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): May 14, 2019
Tilray, Inc.
(Exact name of Registrant as Specified in Its Charter)
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Delaware |
001-38594 |
82-4310622 |
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(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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1100 Maughan Rd., Nanaimo, BC, Canada |
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V9X 1J2 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s Telephone Number, Including Area Code: (844) 845-7291
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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 (see General Instructions A.2. below):
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☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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. ☐
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Class 2 Common Stock, $0.0001 par value per share |
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TLRY |
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The Nasdaq Global Select Market |
Item 2.02 Results of Operations and Financial Condition.
On May 14, 2019, Tilray, Inc. (“Tilray”) issued a press release announcing financial results for its first quarter ended March 31, 2019. A copy of the press release is furnished herewith as Exhibit 99.1.
The information in this current report on Form 8-K, including the press release attached as Exhibit 99.1 hereto, is being furnished, but shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained herein and in the accompanying exhibit shall not be incorporated by reference into any filing with the U.S. Securities and Exchange Commission made by Tilray, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit Number |
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Description |
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99.1 |
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1
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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Company Name |
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Date: May 14, 2019 |
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By: |
/s/ Brendan Kennedy |
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Brendan Kennedy |
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President and Chief Executive Officer |
2
Exhibit 99.1
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PRESS RELEASE |
May 14, 2019 |
Tilray, Inc. Reports First Quarter 2019 Financial Results
Revenue Rises 195.1% to $23.0 (C$31.0) Million in the First Quarter; Company closes two acquisitions: Manitoba Harvest and Natura Naturals
NANAIMO, BRITISH COLUMBIA –Tilray, Inc., (“Tilray” or the “Company”) (Nasdaq: TLRY) a global leader in cannabis research, cultivation, production and distribution, today reported financial results for the first quarter ended March 31, 2019. All financial information in this press release is reported in U.S. dollars, unless otherwise indicated.
“We are pleased with our first quarter results and the ongoing, substantial progress our team has made to position Tilray as a global leader in the cannabis industry,” said Brendan Kennedy, Tilray President and CEO. “We have made significant progress integrating our recent acquisitions of Manitoba Harvest and Natura Naturals, accelerating our entry into the United States hemp and CBD markets, and increasing our production and manufacturing capacity in North America and Europe. As we expand our operations around the world, we remain focused on making disciplined investments to maximize the multiple paths to value creation we are aggressively pursuing for our visionary investors.”
First Quarter 2019 Financial Highlights
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• |
Revenue increased 195.1% to $23.0 (C$31.0) million, compared to the first quarter of last year, driven by the legalization of Canadian adult-use in 2018, the addition of hemp food sales from the Manitoba Harvest acquisition during the quarter, and strong growth in international medical markets. Excluding excise tax, revenue was $21.5 million. |
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Three months ended March 31, |
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Three months ended March 31, |
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Cannabis revenue mix |
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2019 |
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2018 |
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$ Change |
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% Change |
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||||
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Adult-use |
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$ |
7,881 |
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$ |
— |
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$ |
7,881 |
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N/A |
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ACMPR (direct to patient & bulk) |
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7,763 |
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7,378 |
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385 |
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5 |
% |
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Food products |
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5,582 |
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— |
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5,582 |
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N/A |
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International – medical |
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1,812 |
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430 |
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1,382 |
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321 |
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Total |
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$ |
23,038 |
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$ |
7,808 |
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$ |
15,230 |
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195 |
% |
Tilray | Nanaimo, BC | www.tilray.com
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PRESS RELEASE |
May 14, 2019 |
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• |
Total kilogram equivalents sold increased over two-fold to 3,012 kilograms from 1,299 kilograms in the prior year period. |
