Tilray, Inc. engages in the research, cultivation, production, and distribution of medical cannabis and cannabinoids. The Company is focused on medical cannabis research, cultivation, processing and distribution of cannabis products worldwide. Its products include dried cannabis and cannabis extracts. It also supplies cannabis products to patients in a number of countries spanning five continents through its subsidiaries in Australia, Canada and Germany and it produces medical cannabis in Canada and Europe. The company was founded on January 24, 2018 and is headquartered in Nanaimo, Canada.
The laws, regulations and guidelines generally applicable to the medical cannabis industry in Canada and other countries may change in ways that impact our ability to continue our business as currently conducted or proposed to be conducted.
Any failure on our part to comply with applicable regulations could prevent us from being able to carry on our business.
Our ability to produce and sell our medical products in, and export our medical products to, other jurisdictions outside of Canada is dependent on compliance with additional regulatory and other requirements.
There has been limited study on the effects of medical cannabis and future clinical research studies may lead to conclusions that dispute or conflict with our understanding and belief regarding the medical benefits, viability, safety, efficacy, dosing and social acceptance of cannabis.
Tilray Nanaimo, Manitoba Harvest, High Park Farms, and our High Park Processing Facility and Tilray Portugal are integral to our business and adverse changes or developments affecting any of these facilities may have an adverse impact on us.
We compete for market share with other companies, including other producers licensed by Health Canada, some of which have longer operating histories and more financial resources and manufacturing and marketing experience than we have.
The illicit supply of cannabis and cannabis-based products may reduce our sales and impede our ability to succeed in the medical and adult-use cannabis markets.
The adult-use cannabis industry, and the regulations governing this industry, may develop in a way that is significantly different from our current expectations, resulting in our decreased ability, or inability, to compete in this market and industry.
Any failure on our part to comply with supplier standards established by provincial or territorial distributors could prevent us from accessing certain markets in Canada.
The adult-use cannabis market in Canada is continuing to develop and may experience supply fluctuations resulting in revenue and price decreases.
In connection with the amended Canadian adult-use regulations which became effective October 17, 2019 and will permit new classes of cannabis on December 16, 2019, we will offer cannabis-only vape products in Canada. The vape market is a niche market that remains subject to a great deal of uncertainty and is still evolving. Recent negative public sentiment and regulatory scrutiny of vaporizing in the U.S. may cause Health Canada to further limit usage and diminish Canadian consumer demand for our cannabis vape products.
The adult-use cannabis industry and market in Canada is subject to many of the same risks as the medical cannabis industry and market, including risks related to our need for regulatory approvals, the early status and uncertain growth of this industry and the competition we expect to face in this industry.
We may be unsuccessful in competing in the legal adult-use cannabis market in Canada.
We have a limited operating history and a history of net losses, and we may not achieve or maintain profitability in the future.
We are exposed to risks relating to the laws of various countries as a result of our international operations.
We plan to expand our business and operations into jurisdictions outside of the current jurisdictions where we conduct business, and there are risks associated with doing so.
We are required to comply concurrently with federal, state or provincial, and local laws in each jurisdiction where we operate or to which we export our products.
We may seek to enter into strategic alliances, or expand the scope of currently existing relationships, with third parties that we believe will have a beneficial impact on us, and there are risks that such strategic alliances or expansions of our currently existing relationships may not enhance our business in the desired manner.
We may not be able to successfully identify and execute future acquisitions or dispositions or to successfully manage the impacts of such transactions on our operations.
We are subject to risks inherent in an agricultural business, including the risk of crop failure.
We may be unable to attract or retain key personnel with sufficient experience in the cannabis industry, and we may be unable to attract, develop and retain additional employees required for our development and future success.
Increased labor costs, potential organization of our workforce, employee strikes and other labor-related disruption may adversely affect our operations.
Significant interruptions in our access to certain key inputs such as raw materials, electricity, water and other utilities may impair our cannabis growing operations.
We may not be able to transport our cannabis products to consumers in a safe and efficient manner.
Our cannabis products may be subject to recalls for a variety of reasons, which could require us to expend significant management and capital resources.
We rely on third-party distributors to distribute our products, and those distributors may not perform their obligations.
We, or the cannabis industry more generally, may receive unfavorable publicity or become subject to negative consumer or investor perception.
Certain events or developments in the cannabis industry more generally may impact our reputation.
If we are not able to comply with all safety, health and environmental regulations applicable to our operations and industry, we may be held liable for any breaches of those regulations.
