UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark One)
☒
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the quarterly period ended September 30, 2019
OR
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the transition period from to
Commission File Number: 001-38594
Tilray, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware
|
|
82-4310622
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
1100 Maughan Road
Nanaimo, BC, Canada, V9X IJ2
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (844) 845-7291
Securities registered pursuant to Section 12(g) of the Act:
Title of each class
|
|
Trading
Symbol(s)
|
|
Name of each exchange on which registered
|
Class 2 Common Stock, $0.0001 par value per share
|
|
TLRY
|
|
The Nasdaq Global Select Market
|
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
|
☐
|
|
|
Accelerated filer
|
☐
|
Non-accelerated filer
|
☒
|
|
|
Smaller reporting company
|
☒
|
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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of November 13, 2019, the registrant had 16,666,667 shares of Class 1 Common Stock, $0.0001 par value per share, and 83,840,987 shares of Class 2 Common Stock, $0.0001 par value per share, outstanding.
Table of Contents
i
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements.
TILRAY, INC.
Condensed Consolidated Balance Sheets
(in thousands of U.S. dollars, except for share and par value data, unaudited)
|
|
|
|
|
|
|
|
|
|
|
September 30, 2019
|
|
|
December 31, 2018
|
|
Assets
|
|
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
100,159
|
|
|
$
|
487,255
|
|
Short-term investments
|
|
|
22,213
|
|
|
|
30,335
|
|
Accounts receivable, net of allowance for doubtful accounts of $612 and $292,
respectively
|
|
|
36,040
|
|
|
|
16,525
|
|
Other receivables
|
|
|
2,886
|
|
|
|
969
|
|
Inventory
|
|
|
110,487
|
|
|
|
16,211
|
|
Prepaid expenses and other current assets
|
|
|
58,895
|
|
|
|
3,007
|
|
Total current assets
|
|
|
330,680
|
|
|
|
554,302
|
|
Property and equipment, net
|
|
|
166,489
|
|
|
|
80,214
|
|
Intangible assets, net
|
|
|
329,928
|
|
|
|
4,486
|
|
Goodwill
|
|
|
163,041
|
|
|
|
—
|
|
Investments
|
|
|
42,318
|
|
|
|
16,911
|
|
Deposits and other assets
|
|
|
7,744
|
|
|
|
754
|
|
Total assets
|
|
$
|
1,040,200
|
|
|
$
|
656,667
|
|
Liabilities
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
|
58,688
|
|
|
|
10,649
|
|
Accrued expenses and other current liabilities
|
|
|
71,387
|
|
|
|
14,818
|
|
Accrued obligations under capital lease
|
|
|
127
|
|
|
|
470
|
|
Total current liabilities
|
|
|
130,202
|
|
|
|
25,937
|
|
Accrued obligations under capital lease
|
|
|
9,166
|
|
|
|
8,286
|
|
Deferred tax liability
|
|
|
57,100
|
|
|
|
4,424
|
|
Convertible Notes, net of issuance cost
|
|
|
427,983
|
|
|
|
420,367
|
|
Total liabilities
|
|
$
|
624,451
|
|
|
$
|
459,014
|
|
Stockholders’ equity
|
|
|
|
|
|
|
|
|
Class 1 common stock ($0.0001 par value, 250,000,000 shares authorized;
16,666,667 shares issued and outstanding)
|
|
|
2
|
|
|
|
2
|
|
Class 2 common stock ($0.0001 par value; 500,000,000 shares authorized;
83,605,076 and 76,504,200 shares issued and outstanding, respectively