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• |
Average net selling price per gram decreased to $5.60 (C$7.54) compared to $5.94 (C$8.00) in the prior year period. The average net selling price excluding excise taxes was $5.28 (C$7.02) per gram for the first quarter of 2019. |
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• |
Gross margin increased sequentially to 23% from 20% in the prior quarter. Gross margin in the first quarter of 2018 was 50%. Gross margin continues to be impacted by increased costs incurred with the ramping up of cultivation facilities in Canada and Portugal and acquiring third party supply. Additionally, food product margins were impacted by an approximately $0.7 million non-cash charge related to purchase accounting for the fair value of inventory. The remaining non-cash charge of approximately $1.4 million will be incurred in the second quarter of 2019. |
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Net loss for the quarter was $30.3 million or $0.32 per share compared to a loss of $5.2 million or $0.07 per share for the prior year period. The non-GAAP adjusted Net loss for the quarter was $25.2 million or $0.27 per share for the first quarter of 2019. The adjustments to the net loss are non-recurring acquisition related charges. Adjusted EBITDA was a loss of $14.6 million compared to a loss of $3.2 million the prior year period. The increased net loss and Adjusted EBITDA declines were primarily due to the increase in operating expenses related to growth initiatives, the addition of Manitoba Harvest, and the expansion of international teams. |
Business Highlights
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Acquired Manitoba Harvest, a hemp and natural foods producer in Winnipeg, Manitoba, for up to $310 (C$410) million, subject to certain revenue milestones. Manitoba Harvest distributes its products to over 16,000 retail locations in the United States and Canada. |
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Acquired Natura Naturals Holdings, a licensed cannabis cultivation facility in Leamington, Ontario, for up to $54 (C$71) million, subject to certain cultivation milestones. |
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• |
Completed a long-term revenue sharing agreement with Authentic Brands Group (ABG) to leverage their portfolio of brands and develop, market and distribute consumer cannabis products across the world. The partnership will initially focus on CBD products in the U.S. and THC/CBD products in Canada and expand globally as regulations permit. |
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Completed a successful harvest of medical cannabis and hosted inauguration1 at the Company’s European Union (“EU”) campus in Cantanhede, Portugal. The Company expects multiple harvests from this facility in the coming months. |
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1 |
Announced April 24, 2019 |
Tilray | Nanaimo, BC | www.tilray.com
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PRESS RELEASE |
May 14, 2019 |
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• |
Announced an investment of $32.6 million to increase our Canadian production and manufacturing footprint by 203,000 square feet across three facilities in Nanaimo, British Columbia, Leamington, Ontario, and London, Ontario3. The investment will expand Tilray’s total production and manufacturing footprint from 1.1 million to 1.3 million square feet worldwide. |
Conference Call
The Company will host a conference call to discuss these results today at 5:00 p.m. ET. Investors interested in participating in the live call can dial 877-489-6528 from the U.S. and 629-228-0736 internationally. A telephone replay will be available approximately two hours after the call concludes through Tuesday, May 28, 2019, by dialing 855-859-2056 from the U.S., or 404-537-3406 from international locations, and entering confirmation code 9896647.
There will also be a simultaneous, live webcast available on the Investors section of the Company’s website at www.tilray.com. The webcast will be archived for 30 days.
About Tilray®
Tilray is a global pioneer in the research, cultivation, production and distribution of cannabis and cannabinoids currently serving tens of thousands of patients and consumers in twelve countries spanning five continents.
Forward Looking Statements
This press release contains “forward-looking statements”, which may be identified by the use of words such as, “may”, “would”, “could”, “will”, “likely”, “expect”, “anticipate”, “believe, “intend”, “plan”, “forecast”, “project”, “estimate”, “outlook” and other similar expressions. including statements regarding our growth potential, the sustainability of growth, demand for our products and the medical and adult-use cannabis markets and anticipated plans for strategic partnerships. Forward-looking statements are not a guarantee of future performance and are based upon a number of estimates and assumptions of management in light of management’s experience and perception of trends, current conditions and expected
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2 |
Announced April 1, 2019 |
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3 |
Announced May 8, 2019 |
Tilray | Nanaimo, BC | www.tilray.com
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PRESS RELEASE |
May 14, 2019 |
developments, as well as other factors that management believes to be relevant and reasonable in the circumstances, including assumptions in respect of current and future market conditions. Actual results, performance or achievement could differ materially from that expressed in, or implied by, any forward-looking statements in this press release, and, accordingly, you should not place undue reliance on any such forward-looking statements and they are not guarantees of future results. Forward-looking statements involve significant risks, assumptions, uncertainties and other factors that may cause actual future results or anticipated events to differ materially from those expressed or implied in any forward-looking statements. Please see the heading “Risk Factors” in Tilray’s Annual Report on Form 10-K, which was filed with the Securities and Exchange Commission on March 25, 2019, for a discussion of the material risk factors that could cause actual results to differ materially from the forward-looking information. Tilray does not undertake to update any forward-looking statements that are included herein, except in accordance with applicable securities laws.
