Freshlocal Announces its Fourth Quarter and Full-Year Fiscal 2021 Results and Appoints New Chief Executive Officer

VANCOUVER, BC, Dec. 15, 2021 /CNW/ - Freshlocal Solutions Inc. (TSX: LOCL) (OTC: FLOCF) ("Freshlocal" or the "Company") today announced financial results for the fourth quarter and fiscal year ended October 2, 2021. The Company's Board of Directors (the "Board") is also pleased to announce the appointment of Mr. Simon Cairns, the current President of Food-X Technologies Inc., as the new Chief Executive Officer of Freshlocal, effective as of December 14, 2021, replacing Peter van Stolk. Mr. van Stolk will remain on the Company's Board.

Freshlocal's Board Chair, D. Neil McDonnell, stated, "On behalf of the Board and the Company, we are excited that Simon has agreed to lead Freshlocal through its development as a valued solutions provider in the global grocery market. Simon's success in leading organizations that provide innovative eCommerce solutions to some of the world's largest retailers will immediately benefit the Company and its shareholders. The Board would like to thank Peter for his many contributions to Freshlocal."

"Freshlocal has a healthy underlying core business in eGrocery and is transitioning to being a leading eGrocery Management System (eGMS) provider. I'm excited to be taking on this new role with Freshlocal at such a pivotal point in our development as a business," expressed Simon Cairns, Chief Executive Officer of Freshlocal. "In our current fiscal year, our focus will be on increasing cash flow through our core eGrocery operations by increasing capacity, optimizing operations, and enhancing our customer experience. The Company will also continue to advance its eGMS efforts."

Full-Year and Q4 Fiscal 2021 Financial Highlights

• Revenues for Fiscal 2021 of $132.8 million, a year-over-year increase of $25.2 million, or 23.4%. Q4 FY2021 revenues of $28.8 million decreased by $2.8 million, or (8.9)% compared to the quarter ended October 3, 2020.
• Gross profit¹ for Fiscal 2021 of $49.5 million, a year-over-year increase of $11.0 million, or 28.6%. Q4 FY2021 gross profit¹ of $10.4 million decreased by $0.6 million, or (5.5)% compared to the quarter ended October 3, 2020.
• Consolidated gross profit¹ margin of 37.3% for the year ended October 2, 2021, a year-over-year increase of 1.5%. Q4 gross profit margin¹ increased by 1.3% compared to the quarter ended October 3, 2020.

Key Financial Information

All amounts in CAD $ millions except Active customers, AOS, and Same-store sales	Three months ended						Year ended
	October 2,		October 3,				October 2,		October 3,
	2021		2020		Change		2021		2020		Change
Consolidated
Revenues	28.8		31.6		(8.9)	%	132.8		107.6		23.4	%
Gross profit^1	10.4		11.0		(5.5)	%	49.5		38.5		28.6	%
Net loss	(15.9)		(13.8)				(39.2)		(30.7)
Per share	(0.36)		(0.39)				(0.99)		(0.86)
Adjusted operating loss^1	(7.6)		(3.3)				(17.4)		(10.7)
Cash flow (used in) provided by operations	(1.6)		0.2				(14.3)		(6.8)
eGrocery Business Segment
Revenues	20.4		24.4		(16.4)	%	101.9		78.0		30.6	%
Active customers^1	26,534		27,122		(2.2)	%
Average Order Size ("AOS")^1	123		115		7.0	%	123		115		7.0	%
Blush Lane Business Segment
Revenues	8.8		10.1		(12.9)	%	37.3		37.5		(0.5)	%
Same Store Sales^1	(13)	%	32	%			(1)	%	19	%

1.	Please refer to "Metrics and Reconciliation of Non-IFRS Financial Measures" at the end of this press release for further details.

The financial information above relating to the three months and years ended October 2, 2021, and October 3, 2020, of Freshlocal should be read in conjunction with its audited consolidated financial statements for the years ended October 2, 2021, and October 3, 2020, and its management's discussion and analysis ("MD&A") for the years ended October 2, 2021, and October 3, 2020, respectively. Copies of these documents can be found on Freshlocal's SEDAR profile at www.sedar.com.