|
|
|
8
|
|
|
|
8
|
|
Additional paid-in capital
|
|
|
623,254
|
|
|
|
302,057
|
|
Accumulated other comprehensive income
|
|
|
1,694
|
|
|
|
3,763
|
|
Accumulated deficit
|
|
|
(209,209
|
)
|
|
|
(108,177
|
)
|
Total stockholders’ equity
|
|
|
415,749
|
|
|
|
197,653
|
|
Total liabilities and stockholders’ equity
|
|
$
|
1,040,200
|
|
|
$
|
656,667
|
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
1
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)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended September 30,
|
|
|
Nine months ended September 30,
|
|
|
|
2019
|
|
|
2018
|
|
|
2019
|
|
|
2018
|
|
Revenue
|
|
$
|
51,101
|
|
|
$
|
10,047
|
|
|
$
|
120,043
|
|
|
$
|
27,599
|
|
Cost of sales
|
|
|
35,248
|
|
|
|
6,979
|
|
|
|
86,532
|
|
|
|
16,458
|
|
Gross profit
|
|
|
15,853
|
|
|
|
3,068
|
|
|
|
33,511
|
|
|
|
11,141
|
|
General and administrative expense
|
|
|
19,978
|
|
|
|
7,001
|
|
|
|
49,240
|
|
|
|
16,488
|
|
Sales and marketing expense
|
|
|
16,974
|
|
|
|
3,493
|
|
|
|
39,161
|
|
|
|
9,061
|
|
Depreciation and amortization expense
|
|
|
3,190
|
|
|
|
529
|
|
|
|
7,438
|
|
|
|
1,032
|
|
Stock-based compensation expense
|
|
|
8,315
|
|
|
|
11,245
|
|
|
|
21,206
|
|
|
|
16,877
|
|
Research and development expense
|
|
|
2,315
|
|
|
|
802
|
|
|
|
4,891
|
|
|
|
2,416
|
|
Loss from equity method investments
|
|
|
1,837
|
|
|
|
—
|
|
|
|
1,837
|
|
|
|
—
|
|
Acquisition-related (income) expense, net
|
|
|
(13,454
|
)
|
|
|
10
|
|
|
|
(6,598
|
)
|
|
|
10
|
|
Operating loss
|
|
|
(23,302
|
)
|
|
|
(20,012
|
)
|
|
|
(83,664
|
)
|
|
|
(34,743
|
)
|
Foreign exchange loss (gain), net
|
|
|
2,585
|
|
|
|
(1,591
|
)
|
|
|
1,153
|
|
|
|
913
|
|
Interest expense, net
|
|
|
8,687
|
|
|
|
480
|
|
|
|
26,018
|
|
|
|
1,393
|
|
Finance income from ABG Profit Participation Arrangement
|
|
|
(210
|
)
|
|
|
—
|
|
|
|
(557
|
)
|
|
|
—
|
|
Other income, net
|
|
|
(1,313
|
)
|
|
|
(225
|
)
|
|
|
(5,661
|
)
|
|
|
(422
|
)
|
Loss before income taxes
|
|
|
(33,051
|
)
|
|
|
(18,676
|
)
|
|
|
(104,617
|
)
|
|
|
(36,627
|
)
|
Deferred income tax expense (recovery)
|
|
|
2,432
|
|
|
|
—
|
|
|
|
(3,987
|
)
|
|
|
—
|
|
Current income tax expense
|
|
|
195
|
|
|
|
24
|
|
|
|
402
|
|
|
|
87
|
|
Net loss
|
|
$
|
(35,678
|
)
|
|
$
|
(18,700
|
)
|
|
$
|
(101,032
|
)
|
|
$
|
(36,714
|
)
|
Net loss per share - basic and diluted
|
|
|
(0.36
|
)
|
|
|
(0.20
|
)
|
|
|
(1.04
|
)
|
|
|
(0.39
|
)
|
Weighted average shares used in computation of net loss per
share - basic and diluted
|
|
|
98,130,507
|
|
|
|
93,144,042
|
|
|
|
96,742,626
|
|
|
|
93,144,042
|
|
Net loss
|
|
$
|
(35,678
|
)
|
|
$
|
(18,700
|
)
|
|
$
|
(101,032
|
)
|
|
$
|
(36,714
|
)
|
Foreign currency translation loss
|
|
|
(4,863
|
)
|
|
|
(451
|
)
|
|
|
(2,414
|
)
|
|
|
(538
|
)
|
Unrealized (loss) gain on cash equivalents and investments
|
|
|
(301
|
)
|
|
|
—
|
|
|
|
345
|
|
|
|
—
|
|
Other comprehensive loss
|
|
|
(5,164
|
)
|
|
|
(451
|
)
|
|
|
(2,069
|
)
|
|
|
(538
|
)
|
Comprehensive loss
|
|
$
|
(40,842
|
)
|
|
$
|
(19,151
|
)
|
|
$
|
(103,101
|
)
|
|
$
|
(37,252
|
)
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
2
TILRAY, INC.
