in the provinces of British Columbia, Alberta, Saskatchewan, Manitoba and Ontario, and the Yukon territory.
To learn more about Fire & Flower, visit www.fireandflower.com.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
This news release contains certain forward-looking information within the meaning of applicable Canadian securities laws ("forward-looking statements"). All statements other than statements of present or historical fact are forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as "anticipate", "achieve", "could", "believe", "plan", "intend", "objective", "continuous", "ongoing", "estimate", "outlook", "expect", "project" and similar words, including negatives thereof, suggesting future outcomes or that certain events or conditions "may" or "will" occur. These statements are only predictions.
Forward-looking statements are based on the opinions and estimates of management of Fire & Flower at the date the statements are made based on information then available to Fire & Flower . Various factors and assumptions are applied in drawing conclusions or making the forecasts or projections set out in forward-looking statements. Forward-looking statements are subject to and involve a number of known and unknown, variables, risks and uncertainties, many of which are beyond the control of Fire & Flower , which may cause Fire & Flower 's actual performance and results to differ materially from any projections of future performance or results expressed or implied by such forward-looking statements. Such factors, among other things, include: final regulatory and other approvals or consents; fluctuations in general macroeconomic conditions; fluctuations in securities markets; the impact of the COVID-19 pandemic; the ability of the Company to successfully achieve its business objectives and political and social uncertainties.
No assurance can be given that the expectations reflected in forward-looking statements will prove to be correct. Although the forward-looking statements contained in this news release are based upon what management of the Company believes, or believed at the time, to be reasonable assumptions, the Company cannot assure shareholders that actual results will be consistent with such forward-looking statements, as there may be other factors that cause results not to be as anticipated, estimated or intended. Readers should not place undue reliance on the forward-looking statements and information contained in this news release. Additional information regarding risks and uncertainties relating to the Company's business are contained under the headings "Risk Factors" in the Company's Annual Information Form dated April 29, 2021 and "Risks and Uncertainties" in the management discussion and analysis for the thirteen weeks ended July 31, 2021 filed on its issuer profile on SEDAR at www.sedar.com. The forward-looking statements contained in this press release are made as of the date of this press release, and the Company does not undertake to update any forward-looking statements that are contained or referenced herein, except in accordance with applicable securities laws.
No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.
SOURCE Fire & Flower Holdings Corp.
FUNMAN
3 years ago
Doing everything right --->>> FIRE & FLOWER TO ACQUIRE PINEAPPLE EXPRESS DELIVERY TO ADVANCE E-COMMERCE DIGITAL PLATFORM STRATEGY
Now if they could only make "net-money". - FUNMAN
https://investors.fireandflower.com/news/news-details/2021/Fire--Flower-to-Acquire-Pineapple-Express-Delivery-to-Advance-E-Commerce-Digital-Platform-Strategy/default.aspx
DECEMBER, 09, 2021
Transformational acquisition will complete Fire & Flower's proprietary technology stack and enable a true consumer platform experience from customer acquisition through to fulfillment via same-day delivery to customers
TORONTO, Dec. 9, 2021 /CNW/ - Fire & Flower Holdings Corp. ("Fire & Flower" or the "Company") (TSX: FAF) (OTCQX: FFLWF) and its wholly-owned subsidiary Hifyre™ Inc. ("Hifyre"), today announced entering into a definitive agreement to acquire Pineapple Express Delivery Inc. ("Pineapple Express"), Canada's largest delivery and logistics company serving the cannabis sector (the "Acquisition"). Upon completion of the Acquisition, Fire & Flower will have all the necessary components in its business to deliver a full consumer technology platform experience, supported by a network of more than 100 retail stores and full same-day delivery to cannabis consumers.
Fire & Flower, Hifyre & Pineapple Express (CNW Group/Fire & Flower Holdings Corp.)
The addition of Pineapple Express to the family of Fire & Flower properties will provide a clear value proposition to Canadian cannabis consumers through unrivaled convenience and speed of delivery at compelling prices due to efficiencies realized through a distributed asset-light retail network.
Founded by seasoned delivery pioneer, Randy Rolph, Pineapple Express has quickly grown to prominence as the largest player in the cannabis delivery space – completing more than 40,000 deliveries per month to recreational and medical cannabis customers across Canada. The addition of best-in-class logistics and delivery management expertise will enable Fire & Flower and Hifyre to provide delivery software and fulfillment technology to its existing network and in the U.S. and European markets.