Business and Financial Highlights

Q4 FY 2021 and the Period Subsequent to Quarter-End

• Private Placement – On December 2, 2021, the Company completed the first tranche of its $13.9 million brokered private placement of convertible debenture units (the "Convertible Debenture Units"), through which it issued 12,415 Convertible Debenture Units at a price of $1,000 per Convertible Debenture Unit for aggregate gross proceeds of $12.415 million to the Company. The second tranche of the private placement is expected to be completed on or before December 31, 2021, for an additional $1.5 million. The private placement was led by Desjardins Securities Inc., and Cormark Securities Inc. as co-agent. Each Convertible Debenture Unit is comprised of (i) one 8% subordinated unsecured convertible debenture of the Company in a principal amount of $1,000 (collectively, the "Convertible Debentures"), which are convertible into common shares of the Company (each a "Common Share") at a conversion price of $1.90 per Common Share, subject to adjustment in certain events and maturing on December 31, 2024 (the "Maturity Date"); and (ii) 263 common share purchase warrants of the Company, each of which entitles the holder to purchase one Common Share at a price of $1.25 per share until the Maturity Date. Please see the Company's news release dated December 2, 2021 for more information.
• Forbearance Agreement – In connection with the breach of certain financing covenants under the Company's debt facility with Silicon Valley Bank ("SVB"), on December 2, 2021, the Company entered into a forbearance agreement with SVB (the "Forbearance Agreement") under which SVB granted the Company certain relief provisions through January 15, 2022. These relief provisions are subject to, among other things, the completion of certain financing milestones and repayment terms. Please see the "Subsequent Events - SVB Forbearance Agreement" section in the Company's MD&A for more information. 
• Continued Expansion of its Product Line-up – The Company continues to focus on expanding its product offering, utilizing the additional space available at its Trapp fulfillment facility. The Company has increased its selection of produce, grocery and liquor from 10,600 products at the end of the Q2 FY2021 to a current offering of over 12,000 unique products.
• Consolidation of our Greater Vancouver Fulfillment Centres – In July 2021, the Company completed the strategic merger of its two Greater Vancouver fulfillment centres, which allows SPUD.ca's BC customers to access its full 12,000 SKU product assortment. This facility consolidation will also generate positive operational efficiencies by reducing facility overhead expenses, a reduction in on-hand inventory and routing optimization.
• Service Region Expansion – Building on the Company's expansion of its eGrocery services into additional regions in Central and Southern Alberta and the Thomson Okanagan area, the Company also announced plans for expansion into the Northern portion of Vancouver Island and offering its full SKU assortment to all Vancouver Island customers within the first quarter of calendar 2022.

Full-Year 2021 Highlights

• Freshlocal Common Shares Commenced Trading on the TSX – On April 16, 2021, Freshlocal announced the completion of its qualifying transaction which consisted of a reverse take-over of the Company. Following completion of the transaction, Freshlocal's Common Shares commenced trading on the Toronto Stock Exchange on April 21, 2021, under the symbol "LOCL".
• Carrefour Equity Participation Right and Execution of New SaaS Agreement in Europe – In April 2021, the Company and Freshlocal entered into an Amended Equity Participation Right Agreement (the "Equity Participation Agreement") with Carrefour S.A., pursuant to which Carrefour S.A. was granted the right to purchase up to 9.9% of the Company's Common Shares on an undiluted basis, calculated on a post-issuance basis, issued and outstanding at the time of exercise of such right (the "EPR"), upon payment of a price per share equal to a 15% discount from the market price at the time the EPR will be exercised. The EPR was subject to the completion of a Qualifying Transaction and the execution of a new SaaS agreement with Carrefour S.A. or one of its affiliates in the European territory as contemplated in the Equity Participation Agreement (the "Contemplated SaaS Agreement"). Following the completion of the Qualifying Transaction and the execution of the Contemplated SaaS Agreement, the conditions governing the EPR have been met and the rights as described in the Equity Participation Agreement may be exercised by Carrefour S.A., in whole or in part, at any time and from time to time prior to November 7, 2022.
• Successful Implementation of the FoodX Grocery E-commerce Solution in Belgium – On May 4, 2021, Freshlocal announced that its wholly-owned subsidiary, Food-X Technologies Inc. ("FoodX"), a leading end-to-end software solution for profitable online grocery fulfillment, reached an important milestone in its strategic partnership with Carrefour Group, a longstanding global leader in the grocery industry, with the commencement of operations of Carrefour Group's new e-commerce fulfillment centre in Belgium. This new facility has at its core the FoodX software-as-a-service (SaaS)-based eGrocery Management Solution (eGMS) to improve the productivity and profitability of operations, and the customer experience.