Condensed Consolidated Statements of Stockholders’ Equity
(in thousands of U.S. dollars, except for share data, unaudited)
|
|
Common stock
|
|
|
Additional
|
|
|
Accumulated
other
|
|
|
|
|
|
|
Total
|
|
|
|
Number of
shares
|
|
|
Amount
|
|
|
paid-in
capital
|
|
|
comprehensive
income
|
|
|
Accumulated
deficit
|
|
|
equity
(deficit)
|
|
Balance as of December 31, 2018
|
|
|
93,170,867
|
|
|
$
|
10
|
|
|
$
|
302,057
|
|
|
$
|
3,763
|
|
|
$
|
(108,177
|
)
|
|
$
|
197,653
|
|
Shares issued for Natura acquisition
|
|
|
180,332
|
|
|
|
—
|
|
|
|
15,100
|
|
|
|
—
|
|
|
|
—
|
|
|
|
15,100
|
|
Shares issued for Manitoba Harvest acquisition
|
|
|
1,209,946
|
|
|
|
—
|
|
|
|
96,844
|
|
|
|
—
|
|
|
|
—
|
|
|
|
96,844
|
|
Shares issued for ABG Profit Participation Arrangement
|
|
|
1,680,214
|
|
|
|
—
|
|
|
|
125,097
|
|
|
|
—
|
|
|
|
—
|
|
|
|
125,097
|
|
Receivable for ABG Profit Participation Arrangement,
net of finance income
|
|
|
—
|
|
|
|
—
|
|
|
|
(30,292
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
(30,292
|
)
|
Shares issued under stock-based compensation plans
|
|
|
545,000
|
|
|
|
—
|
|
|
|
931
|
|
|
|
—
|
|
|
|
—
|
|
|
|
931
|
|
Shares issued for employee compensation
|
|
|
11,868
|
|
|
|
—
|
|
|
|
649
|
|
|
|
—
|
|
|
|
—
|
|
|
|
649
|
|
Stock-based compensation expense
|
|
|
—
|
|
|
|
—
|
|
|
|
5,306
|
|
|
|
—
|
|
|
|
—
|
|
|
|
5,306
|
|
Other comprehensive income
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
933
|
|
|
|
—
|
|
|
|
933
|
|
Net loss
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(30,301
|
)
|
|
|
(30,301
|
)
|
Balance as of March 31, 2019
|
|
|
96,798,227
|
|
|
|
10
|
|
|
|
515,692
|
|
|
|
4,696
|
|
|
|
(138,478
|
)
|
|
|
381,920
|
|
Shares issued under stock-based compensation plans
|
|
|
530,943
|
|
|
|
—
|
|
|
|
3,483
|
|
|
|
—
|
|
|
|
—
|
|
|
|
3,483
|
|
Shares issued for investment
|
|
|
28,361
|
|
|
|
—
|
|
|
|
70
|
|
|
|
—
|
|
|
|
—
|
|
|
|
70
|
|
Stock-based compensation expense
|
|
|
—
|
|
|
|
—
|
|
|
|
7,585
|
|
|
|
—
|
|
|
|
—
|
|
|
|
7,585
|
|
Other comprehensive income
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
2,162
|
|
|
|
—
|
|
|
|
2,162
|
|
Net loss
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(35,053
|
)
|
|
|
(35,053
|
)
|
Balance as of June 30, 2019
|
|
|
97,357,531
|
|
|
|
10
|
|
|
|
526,830
|
|
|
|
6,858
|
|
|
|
(173,531
|
)
|
|
|
360,167
|
|
Shares issued for common stock at-the-market, net of
issuance costs
|
|
|
1,344,166
|
|
|
|
—
|
|
|
|
37,445
|
|
|
|
—
|
|
|
|
—
|
|
|
|
37,445
|
|
Shares issued for Manitoba Harvest acquisition
|
|
|
899,306
|
|
|
|
—
|
|
|
|
31,866
|
|
|
|
—
|
|
|
|
—
|
|
|
|
31,866
|
|
Shares issued for investments and S&S acquisition
|
|
|
433,338
|
|
|
|
—
|
|
|
|
14,438
|
|
|
|
—
|
|
|
|
—
|
|
|
|
14,438
|
|
Finance income for receivable for ABG Profit Participation
Arrangement
|
|
|
—
|
|
|
|
—
|
|
|
|
1,393
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,393
|
|
Shares issued under stock-based compensation plans
|
|
|
237,402
|
|
|
|
—
|
|
|
|
2,967
|
|
|
|
—
|
|
|
|
—
|
|
|
|
2,967
|
|
Stock-based compensation expense
|
|
|
—
|
|
|
|
—
|
|
|
|
8,315
|
|
|
|
—
|
|
|
|
—
|
|
|