"The Acquisition of Pineapple Express will complete our proprietary technology stack and allow us to deliver a seamless customer experience from online customer acquisition and discovery at our top-of-funnel sites such as PotGuide.com and Wikileaf.com, through a personalized online or in-store shopping experience powered by Hifyre and our Spark Perks™ program and now culminating in best-in-class fulfillment service right to our customers' doors through Pineapple Express. To our knowledge, this complete cannabis consumer technology platform is the first of its kind in the legal cannabis industry and will power our asset-light retail strategy, not just in Canada but across North America. We see this as an example of the advantages of building, testing and hardening technology and systems in the federally legal Canadian market before deploying them to the U.S. and other emerging markets," said Trevor Fencott, Chief Executive Officer of Fire & Flower.
Fencott continued, "Cannabis customers shopping in the illegal market are accustomed to purchasing products online which are delivered directly to their door, often in the same day. The Acquisition of Pineapple Express will provide a clear value proposition to cannabis customers who are shopping in the legal market and offer a better solution and experience for those still purchasing from the illegal market. With our cannabis consumer technology platform in place and our strategic partnership with Alimentation Couche-Tard theat includes existing in future licensed co-located stores, we are well positioned to successfully execute on our asset-light strategy in new markets we enter, further driving shareholder value."
"Pineapple Express is thrilled to be joining Fire & Flower and Hifyre and we look forward to working with the team to continue to scale our delivery capabilities across Canada and the U.S.," said Randy Rolph, Founder and Chief Executive Officer of Pineapple Express. "In looking at what was going to allow our company to grow in a way that fulfills our ultimate vision, it was clear that Fire & Flower, with its strategic partnership with Alimentation Couche-Tard, and its focus on building a global, future-focused, cannabis consumer technology platform was the right partner for us in our next evolution."
A summary of the anticipated benefits of the Acquisition include:
Customer Acquisition Channels
Fire & Flower's newly acquired online cannabis platforms, PotGuide.com and Wikileaf.com, along with retail brands and partner branded online dispensaries, significantly expand the Company's e-commerce platform and collectively drive cannabis customers into its data-driven retail network, culminating in an expanded opportunity to collect cannabis consumer behaviors and deliver an enhanced retail experience.
Retail Fulfillment Network & Distribution Centres
Cannabis products will be fulfilled through the Company's retail network of more than 100 stores that will serve as distribution nodes, effectively transforming them from traditional brick-and-mortar shops into last-mile fulfillment outposts in communities across North America. The Company anticipates adding cannabis retail licenses to select, existing Pineapple Express distribution centres to fulfill delivery direct to consumers in major urban centres. In addition, licensed locations that are being built adjacent to Circle K stores will provide another layer to the Company's distributed fulfillment network, further supporting the Company's strategy to operate high-margin revenue channels on an asset-light basis.
Delivery & Logistics
Pineapple Express will enable same-day delivery in key markets across Canada, leveraging their existing fleet of vehicles, drivers and dispatch personnel. Pineapple Express is powered by proprietary technology, including the CannDeliv platform, which will be added to the Hifyre technology stack.
Total consideration for the acquisition of Pineapple Express is payable by the Company by way of assumption and repayment of approximately $5.3 million in cash debt owed by Pineapple Express and the issuance of up to approximately 1,126,761 common shares of Fire & Flower, (subject to adjustment in accordance with the terms of the Acquisition, subject to Pineapple Express achieving certain performance-based milestones in the fiscal 2022 year). Pineapple Express revenue for the trailing 12-month period ended October 31, 2021 was approximately $10 million.(1)
The Acquisition will be completed by way of three-cornered amalgamation with a newly incorporated subsidiary of Hifyre. Completion of the Acquisition is subject to the satisfaction or waiver of customary closing conditions, including the approval of the TSX and approval by the shareholders of Pineapple Express at a shareholders' meeting to be convened in January 2022. The Acquisition is expected to close in Q1 2022.
To learn more about Pineapple Express, visit https://pineappleexpressdelivery.com/.