Earnings Conference Call

The Company will hold a conference call with Company leadership today at 10:30 a.m. ET to discuss its results. Slides to accompany management's prepared remarks will be available to view via the webcast.

Details of the Earnings Conference Call:

When:	Wednesday, December 15, 2021 at 10:30 am ET
Registration:	Please use the following link:
	https://event.on24.com/wcc/r/3404419/64598E18977C51E97DA4A278952A0A37
Webcast:	The webcast and presentation slides can be accessed at Freshlocal's website:
	https://ir.freshlocalsolutions.com/events-and-presentations
Replay:	A webcast replay will be available until January 14, 2022, at Freshlocal's website:
	https://ir.freshlocalsolutions.com/events-and-presentations

About Freshlocal Solutions Inc.

Freshlocal Solutions is a Vancouver-based company that is building a leadership position in the provision of end-to-end grocery e-commerce solutions. The Company operates two primary businesses, FoodX and eGrocery, both of which support its corporate mission to innovate food systems for people, planet and prosperity. Food-X Technologies ("FoodX") is Freshlocal Solutions' scalable end-to-end SaaS-based eGrocery Management Solution (eGMS) which is designed to meet the needs of large and small grocery retailers while providing profitable unit economics. The FoodX eGMS is the culmination of over 20 years of experience in online grocery and the Company's proven track record of delivering efficiently, sustainably and profitably. The Company's consumer eGrocery business has expanded into one of Canada's largest online grocery companies, with a focus on delivering fresh, local, organic produce and groceries, along with exceptional customer experiences. Freshlocal Solutions serves the main urban markets in Alberta and British Columbia through its brick and mortar store locations operating under the Blush Lane and Be Fresh banners, as well as through SPUD.ca which is the Company's award-winning online eGrocery platform. Freshlocal's common shares are listed on the Toronto Stock Exchange under the symbol "LOCL". Please visit www.freshlocalsolutions.com.

Notice on Forward Looking Information

Certain statements and information herein, including all statements that are not historical facts, contain forward-looking statements and forward-looking information within the meaning of applicable securities laws. Such forward-looking statements or information include but are not limited to statements or information with respect to the strategic partnership between the Company and Carrefour Group or the exercise of the EPR by Carrefour S.A., the closing and timing of the second tranche of the private placement described herein, and the achievement of certain financing milestones and repayments under the Forbearance Agreement. Often, but not always, forward-looking statements or information can be identified by the use of words such as "estimate", "project", "belief", "anticipate", "intend", "expect", "plan", "predict", "may" or "should" and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information.

With respect to forward-looking statements and information contained herein, the Company has made numerous assumptions, including, among other things, assumptions about general business and economic conditions of the Company and the market in which it operates. The foregoing list of assumptions is not exhaustive.