|
8,315
|
|
Other comprehensive loss
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(5,164
|
)
|
|
|
—
|
|
|
|
(5,164
|
)
|
Net loss
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(35,678
|
)
|
|
|
(35,678
|
)
|
Balance as of September 30, 2019
|
|
|
100,271,743
|
|
|
$
|
10
|
|
|
$
|
623,254
|
|
|
$
|
1,694
|
|
|
$
|
(209,209
|
)
|
|
$
|
415,749
|
|
3
TILRAY, INC.
Condensed Consolidated Statements of Stockholders’ Equity
(in thousands of U.S. dollars, except for share data, unaudited)
|
|
Convertible preferred
shares
|
|
|
Common stock
|
|
|
Additional
|
|
|
Accumulated
other
|
|
|
|
|
|
|
Total
|
|
|
|
Number of
shares
|
|
|
Amount
|
|
|
Number of
shares
|
|
|
Amount
|
|
|
paid-in
capital
|
|
|
comprehensive
income
|
|
|
Accumulated
deficit
|
|
|
equity
(deficit)
|
|
Balance as of December 31, 2017
|
|
|
—
|
|
|
$
|
—
|
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
31,736
|
|
|
$
|
3,866
|
|
|
$
|
(40,454
|
)
|
|
$
|
(4,852
|
)
|
Shares issued for convertible preferred
stock, net of issuance costs
|
|
|
7,794,042
|
|
|
|
1
|
|
|
|
—
|
|
|
|
—
|
|
|
|
52,639
|
|
|
|
—
|
|
|
|
—
|
|
|
|
52,640
|
|
Shares issued for common stock,
net of issuance costs
|
|
|
—
|
|
|
|
—
|
|
|
|
75,000,000
|
|
|
|
8
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
8
|
|
Stock-based compensation expense
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
31
|
|
|
|
—
|
|
|
|
—
|
|
|
|
31
|
|
Other comprehensive loss
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(1
|
)
|
|
|
—
|
|
|
|
(1
|
)
|
Net loss
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(5,181
|
)
|
|
|
(5,181
|
)
|
Balance as of March 31, 2018
|
|
|
7,794,042
|
|
|
|
1
|
|
|
|
75,000,000
|
|
|
|
8
|
|
|
|
84,406
|
|
|
|
3,865
|
|
|
|
(45,635
|
)
|
|
|
42,645
|
|
Stock-based compensation expense
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
5,601
|
|
|
|
—
|
|
|
|
—
|
|
|
|
5,601
|
|
Other comprehensive loss
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(86
|
)
|
|
|
—
|
|
|
|
(86
|
)
|
Net loss
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(12,833
|
)
|
|
|
(12,833
|
)
|
Balance as of June 30, 2018
|
|
|
7,794,042
|
|
|
|
1
|
|
|
|
75,000,000
|
|
|
|
8
|
|
|
|
90,007
|
|
|
|
3,779
|
|
|
|
(58,468
|
)
|
|
|
35,327
|
|
Conversion of preferred stock
|
|
|
(7,794,042
|
)
|
|
|
(1
|
)
|
|
|
7,794,042
|
|
|
|
1
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Shares issued for common stock,
net of issuance costs
|
|
|
—
|
|
|
|
—
|
|
|
|
10,350,000
|
|
|
|
1
|
|
|
|
160,692
|
|
|
|
—
|
|
|
|
—
|
|
|
|
160,693
|
|
Stock-based compensation expense
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
11,245
|
|
|
|
—
|
|
|
|
—
|
|
|
|
11,245
|
|
Other comprehensive loss
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(451
|
)
|
|
|
—
|
|
|
|
(451
|
)
|
Net loss
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(18,700
|
)
|
|
|
(18,700
|
)
|
Balance as of September 30, 2018
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
93,144,042
|
|
|
$
|
10
|
|
|
$
|
261,944
|
|
|
$
|
3,328
|
|
|
$
|
(77,168
|
)
|
|
$
|
188,114
|
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
TILRAY, INC.