About Fire & Flower
Fire & Flower is a leading, technology-powered, adult-use cannabis retailer with 100 corporate-owned stores in its network. The Company leverages its wholly-owned technology development subsidiary, Hifyre Inc., to continually advance its proprietary retail operations model while also providing additional independent high-margin revenue streams. Fire & Flower guides consumers through the complex world of cannabis through education-focused, best-in-class retailing while the HifyreTM digital retail and analytics platform empowers retailers to optimize their connections with consumers. The Company's leadership team combines extensive experience in the technology, cannabis and retail industries.
Through the strategic investment of Alimentation Couche-Tard Inc. (owner of Circle K convenience stores), the Company has set its sights on global expansion as new cannabis markets emerge and is poised to expand into the United States when permitted through its strategic licensing agreement with Fire & Flower U.S. Holdings upon the occurrence of certain changes to the cannabis regulatory regime.
Fire & Flower is a multi-banner cannabis retail operator that owns and operates the Fire & Flower, Friendly Stranger, Happy Dayz and Hotbox brands. Fire & Flower Holdings Corp. owns all issued and outstanding shares in Fire & Flower Inc. and Friendly Stranger Holdings Corp., licensed cannabis retailers that own and operate cannabis retail stores in the provinces of Alberta, Saskatchewan, Manitoba, British Columbia and Ontario, and the Yukon territory.
To learn more about Fire & Flower, visit www.fireandflower.com.
Preliminary and unaudited financial results are subject to customary financial statement procedures by the Company and its auditors. Actual results could be affected by subsequent events or determinations. While the Company believes there is a reasonable basis for these preliminary financial results, the results involve known and unknown risks and uncertainties that may cause actual results to differ materially. These preliminary fiscal results represent forward-looking information. See "Cautionary Statement Regarding Forward-Looking Information" and "Financial Outlook".
FINANCIAL OUTLOOK
This news release contains a financial outlook within the meaning of applicable Canadian securities laws. The financial outlook has been prepared by management of Pineapple Express and the Company to provide an outlook for the Pineapple Express' revenue for the trailing 12 month period ended October 31, 2021 and may not be appropriate for any other purpose. The financial outlook has been prepared based on a number of assumptions including the assumptions discussed under the heading "Forward Looking Information" below. The actual results of Pineapple Express' operations for any period will likely vary from the amounts set forth in these projections and such variations may be material. The Company and its management believe that the financial outlook has been prepared on a reasonable basis. However, because this information is highly subjective and subject to numerous risks, including the risks discussed under the heading "Cautionary Statement Regarding Forward-Looking Information" below, it should not be relied on as necessarily indicative of future results.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
This news release contains certain forward-looking information within the meaning of applicable Canadian securities laws ("forward-looking statements"). All statements other than statements of present or historical fact are forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as "anticipate", "achieve", "could", "believe", "plan", "intend", "objective", "continuous", "ongoing", "estimate", "outlook", "expect", "project" and similar words, including negatives thereof, suggesting future outcomes or that certain events or conditions "may" or "will" occur. These statements are only predictions. Forward-looking statements in this press release include, but are not limited to, statements in respect of completion of the Acquisition and the potential benefits thereof to the Company and Pineapple Express' anticipated revenues.
Forward-looking statements are based on the opinions and estimates of management of Fire & Flower at the date the statements are made based on information then available to the Fire & Flower. Various factors and assumptions are applied in drawing conclusions or making the forecasts or projections set out in forward-looking statements, including with respect to the closing of the Acquisition on the terms described herein or at all. Forward-looking statements are subject to and involve a number of known and unknown, variables, risks and uncertainties, many of which are beyond the control of Fire & Flower, which may cause Fire & Flower's and Pineapple Express' actual performance and results to differ materially from any projections of future performance or results expressed or implied by such forward-looking statements. Such factors, among other things, include: regulatory and other approvals or consents; fluctuations in general macroeconomic conditions; fluctuations in securities markets; the impact of the COVID-19 pandemic; the ability of the Company and Pineapple Express to successfully achieve its business objectives and political and social uncertainties.
