false
2023-11-15
0001617765
00-0000000
Salona Global Medical Device Corp.
0001617765
2023-11-15
2023-11-15
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
November 15, 2023
SALONA GLOBAL MEDICAL DEVICE CORP.
(Exact name of registrant as specified in its charter)
British Columbia
|
333-255642
|
Not Applicable |
(State or other jurisdiction |
(Commission |
(IRS Employer |
of incorporation) |
File Number) |
Identification No.) |
49 Natcon Dr
Shirley, New York, United States
11967
(Address of principal executive offices) (ZIP Code)
Registrant’s telephone number, including area code: (800) 760-6826
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act: None
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b -2 of this chapter).
Emerging growth company ☑
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition
On November 15, 2023, Salona Global Medical Device Corporation issued a press release announcing its financial results for the fiscal quarter ended September 30, 2023. A copy of the press release is furnished as Exhibit 99.1 to this report.
The information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
|
SALONA GLOBAL MEDICAL DEVICE CORPORATION |
|
|
|
|
|
|
Date: November 15, 2023 |
By: |
/s/ Natalia Vakhitova |
|
Name: |
Natalia Vakhitova |
|
Title: |
Chief Financial Officer |
EXHIBIT 99.1
Salona Global Completes Turn Around Plan with Profitable Third Quarter, Posting Record Results with 18.5% Quarterly Organic Revenue Growth and 29% Quarterly Gross Profit Growth; Generates $749,425 in Adjusted EBITDA for the Quarter
New York, New York, November 15, 2023 - Salona Global Medical Device Corporation (the "Company") (TSXV:SGMD), soon to be renamed Evome Medical Technologies Inc., today announced financial highlights for its third quarter, ending September 30, 2023.
Financial Headlines
Revenues
- Generated $19,647,489 in revenue for the quarter ending September 30, 2023.
- 18.5% increase from the previous quarter.
- 78.3% increase from the same period in the prior year.
Profits
- Generated $7,268,163 in gross profit for the quarter ending September 30, 2023.
- 29.0% increase from the previous quarter.
- 128.4% increase from the same period in the prior year.
- Improved gross profit margins to 37% from 34% in the previous quarter.
- Generated $749,425 in positive Adjusted EBITDA (defined below) for the quarter ending September 30, 2023 as compared to negative Adjusted EBTIDA of $819,394 in the previous quarter, a difference of $1,568,819 for the quarter.
- Generated $2,998,468 in net income for the quarter ending September 30, 2023 as compared to a net loss of $1,115,843 in the previous quarter, a difference of $4,114,311 for the quarter.
Acquisition Debt Reduction
The Company reduced acquisition debt by US$428,237.45 in the third quarter pursuant to the previously announced forbearance agreement. On October 31, 2023, the Company further reduced its acquisition debt by making a scheduled payment.
"We have succeeded in implementing our turnaround plan very quickly this quarter with fantastic results," said CEO Mike Seckler. "We had record revenue with solid organic revenue and gross profit growth. With this sales momentum I now want to focus on getting our gross profit figures up above 40%. I am also optimistic our operational challenges will be overcome and we are now assessing a pathway to eliminate our going concern issues."
"Most importantly, we can now look to the future and focus on revenue growth. We have some very exciting product launches and international partnerships that look to fuel growth in 2024. I look forward to announcing our new product tomorrow and soon we will debut our entire next generation line of products."
Earnings Call
On Wednesday, November 15, 2023, at 4:00 p.m. (Eastern Time), CEO Mike Seckler and CFO Natalia Vakhitova will hold an earnings call (see details below) to discuss the third quarter financial results. The call-in numbers for participants are:
Toll Free Dial In: +1 (800) 245-3047
Direct Dial: +1 (203) 518-9765
Conference ID: SALONA
Sign up at http://tinyurl.com/salonaglobalnewsletter for updates on the Company delivered directly to your inbox.
Full Financial Statements
Condensed financial statements for the third quarter ending September 30, 2023 are attached at end of this release. The full financial statements and related management discussion and analysis (in the form of a quarterly report on Form 10-Q) for the three and nine months ended September 30, 2023 have been filed with the United States Securities and Exchange Commission and available at www.sec.gov, and with the securities regulatory authorities in certain provinces of Canada and available at www.sedarplus.com.