Although management of the Company believes that the assumptions made and the expectations represented by such statements or information are reasonable, there can be no assurance that forward-looking statements or information herein will prove to be accurate. Forward-looking statements and information by their nature are based on assumptions and involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements or information. These factors include, but are not limited to: risks associated with the business of the Company; business and economic conditions in the eGrocery industry generally; the supply and demand for labour and other project inputs; changes in commodity prices; changes in interest and currency exchange rates; risks relating to unanticipated operational difficulties (including failure of technology or processes to operate in accordance with specifications or expectations, cost escalation, unavailability of materials and equipment, government action or delays in the receipt of government approvals, industrial disturbances or other job action, and unanticipated events related to health, safety and environmental matters); changes in general economic conditions or conditions in the financial markets; changes in laws; risks related to the direct and indirect impact of COVID-19 including, but not limited to, its impact on general economic conditions; the ability to obtain financing as required; and other risk factors as detailed from time to time. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

Metrics and Reconciliation of Non-IFRS Financial Measures

Freshlocal uses metrics and non-IFRS financial measures for which a complete definition is presented below and for which a reconciliation to financial information in accordance with IFRS is presented later in this section. These measures are meant to supplement financial performance measures reported in accordance with IFRS and to provide further understanding of the Company's operating results from management's perspective. They do not substitute, are not superior to IFRS metrics and do not have any standardized meaning prescribed under IFRS. Therefore, they may not be comparable to similar measures as presented by other issuers.

Non-IFRS Metrics	Definition
eGrocery Average Order Size ("AOS")	The eGrocery Average Order Size ("AOS") is defined as total sales net of returns and credits, divided by the number of orders made for the period. The Company believes that AOS is a useful metric for readers because it is indicative of eGrocery adoption, consumers expanding their share of purchases made online and the strength of our online consumer business.
Active customers	Based on the number of individual customer accounts that have completed an order on our eCommerce platform in the past 90 days, measured as of the period end noted.
Same-store sales	Retail segment sales from the same location for stores in operation in that location in both periods.

Non-IFRS Financial Measures	Definition
Adjusted operating loss	Adjusted operating loss represents net income or loss before net finance expenses (income), transaction expenses, depreciation and amortization expense, stock-based compensation expense and other expenses (income). We believe that this is a more representative measure to monitor the Company's operational results.
Gross profit	Gross profit represents revenue net of returns and credits less cost of sales.

The financial information has been prepared in accordance with IFRS. However, financial measures used, namely adjusted operating gain (loss) and gross profit, for which a reconciliation is presented in the following table, do not have any standardized meaning under IFRS and could be calculated differently by other companies. Those measures may not be comparable to similar measures described by other companies, as IFRS does not have standard definitions for these measures. These measures should be considered a supplement to IFRS measures and further understanding Freshlocal's operating results. Users should use these non-IFRS measures in conjunction with the IFRS financial statements for each applicable period. 

This section presents a reconciliation of financial information in the consolidated financial statements of Freshlocal Solutions Inc. for the year ended October 2, 2021, to non-IFRS measures used in this press release.

The following tables summarize non-IFRS measures used in this press release for the three months and years ended October 2, 2021, and October 3, 2020.

Adjusted Operating Loss 

(In thousands of Canadian dollars)	Three months ended				Year ended
	October 2,		October 3,		October 2,		October 3,
	2021		2020		2021		2020
Net loss and comprehensive loss	(15,934)		(13,773)		(39,156)		(30,722)
Net finance expense	6,499		8,375		8,587		14,020
Depreciation and amortization expense	1,571		1,367		5,481		4,561
Stock-based compensation	262		713		1,057		1,457
Transaction expense	23		—		6,643		—
Other income	(46)		—		(56)		—
Adjusted operating loss	(7,625)		(3,318)		(17,444)		(10,684)

Gross Profit

(In thousands of Canadian dollars)	Three months ended				Year ended
	October 2,		October 3,		October 2,		October 3,
	2021		2020		2021		2020
Revenue	28,790		31,566		132,762		107,561
Cost of sales	(18,439)		(20,532)		(83,298)		(69,043)
Gross profit	10,351		11,034		49,464		38,518
Gross margin	36.0	%	35.0	%	37.3%		35.8	%

SOURCE Freshlocal Solutions Inc.

Investor Relations: Ian S. Tharp, CFA, [phone], [email protected]; Media Relations: [email protected]