No assurance can be given that the expectations reflected in forward-looking statements will prove to be correct. Although the forward-looking statements contained in this news release are based upon what management of the Company believes, or believed at the time, to be reasonable assumptions, the Company cannot assure shareholders that actual results will be consistent with such forward-looking statements, as there may be other factors that cause results not to be as anticipated, estimated or intended. Readers should not place undue reliance on the forward-looking statements and information contained in this news release. Additional information regarding risks and uncertainties relating to the Company's business are contained under the heading "Risk Factors" in the Company's annual information form dated April 30, 2021 and the heading "Risks and Uncertainties" in the management discussion and analysis for the quarter ended July 31, 2021 filed on its issuer profile on SEDAR at www.sedar.com . The forward-looking statements contained in this press release are made as of the date of this press release, and the Company does not undertake to update any forward-looking statements that are contained or referenced herein, except in accordance with applicable securities laws.
No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.
Fire & Flower Logo (CNW Group/Fire & Flower Holdings Corp.)
SOURCE Fire & Flower Holdings Corp.
FUNMAN
3 years ago
FIRE & FLOWER ANNOUNCES KEY RETAIL AND DIGITAL MILESTONES
DECEMBER, 02, 2021
https://investors.fireandflower.com/news/news-details/2021/Fire--Flower-Announces-Key-Retail-and-Digital-Milestones/default.aspx
Launch of PotGuide and Wikileaf Canadian E-Commerce Platforms Leverage a Milestone 100 Cannabis Retail Store Network with 360,000 Spark Perks™ Members
TORONTO, Dec. 2, 2021 /CNW/ - Fire & Flower Holdings Corp. ("Fire & Flower" or the "Company") (TSX: FAF) (OTCQX: FFLWF) and its wholly-owned subsidiary Hifyre™ Inc. ("Hifyre"), today announced significant, interconnected milestones driving the Company towards a leading position as an omni-channel, e-commerce and brick-and-mortar retailer.
Fire & Flower Logo (CNW Group/Fire & Flower Holdings Corp.)
Launch of PotGuide and Wikileaf E-Commerce
Canadian customers of PotGuide and Wikileaf can now shop for cannabis products online. Products are available for purchase and fulfilled by the entire Fire & Flower, Friendly Stranger, Happy Dayz and Hotbox retail network. Purchases are available to be delivered to customers in Ontario, Manitoba, British Columbia and Saskatchewan, and will soon be available for delivery in Alberta, or available for Fastlane "Click-and-Collect" at retail stores.
Visit https://shop.potguide.com and https://shop.wikileaf.com for more information or to place an order for cannabis products.
100 Retail Store Milestone
Fire & Flower's 100th cannabis retail store opened earlier this week in Scarborough, Ontario, making the Company one of the largest cannabis retail chains in North America. As Fire & Flower looks to evolve its retail business, 100 cannabis retail stores provide brick-and-mortar consumer traffic opportunities as well as a network of dispensaries for e-commerce fulfillment.
360,000 Spark Perks™ Members
On average, active Spark Perks™ members spend 31% more per transaction than non-members. The milestone of 360,000 Spark Perks™ members demonstrates the Company's continued growth of the first cannabis membership program in Canada and cements our position as a leader in digital customer engagement. To the Company's knowledge, Spark Perks™ is the largest cannabis member and loyalty program in the world.
"Our milestone of exceeding 100 corporate-owned stores across our network allows us to serve customers in every Canadian cannabis market where private retail is permitted. As we evolve our business, we look to driving traffic to our stores through e-commerce and convenience retail. An omni-channel, convenience-oriented strategy offers a clear value proposition to our customers and is aligned with our strategic partner, Alimentation Couche-Tard, owner of Circle K," shared Trevor Fencott, Chief Executive Officer of Fire & Flower.
"We have also recently announced the expansion of our store co-location program with Circle K and envision that the growth of this program will further amplify the ability to build a large and cost-effective retail network that is strategically placed adjacent to convenience hubs that generate high retail traffic. In addition, the co-location program will provide greater efficiencies in servicing customers who transact in e-commerce, the way they have traditionally purchased in the illegal market."
"As we enter the next stage of growth in our Company, we will build off these milestones and continue to innovate and deliver an experience that truly provides value to our customers," concluded Fencott.