For more information please contact:
Mike Seckler
Chief Executive Officer
Tel: 1 (800) 760-6826
Email: Info@Salonaglobal.com
Non-GAAP Measures
This press release refers to "Adjusted EBITDA" which is a non-GAAP and non-IFRS financial measure that does not have a standardized meaning prescribed by GAAP or IFRS. The Company's presentation of this financial measure may not be comparable to similarly titled measures used by other companies. This non-GAAP financial measure assists the Company's management in comparing its operating performance over time because certain items may obscure underlying business trends and make comparisons of long-term performance difficult, as they are of a nature and/or size that occur with inconsistent frequency or relate to discrete acquisition plans that are fundamentally different from the ongoing operating plans of the Company. The Company's management also believes that presenting this measure allows investors to view the Company's performance using the same measures that the Company uses in evaluating its financial and business performance and trends.
"Adjusted EBITDA" is defined as net loss excluding interest expense, provision for income taxes, depreciation of property and equipment, amortization of right-of-use asset, amortization of intangible asset, foreign exchange (loss) gain, other income, provision for impairment, change in fair value of contingent consideration, transaction costs, and stock-based compensation.
The following table provides reconciliation between net income (loss) and Adjusted EBITDA:
|
|
For the three months ended |
|
|
For the nine months ended |
|
|
|
September 30 |
|
|
September 30 |
|
|
September 30 |
|
|
September 30 |
|
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss |
$ |
2,988,468 |
|
$ |
(9,801,081 |
) |
$ |
209,881 |
|
$ |
(14,045,048 |
) |
Interest Expense |
|
641,466 |
|
|
196,788 |
|
|
1,373,998 |
|
|
432,005 |
|
Provision for income taxes |
|
9,561 |
|
|
(69,033 |
) |
|
48,105 |
|
|
(214,750 |
) |
Depreciation of property and equipment |
|
273,092 |
|
|
172,654 |
|
|
722,422 |
|
|
313,594 |
|
Amortization of right-of-use asset |
|
518,873 |
|
|
133,991 |
|
|
1,441,014 |
|
|
304,027 |
|
Amortization of intangible asset |
|
392,615 |
|
|
254,706 |
|
|
1,093,714 |
|
|
718,716 |
|
Foreign exchange (loss) gain |
|
80 |
|
|
62,971 |
|
|
(4,438 |
) |
|
66,904 |
|
Other income |
|
(1,185,110 |
) |
|
(1,252 |
) |
|
(2,000,671 |
) |
|
(1,300 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for impairment |
|
- |
|
|
- |
|
|
- |
|
|
5,527,913 |
|
Change in fair value of earnout consideration |
|
- |
|
|
- |
|
|
(1,165,697) |
|
|
2,451,600 |
|
Change in fair value of contingent consideration |
|
(3,542,325 |
) |
|
8,053,337 |
|
|
(3,269,230) |
|
|
2,659,329 |
|
Transaction costs |
|
72,839 |
|
|
838,957 |
|
|
607,151 |
|
|
2,407,366 |
|
Severance Expenses |
|
315,569 |
|
|
- |
|
|
544,318 |
|
|
- |
|
Stock based compensation |
|
264,637 |
|
|
378,683 |
|
|
1,001,733 |
|
|
1,306,341 |
|
Adjusted EBITDA |
$ |
749,765 |
|
$ |
220,721 |
|
$ |
602,300 |
|
$ |
1,926,697 |
|
Additional Information
Unless otherwise specified, all dollar amounts in this press release are expressed in Canadian dollars.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Certain statements contained in this press release constitute "forward-looking information" within the meaning of the Private Securities Litigation Reform Act of 1995 and applicable Canadian securities laws. These statements can be identified by the use of forward-looking terminology such as "expects" "believes", "estimates", "may", "would", "could", "should", "potential", "will", "seek", "intend", "plan", and "anticipate", and similar expressions as they relate to the Company, including: the Company getting gross profit figures up above 40%; the Company launching new products in 2024, including announcing new products on November 16 , 2023 and debuting an entire next generation line of products soon.
All statements other than statements of historical fact may be forward-looking information. Such statements reflect the Company's current views and intentions with respect to future events, and current information available to the Company, and are subject to certain risks, uncertainties and assumptions, including: the Company finding additional cost restructuring opportunities and reductions.