Use of Non-U.S. GAAP Financial Measures
To supplement its financial statements, the Company provides investors with information related to Adjusted EBITDA, which is not a financial measure calculated in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). Adjusted EBITDA is calculated as net income (loss) before interest expense, net; other income, net; deferred income tax recovery, income tax expense; foreign exchange (gain) loss; depreciation and amortization; and stock-based compensation expense. A reconciliation of Adjusted EBITDA to net loss, the most directly comparable GAAP measure, has been provided in the financial statement tables included below in this press release. The Company believes Adjusted EBITDA provides useful information to management and investors regarding certain financial and business trends relating to the Company’s financial condition and results of operations. Management uses Adjusted EBITDA to compare the Company's performance to that of prior periods for trend analyses and planning purposes. Adjusted EBITDA is also presented to the Company’s Board of Directors.
Non-U.S. GAAP measures should not be considered a substitute for, or superior to, financial measures calculated in accordance with U.S. GAAP. Non-U.S. GAAP measures exclude significant expenses that are required by U.S. GAAP to be recorded in the Company's financial statements and are subject to inherent limitations.
For further information:
Media: Chrissy Roebuck, +1-833-206-8161, news@tilray.com
Investors: Katie Turner, +1-646-277-1228, katie.turner@icrinc.com
Tilray | Nanaimo, BC | www.tilray.com
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PRESS RELEASE |
May 14, 2019 |
TILRAY, INC.Condensed Consolidated Statements of Net Loss and Comprehensive Loss
(in thousands of U.S. dollars, except for share and per share data, unaudited)
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Three months ended March 31, |
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2019 |
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2018 |
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Revenue |
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$ |
23,038 |
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$ |
7,808 |
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Cost of sales |
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17,653 |
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3,912 |
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Gross margin |
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5,385 |
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3,896 |
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General and administrative expenses |
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12,797 |
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4,145 |
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Sales and marketing expenses |
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7,821 |
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2,263 |
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Depreciation and amortization expense |
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1,863 |
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222 |
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Stock-based compensation expense |
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5,306 |
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31 |
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Research and development expenses |
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1,048 |
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975 |
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Acquisition and integration expenses |
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4,424 |
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— |
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Operating loss |
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(27,874 |
) |
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(3,740 |
) |
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Foreign exchange loss, net |
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179 |
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1,146 |
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Interest expense, net |
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8,745 |
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416 |
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Finance income from ABG Profit Participation Arrangement |
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(135 |
) |
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— |
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Other income, net |
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(2,345 |
) |
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(121 |
) |
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Loss before income taxes |
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(34,318 |
) |
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(5,181 |
) |
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Deferred income tax recovery |
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(3,777 |
) |
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— |
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Current income tax recovery |
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(240 |
) |
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— |
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Net loss |
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$ |
(30,301 |
) |
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$ |
(5,181 |
) |
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Net loss per share - basic and diluted |
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(0.32 |
) |
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(0.07 |
) |
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Weighted average shares used in computation of net loss per share - basic and diluted |
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94,875,351 |
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75,000,000 |
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Net loss |
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$ |
(30,301 |
) |
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$ |
(5,181 |
) |
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Foreign currency translation loss |
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(475 |
) |
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(1 |
) |
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Unrealized gain on cash equivalents and investments |
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1,408 |
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— |
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Other comprehensive income |
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933 |
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(1 |
) |
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Comprehensive loss |
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$ |
(29,368 |
) |
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$ |
(5,182 |
) |
Tilray | Nanaimo, BC | www.tilray.com
|
PRESS RELEASE |
May 14, 2019 |
Condensed Consolidated Balance Sheets
(in thousands of U.S. dollars, except for share and par value data, unaudited)
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March 31, 2019 |
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December 31, 2018 |
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Assets |
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Current assets |
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Cash and cash equivalents |
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$ |
294,205 |
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$ |
487,255 |
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Short-term investments |
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31,229 |
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30,335 |
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Accounts receivable, net of allowance for doubtful accounts of $972 and $292, respectively |
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19,708 |
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16,525 |
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Other receivables |
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378 |
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969 |
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Inventory |
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48,712 |
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16,211 |