Expanding upon one of the largest retail networks for cannabis in Canada, Fire & Flower is evolving to take a greater focus on digital engagement with customers and using its existing infrastructure to find unique ways to deliver products to new and existing customers across Canada. Utilizing its Hifyre platform, the Company's proprietary technology and data and analytics tool, Fire & Flower continues to implement a more personalized and consumer-centric retail experience by delivering real-time actionable insights and sophisticated analysis of what customers want and when they want it.
Earlier this year, Fire & Flower's acquisitions of PotGuide and Wikileaf enhanced Hifyre's asset-light approach and provided a scalable entry point to capture new customers and Spark Perks™ members in both Canada and the United States. Sparks Perks™ continues to aid the Hifyre IQ data and analytics platform in building a real-time understanding of cannabis consumer preferences and purchasing trends across North America to the benefit of Fire & Flower and its strategic partners.
Members of the Spark Perks™ program receive exclusive benefits including: Fastlane "Click and Collect" checkout, curbside pickup, Rapid Delivery where permitted, special deals, member-only events and exclusive offers. Spark Perks™ is free to join and no cannabis purchase is required to enroll in the program.
To receive Company updates and be added to the email distribution list please sign up here.
About Fire & Flower
Fire & Flower is a leading, technology-powered, adult-use cannabis retailer with over 100 corporate-owned stores in its network. The Company leverages its wholly-owned technology development subsidiary, Hifyre Inc., to continually advance its proprietary retail operations model while also providing additional independent high-margin revenue streams. Fire & Flower guides consumers through the complex world of cannabis through education-focused, best-in-class retailing while the HifyreTM digital retail and analytics platform empowers retailers to optimize their connections with consumers. The Company's leadership team combines extensive experience in the technology, cannabis and retail industries.
Through the strategic investment of Alimentation Couche-Tard Inc. (owner of Circle K convenience stores), the Company has set its sights on global expansion as new cannabis markets emerge and is poised to expand into the United States when permitted through its strategic licensing agreement with Fire & Flower U.S. Holdings upon the occurrence of certain changes to the cannabis regulatory regime.
Fire & Flower is a multi-banner cannabis retail operator that owns and operates the Fire & Flower, Friendly Stranger, Happy Dayz and Hotbox brands. Fire & Flower Holdings Corp. owns all issued and outstanding shares in Fire & Flower Inc. and Friendly Stranger Holdings Corp., licensed cannabis retailers that own and operate cannabis retail stores in the provinces of Alberta, Saskatchewan, Manitoba, British Columbia and Ontario, and the Yukon territory.
To learn more about Fire & Flower, visit www.fireandflower.com.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
This news release contains certain forward-looking information within the meaning of applicable Canadian securities laws ("forward-looking statements"). All statements other than statements of present or historical fact are forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as "anticipate", "achieve", "could", "believe", "plan", "intend", "objective", "continuous", "ongoing", "estimate", "outlook", "expect", "project" and similar words, including negatives thereof, suggesting future outcomes or that certain events or conditions "may" or "will" occur. These statements are only predictions.
Forward-looking statements are based on the opinions and estimates of management of Fire & Flower at the date the statements are made based on information then available to the Fire & Flower. Various factors and assumptions are applied in drawing conclusions or making the forecasts or projections set out in forward-looking statements. Forward-looking statements are subject to and involve a number of known and unknown, variables, risks and uncertainties, many of which are beyond the control of Fire & Flower, which may cause Fire & Flower's actual performance and results to differ materially from any projections of future performance or results expressed or implied by such forward-looking statements. Such factors, among other things, include: regulatory and other approvals or consents; fluctuations in general macroeconomic conditions; fluctuations in securities markets; the impact of the COVID-19 pandemic; the ability of the Company to successfully achieve its business objectives and political and social uncertainties.
No assurance can be given that the expectations reflected in forward-looking statements will prove to be correct. Although the forward-looking statements contained in this news release are based upon what management of the Company believes, or believed at the time, to be reasonable assumptions, the Company cannot assure shareholders that actual results will be consistent with such forward-looking statements, as there may be other factors that cause results not to be as anticipated, estimated or intended. Readers should not place undue reliance on the forward-looking statements and information contained in this news release. Additional information regarding risks and uncertainties relating to the Company's business are contained under the heading "Risk Factors" in the Company's annual information form dated April 30, 2021 and the heading "Risks and Uncertainties" in the management discussion and analysis for the quarter ended July 31, 2021 filed on its issuer profile on SEDAR at www.sedar.com . The forward-looking statements contained in this press release are made as of the date of this press release, and the Company does not undertake to update any forward-looking statements that are contained or referenced herein, except in accordance with applicable securities laws.