The Company cautions that the forward-looking statements contained herein are qualified by important factors that could cause actual results to differ materially from those reflected by such statements. Such factors include but are not limited to the general business and economic conditions in the regions in which the Company operates; the ability of the Company to execute on key priorities, including the successful completion of acquisitions, business retention, and strategic plans and to attract, develop and retain key executives; difficulty integrating newly acquired businesses; ongoing or new disruptions in the supply chain, the extent and scope of such supply chain disruptions, and the timing or extent of the resolution or improvement of such disruptions; the ability to implement business strategies and pursue business opportunities; disruptions in or attacks (including cyber-attacks) on the Company's information technology, internet, network access or other voice or data communications systems or services; the evolution of various types of fraud or other criminal behavior to which the Company is exposed; the failure of third parties to comply with their obligations to the Company or its affiliates; the impact of new and changes to, or application of, current laws and regulations; granting of permits and licenses in a highly regulated business; the overall difficult litigation environment, including in the United States; increased competition; changes in foreign currency rates; increased funding costs and market volatility due to market illiquidity and competition for funding; the availability of funds and resources to pursue operations; critical accounting estimates and changes to accounting standards, policies, and methods used by the Company; the occurrence of natural and unnatural catastrophic events and claims resulting from such events; as well as those risk factors discussed or referred to in the Company's disclosure documents filed with United States Securities and Exchange Commission and available at www.sec.gov, and with the securities regulatory authorities in certain provinces of Canada and available at www.sedarplus.ca. Should any factor affect the Company in an unexpected manner, or should assumptions underlying the forward-looking information prove incorrect, the actual results or events may differ materially from the results or events predicted. Any such forward-looking information is expressly qualified in its entirety by this cautionary statement. Moreover, the Company does not assume responsibility for the accuracy or completeness of such forward-looking information. The forward-looking information included in this press release is made as of the date of this press release and the Company undertakes no obligation to publicly update or revise any forward-looking information, other than as required by applicable law.
SALONA GLOBAL MEDICAL DEVICE CORPORATION
Unaudited Interim Condensed Consolidated Statements of Operations and Comprehensive Loss
|
|
For the three months ended |
|
|
For the nine months ended |
|
|
|
September 30 |
|
|
September 30 |
|
|
September 30 |
|
|
September 30 |
|
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue |
$ |
19,647,489 |
|
$ |
11,019,251 |
|
$ |
46,905,793 |
|
$ |
29,448,811 |
|
Cost of revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
Direct service personnel |
|
1,509,715 |
|
|
1,508,339 |
|
|
4,987,474 |
|
|
4,382,736 |
|
Direct material costs |
|
10,546,970 |
|
|
6,036,325 |
|
|
23,937,770 |
|
|
14,588,950 |
|
Other direct costs |
|
322,641 |
|
|
292,528 |
|
|
984,112 |
|
|
792,049 |
|
Total cost of revenue |
|
12,379,326 |
|
|
7,837,192 |
|
|
29,909,356 |
|
|
19,763,735 |
|
Gross margin |
|
7,268,163 |
|
|
3,182,059 |
|
|
16,996,437 |
|
|
9,685,076 |
|
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative |
|
7,098,604 |
|
|
3,340,021 |
|
|
17,940,188 |
|
|
9,064,720 |
|
Depreciation of property and equipment |
|
273,092 |
|
|
172,654 |
|
|
722,422 |
|
|
313,594 |
|
Amortization of operating lease right-of-use assets |
|
518,873 |
|
|
133,991 |
|
|
1,441,014 |
|
|
304,027 |
|
Amortization of intangible assets |
|
392,615 |
|
|
254,706 |
|
|
1,093,714 |
|
|
718,716 |
|
Total operating expenses |
|
8,283,184 |
|
|
3,901,372 |
|
|
21,197,338 |
|
|
10,401,057 |
|
Net operating (loss) |
|
(1,015,021 |
) |
|
(719,313 |
) |
|
(4,200,901 |
) |
|