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Prepaid expenses and other current assets |
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5,357 |
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3,007 |
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Total current assets |
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399,589 |
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554,302 |
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Property and equipment, net |
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128,963 |
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80,214 |
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Intangible assets, net |
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364,060 |
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4,486 |
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Goodwill |
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156,364 |
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— |
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Investments |
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19,650 |
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16,911 |
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Deposits and other assets |
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7,970 |
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|
754 |
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Total assets |
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$ |
1,076,596 |
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$ |
656,667 |
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Liabilities |
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Current liabilities |
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Accounts payable |
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$ |
17,179 |
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$ |
10,649 |
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Accrued expenses and other current liabilities |
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152,819 |
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14,818 |
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Accrued obligations under capital lease |
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366 |
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|
470 |
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Total current liabilities |
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170,364 |
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25,937 |
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Accrued obligations under capital lease |
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|
8,661 |
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8,286 |
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Deferred tax liability |
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92,220 |
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|
4,424 |
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Convertible Notes, net of issuance cost |
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422,868 |
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420,367 |
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Other liabilities |
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|
563 |
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— |
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Total liabilities |
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$ |
694,676 |
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$ |
459,014 |
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Stockholders’ equity |
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Class 1 common stock ($0.0001 par value, 250,000,000 shares authorized; 16,666,667 shares issued and outstanding) |
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2 |
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2 |
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Class 2 common stock ($0.0001 par value; 500,000,000 shares authorized; 80,131,560 and 76,504,200 shares issued and outstanding, respectively) |
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8 |
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8 |
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Additional paid-in capital |
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515,692 |
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302,057 |
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Accumulated other comprehensive income |
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4,696 |
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3,763 |
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Accumulated deficit |
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(138,478 |
) |
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(108,177 |
) |
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Total stockholders’ equity |
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381,920 |
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|
197,653 |
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Total liabilities and stockholders’ equity |
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$ |
1,076,596 |
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$ |
656,667 |
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Tilray | Nanaimo, BC | www.tilray.com
|
PRESS RELEASE |
May 14, 2019 |
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Three months ended March 31, |
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2019 |
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2018 |
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Adjusted EBITDA reconciliation: |
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Net loss |
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$ |
(30,301 |
) |
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$ |
(5,181 |
) |
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Depreciation and amortization expense |
|
|
2,770 |
|
|
|
479 |
|
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Stock-based compensation expense |
|
|
5,306 |
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|
|
31 |
|
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Acquisition and integration expenses |
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|
4,424 |
|
|
|
— |
|
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Foreign exchange loss, net |
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|
179 |
|
|
|
1,146 |
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Interest expense, net |
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|
8,745 |
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|
|
416 |
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Other income, net |
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|
(2,345 |
) |
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|
(121 |
) |
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Amortization of inventory step-up |
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|
681 |
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|
|
— |
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Deferred income tax recovery |
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|
(3,777 |
) |
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|
— |
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Current income tax recovery |
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|
(240 |
) |
|
|
— |
|
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Adjusted EBITDA |
|
$ |
(14,558 |
) |
|
$ |
(3,230 |
) |
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Three months ended March 31, |
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|||||
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2019 |
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2018 |
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||
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Adjusted net loss reconciliation: |
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|
|
|
|
|
|
|
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Net loss |
|
$ |
(30,301 |
) |
|
$ |
(5,181 |
) |
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Acquisition and integration expenses |
|
|
4,424 |
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|
|
— |
|
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Amortization of inventory step-up |
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|
681 |
|
|
|
— |
|
|
Adjusted net loss |
|
$ |
(25,196 |
) |
|
$ |
(5,181 |
) |
|
Adjusted net loss per share - basic and diluted |
|
|
(0.27 |
) |
|
|
(0.07 |
) |
|
Weighted average shares used in computation of adjusted net loss per share - basic and diluted |
|
|
94,875,351 |
|
|
|
75,000,000 |
|
Tilray | Nanaimo, BC | www.tilray.com