No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.
FUNMAN
3 years ago
Too bad--->>>FIRE & FLOWER ANNOUNCES SHARE CONSOLIDATION AS PART OF UPCOMING NASDAQ LISTING
NOVEMBER, 29, 2021
https://investors.fireandflower.com/news/news-details/2021/Fire--Flower-Announces-Share-Consolidation-as-Part-of-Upcoming-NASDAQ-Listing/default.aspx
NASDAQ listing is expected to provide greater exposure to U.S. markets
TORONTO, Nov. 29, 2021 /CNW/ - Fire & Flower Holdings Corp. ("Fire & Flower", or the "Company") (TSX: FAF) (OTCQX: FFLWF), a leading, technology-powered, cannabis retailer today announced that, in connection with the potential additional listing of the common shares in the capital of the Company (the "Shares") on the Nasdaq, it has filed articles of amendment implementing a consolidation of the Shares on the basis of ten (10) pre-consolidation Shares for every one (1) post-consolidation Share (the "Consolidation"). The Consolidation was previously approved by the Company's shareholders at its annual and special meeting of shareholders held on June 9, 2021.
Fire & Flower (CNW Group/Fire & Flower Holdings Corp.)
Trevor Fencott, Chief Executive Officer of Fire & Flower commented, "The share consolidation is an important step in our U.S. expansion strategy. It enables Fire & Flower to qualify for a listing on the NASDAQ and expand its shareholder base which, in turn, provides the Company with increased flexibility and enhanced liquidity to accelerate its strategic growth plans."
"We have built an industry-leading cannabis consumer technology platform and, as demand for our technology platform continues to build in the U.S., now is the right time to advance our NASDAQ listing and make our shares more accessible to a larger investor audience."
"Along with our previously announced acquisitions of trusted cannabis strain information destination, Wikileaf (www.wikileaf.com) and best-in-class dispensary, culture and cannabis marketplace, PotGuide in Denver, Colorado (www.potguide.com), the share consolidation is the next important step in our U.S. expansion strategy. We look forward to completing the listing in the upcoming weeks as we announce continued growth of our cannabis consumer technology platform and execution on our asset-light business model," said Trevor Fencott, CEO of Fire & Flower.
Notice of the Consolidation has been provided to the Toronto Stock Exchange ("TSX"). The Shares will continue to be listed on the TSX under the symbol "FAF", and the Shares are expected to begin trading on a post-Consolidation basis on the TSX on or about December 1, 2021. Following the Consolidation, the new CUSIP number for the Shares is 318108305 and the new ISIN for the Shares is CA3181083054.
As a result of the Consolidation, the 358,146,179 Shares issued and outstanding prior to the Consolidation have been reduced to approximately 35,814,617 Shares (disregarding the treatment of any resulting fractional shares). Each shareholder's percentage ownership in the Company and proportional voting power remains unchanged after the Consolidation, except for minor changes and adjustments resulting from the treatment of any resulting fractional Shares. The Company will not be issuing fractional post-Consolidation Shares. Where the Consolidation would otherwise result in a shareholder being entitled to a fractional Share, the number of post-Consolidation Shares issued to such shareholder will be rounded down to the nearest whole number of Shares.
The Company's transfer agent, Computershare Investor Services Inc. ("Computershare"), will act as the exchange agent for the Consolidation. In connection with the Consolidation, Computershare has sent a letter of transmittal to registered shareholders holding their Shares in certificated form to exchange their old Share certificates for new Share certificates, in accordance with the instructions provided in the letter of transmittal. Registered shareholders will be able to obtain additional copies of the letter of transmittal through Computershare. Until surrendered, each certificate representing pre-Consolidation Shares will represent the number of whole post-Consolidation Shares to which the holder is entitled as a result of the Consolidation.