(715,981 |
) |
Interest expense |
|
(641,466 |
) |
|
(196,788 |
) |
|
(1,373,998 |
) |
|
(432,005 |
) |
Foreign currency exchange gain (loss) |
|
(80 |
) |
|
(62,971 |
) |
|
4,438 |
|
|
(66,904 |
) |
Other income |
|
1,185,110 |
|
|
1,252 |
|
|
2,000,671 |
|
|
1,300 |
|
Provision for impairment |
|
- |
|
|
- |
|
|
- |
|
|
(5,527,913 |
) |
Change in fair value of earnout consideration |
|
- |
|
|
- |
|
|
1,165,697 |
|
|
(2,451,600 |
) |
Change in fair value of contingent consideration |
|
3,542,325 |
|
|
(8,053,337 |
) |
|
3,269,230 |
|
|
(2,659,329 |
) |
Transaction costs |
|
(72,839 |
) |
|
(838,957 |
) |
|
(607,151 |
) |
|
(2,407,366 |
) |
Net income (loss) before taxes |
|
2,998,029 |
|
|
(9,870,114 |
) |
|
257,986 |
|
|
(14,259,798 |
) |
Provision for income taxes |
|
(9,561 |
) |
|
69,033 |
|
|
(48,105 |
) |
|
214,750 |
|
Net income (loss) |
$ |
2,988,468 |
|
$ |
(9,801,081 |
) |
$ |
209,881 |
|
$ |
(14,045,048 |
) |
Other comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation gain |
|
324,132 |
|
|
400,253 |
|
|
386,682 |
|
|
1,068,257 |
|
Comprehensive income (loss) |
$ |
3,312,600 |
|
$ |
(9,400,828 |
) |
$ |
596,563 |
|
$ |
(12,976,791 |
) |
Net loss per share |
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
0.04 |
|
|
(0.18 |
) |
|
0.00 |
|
|
(0.27 |
) |
Diluted |
|
0.03 |
|
|
(0.18 |
) |
|
0.00 |
|
|
(0.27 |
) |
Weighted average number shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
77,978,130 |
|
|
54,719,867 |
|
|
71,504,018 |
|
|
52,981,400 |
|
Diluted |
|
88,483,489 |
|
|
54,719,867 |
|
|
82,003,843 |
|
|
52,981,400 |
|
SALONA GLOBAL MEDICAL DEVICE CORPORATION
Unaudited Interim Condensed Consolidated Balance Sheets
|
|
September 30, |
|
|
December 31, |
|
|
|
2023 |
|
|
2022 |
|
|
|
|
|
|
|
|
Assets |
|
|
|
|
|
|
Cash and cash equivalents |
$ |
1,052,647 |
|
$ |
1,928,464 |
|
Accounts receivable, net |
|
9,986,167 |
|
|
6,353,275 |
|
Inventories, net |
|
12,132,422 |
|
|
8,102,626 |
|
Prepaid expenses and other receivables |
|
2,203,034 |
|
|
216,489 |
|
Total current assets |
|
25,374,270 |
|
|
16,600,854 |
|
Security deposit |
|
608,459 |
|
|
566,198 |
|
Long-term accounts receivable |
|
- |
|
|
189,616 |
|
Long-term prepaid expenses and other receivables |
|
241,024 |
|
|
441,025 |
|
Property and equipment, net |
|
3,843,493 |
|
|
3,399,898 |
|
Operating lease right-of-use assets, net |
|
11,489,568 |
|
|
7,781,300 |
|
Intangible assets, net |
|
10,191,624 |
|
|
9,376,162 |
|
Goodwill |
|
16,143,398 |
|
|
13,695,194 |
|
Total assets |
$ |
67,891,836 |
|
$ |
52,050,247 |
|
|
|
|
|
|
|
|
Liabilities and stockholders' equity |
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
Line of credit |
$ |
7,682,971 |
|
$ |
5,162,711 |
|
Accounts payable and accrued liabilities |
|
9,918,137 |
|
|
6,641,181 |
|
Current portion of debt |
|
9,463,750 |
|
|
195,489 |
|
Current portion of operating lease liability |
|
1,514,813 |
|
|
847,253 |
|
Other liabilities |
|
2,152,083 |
|
|
1,807,702 |
|
Obligation for payment of earn-out consideration |
|
9,278,389 |
|
|
15,506,531 |
|
Total current liabilities |
|
40,010,143 |
|
|
30,160,867 |
|
Debt, net of current portion |
|
764,235 |
|
|
574,515 |
|
Operating lease liability, net of current portion |
|
7,722,597 |
|
|
5,983,333 |
|
Total liabilities |
$ |
48,496,975 |
|
$ |
36,718,715 |
|
|
|
|
|
|
|
|
Stockholders' equity |
|
|
|
|
|
|
Common stock; no par value, unlimited shares authorized; 56,791,592 shares issued and outstanding as of September 30, 2023 (December 31, 2022: 53,707,780) |
|
39,680,472 |
|
|
38,767,442 |
|
Class A shares; no par value, unlimited shares authorized; 21,378,799 shares issued and outstanding as of September 30, 2023 (December 31, 2022: 3,403,925) |
|
12,542,088 |
|
|
1,800,064 |
|
Class A Shares to be issued: 6,261,340 Class A shares to be issued as of September 30, 2023 (December 31, 2022: 19,019,000) |
|
4,696,005 |
|
|
14,264,250 |
|
Additional paid-in-capital |
|
9,452,567 |
|
|
8,072,610 |
|
Accumulated other comprehensive income |
|
2,075,134 |
|
|
1,688,452 |
|
Deficit |
|
(49,051,405 |
) |
|
(49,261,286 |
) |
Total stockholders' equity |
|
19,394,861 |
|
|
15,331,532 |
|
Total liabilities and stockholders' equity |
$ |
67,891,836 |
|
$ |
52,050,247 |
|
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Evome Medical Technologies (PK) (USOTC:LNDZF)
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