Condensed Consolidated Statements of Cash Flows
(in thousands of U.S. dollars, unaudited)
|
|
Nine months ended September 30,
|
|
|
|
2019
|
|
|
2018
|
|
Operating activities
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(101,032
|
)
|
|
$
|
(36,714
|
)
|
Adjusted for the following items:
|
|
|
|
|
|
|
|
|
Depreciation and amortization expense
|
|
|
10,441
|
|
|
|
2,552
|
|
Stock-based compensation expense
|
|
|
21,206
|
|
|
|
16,877
|
|
Change in fair value of contingent consideration
|
|
|
(17,019
|
)
|
|
|
—
|
|
Loss from equity method investments
|
|
|
1,837
|
|
|
|
—
|
|
Deferred taxes
|
|
|
(3,987
|
)
|
|
|
—
|
|
Amortization of discount on Convertible Notes
|
|
|
7,616
|
|
|
|
—
|
|
Other operating activities
|
|
|
1,755
|
|
|
|
1,618
|
|
Changes in non-cash working capital:
|
|
|
|
|
|
|
|
|
Accounts receivable
|
|
|
(13,102
|
)
|
|
|
(4,808
|
)
|
Other receivables
|
|
|
(1,917
|
)
|
|
|
(3,553
|
)
|
Inventory
|
|
|
(73,758
|
)
|
|
|
(7,754
|
)
|
Prepaid expenses and other current assets
|
|
|
(54,607
|
)
|
|
|
(4,686
|
)
|
Accounts payable
|
|
|
38,773
|
|
|
|
4,500
|
|
Accrued expenses and other current liabilities
|
|
|
16,539
|
|
|
|
5,528
|
|
Net cash used in operating activities
|
|
|
(167,255
|
)
|
|
|
(26,440
|
)
|
Investing activities
|
|
|
|
|
|
|
|
|
Acquisition of Manitoba Harvest, net of cash acquired
|
|
|
(151,003
|
)
|
|
|
—
|
|
Acquisition of Natura, net of cash acquired
|
|
|
(15,083
|
)
|
|
|
—
|
|
Investment in ABG Profit Participation Arrangement
|
|
|
(33,333
|
)
|
|
|
—
|
|
Investment in equity method investees and S&S acquisition
|
|
|
(14,302
|
)
|
|
|
—
|
|
Change in deposits and other assets
|
|
|
85
|
|
|
|
—
|
|
Purchases of short-term and non-current investments
|
|
|
(8,486
|
)
|
|
|
(44,061
|
)
|
Proceeds from sales and maturities of short-term investments
|
|
|
8,640
|
|
|
|
29,393
|
|
Purchases of property and equipment
|
|
|
(50,421
|
)
|
|
|
(38,076
|
)
|
Disposals of property and equipment
|
|
|
—
|
|
|
|
34
|
|
Purchases of intangible assets
|
|
|
(941
|
)
|
|
|
(834
|
)
|
Net cash used in investing activities
|
|
|
(264,844
|
)
|
|
|
(53,544
|
)
|
Financing activities
|
|
|
| |