Registered holders holding their Shares by way of a Direct Registration System Advice/Statement, and non-registered beneficial holders holding their Shares through intermediaries (securities brokers, dealers, banks, financial institutions, etc.) will not need to complete a letter of transmittal. Non-registered beneficial holders holding their Shares through an intermediary should note that such intermediaries may have specific procedures for processing the Consolidation. Shareholders holding their Shares through such an intermediary and who have any questions in this regard are encouraged to contact their intermediary.
The exercise or conversion price and the number of Shares issuable under any of the Company's outstanding warrants, convertible debentures, stock options and other securities exercisable for or convertible into Shares will be proportionately adjusted to reflect the Consolidation in accordance with the respective terms thereof.
The Company's proposed listing on the Nasdaq remains subject to satsifying all of the listing standards of the Nasdaq and there is no assurance that such listing will be completed.
About Fire & Flower
Fire & Flower is a leading, technology-powered, adult-use cannabis retailer with more than 95 corporate-owned stores in its network. The Company leverages its wholly-owned technology development subsidiary, Hifyre Inc., to continually advance its proprietary retail operations model while also providing additional independent high-margin revenue streams. Fire & Flower guides consumers through the complex world of cannabis through education-focused, best-in-class retailing while the HifyreTM digital and analytics platform empowers retailers to optimize their connections with consumers. The Company's leadership team combines extensive experience in the technology, cannabis and retail industries.
Through the strategic investment of Alimentation Couche-Tard Inc. (owner of Circle K convenience stores), the Company has set its sights on global expansion as new cannabis markets emerge and is poised to expand into the United States when permitted through its strategic licensing agreement with Fire & Flower U.S. Holdings upon the occurrence of certain changes to the cannabis regulatory regime.
Fire & Flower is a multi-banner cannabis retail operator that owns and operates the Fire & Flower™, Friendly Stranger™, Happy Dayz™ and Hotbox™ brands. Fire & Flower Holdings Corp. owns all issued and outstanding shares in Fire & Flower Inc. and Friendly Stranger Holdings Corp., licensed cannabis retailers that own and operate cannabis retail stores in the provinces of British Columbia, Alberta, Saskatchewan, Manitoba and Ontario, and the Yukon territory.
To learn more about Fire & Flower, visit https://fireandflower.com.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
This news release contains certain forward-looking information within the meaning of applicable Canadian securities laws ("forward-looking statements"). All statements other than statements of present or historical fact are forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as "anticipate", "achieve", "could", "believe", "plan", "intend", "objective", "continuous", "ongoing", "estimate", "outlook", "expect", "project" and similar words, including negatives thereof, suggesting future outcomes or that certain events or conditions "may" or "will" occur. These statements are only predictions. Forward-looking information in this news release includes, but is not limited to, when the Shares will commence trading on a post-Consolidation basis and the Shares qualifying for a listing on the Nasdaq and the timing of any such listing.
Forward-looking statements are based on the opinions and estimates of management of Fire & Flower at the date the statements are made based on information then available to the Fire & Flower. Various factors and assumptions are applied in drawing conclusions or making the forecasts or projections set out in forward-looking statements. Forward-looking statements are subject to and involve a number of known and unknown, variables, risks and uncertainties, many of which are beyond the control of Fire & Flower, which may cause Fire & Flower's actual performance and results to differ materially from any projections of future performance or results expressed or implied by such forward-looking statements. Such factors, among other things, include: regulatory and other approvals or consents.
No assurance can be given that the expectations reflected in forward-looking statements will prove to be correct. Although the forward-looking statements contained in this news release are based upon what management of the Company believes, or believed at the time, to be reasonable assumptions, the Company cannot assure shareholders that actual results will be consistent with such forward-looking statements, as there may be other factors that cause results not to be as anticipated, estimated or intended. Readers should not place undue reliance on the forward-looking statements and information contained in this news release. Additional information regarding risks and uncertainties relating to the Company's business are contained under the heading "Risk Factors" in the Company's annual information form dated April 30, 2021 and the heading "Risks and Uncertainties" in the management discussion and analysis for quarter ended July 31, 2021 filed on its issuer profile on SEDAR at www.sedar.com. The forward-looking statements contained in this new release are made as of the date of this news release, and the Company does not undertake to update any forward-looking statements that are contained or referenced herein, except in accordance with applicable securities laws.
No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.
SOURCE Fire & Flower Holdings Corp.
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