We may not be able to obtain adequate insurance coverage in respect of the risks our business faces, the premiums for such insurance may not continue to be commercially justifiable or there may be coverage limitations and other exclusions which may result in such insurance not being sufficient to cover potential liabilities that we face.
We may experience breaches of security at our facilities or loss as a result of the theft of our products.
We may be subject to risks related to our information technology systems, including the risk that we may be the subject of a cyber-attack and the risk that we may be in non-compliance with applicable privacy laws.
We may be unable to expand our operations quickly enough to meet demand or manage our operations beyond their current scale.
We may not be able to secure adequate or reliable sources of funding required to operate our business or increase our production to meet consumer demand for our products.
Servicing our debt will require a significant amount of cash, and we may not have sufficient cash flow from our business to pay our substantial debt.
Management may not be able to successfully implement adequate internal controls over financial reporting.
We are an emerging growth company and intend to take advantage of reduced disclosure requirements applicable to emerging growth companies, which could make our securities less attractive to investors.
Conflicts of interest may arise between us and our directors and officers as a result of other business activities undertaken by such individuals, including continuing involvement by these individuals in Privateer Holdings.
Third parties with whom we do business may perceive themselves as being exposed to reputational risk as a result of their relationship with us.
Tax and accounting requirements may change in ways that are unforeseen to us and we may face difficulty or be unable to implement or comply with any such changes.
We may have exposure to greater than anticipated tax liabilities, which could seriously harm our business.
As a result of an investment in our securities, you could be prevented from entering the United States or become subject to a lifetime ban on entry into the United States.
We may be subject to risks related to the protection and enforcement of our intellectual property rights, or intellectual property we license from others, and may become subject to allegations that we or our licensors are in violation of intellectual property rights of third parties.
We license some intellectual property rights, and the failure of the owner of such intellectual property to properly maintain or enforce the intellectual property underlying such licenses could have a material adverse effect on our business, financial condition and performance.
We may not realize the full benefit of the clinical trials or studies that we participate in because the terms of some of our agreements to participate do not give us full rights to the resulting intellectual property, the ability to acquire full rights to that intellectual property on commercially reasonable terms or the ability to prevent other parties from using that intellectual property.
Failure to consummate the Privateer Holdings Downstream Merger within the expected timeframe, or at all, could have a material adverse impact to our business, financial condition and results of operations.
The Downstream Merger is subject to approval of the merger agreement by our stockholders and Privateer Holding’s stockholders. Failure to obtain these approvals would prevent the closing of the Downstream Merger.
The Downstream Merger may be completed even though certain events occur prior to the closing that materially and adversely affect Privateer Holdings.
Certain provisions of the merger agreement may discourage third parties from submitting alternative takeover proposals, including proposals that may be superior to the arrangements contemplated by the merger agreement.
If the conditions to the Downstream Merger are not met, the Downstream Merger will not occur.
The Downstream Merger will involve substantial costs.
We are currently a “controlled company” within the meaning of the listing rules of the Nasdaq Global Select Stock Market and, as a result, qualify for exemptions from certain corporate governance requirements. As we currently rely on some of these exemptions, you do not have the same protections afforded to stockholders of companies that are subject to such requirements.
We are exposed to risks arising from Privateer Holdings’ stockholdings, and its participation in our management and conflicts of interest associated therewith.
Future sales or distributions of our securities by Privateer Holdings or by Privateer Holdings stockholders who receive shares of our common stock in the Downstream Merger could cause the market price for our Class 2 common stock to fall.
Holders of Class 2 common stock have limited voting rights as compared to holders of Class 1 common stock. We cannot predict the impact that our capital structure and concentrated control by Privateer Holdings may have on the market price of our Class 2 common stock.
The price of our Class 2 common stock in public markets has experienced and may experience significant fluctuations.
We may not have the ability to raise the funds necessary to settle conversions of the Convertible Notes in cash or to repurchase the Convertible Notes upon a fundamental change, and our future debt may contain limitations on our ability to pay cash upon conversion or repurchase of the Convertible Notes.
The conditional conversion feature of the Convertible Notes, if triggered, may adversely affect our financial condition and operating results.
Holders of our Class 2 common stock may be subject to dilution resulting from future offerings of common stock by us.
Conversion of the Convertible Notes may dilute the ownership interest of our stockholders or may otherwise depress the price of our Class 2 common stock.
Provisions in our corporate charter documents could make an acquisition of us more difficult and may prevent attempts by our stockholders to replace or remove our current management.
Certain jurisdictions may take positions adverse to investments in, or investors themselves, in cannabis companies.
Our amended and restated certificate of incorporation provides that the Court of Chancery of the State of Delaware and the federal district courts of the United States of America will be the exclusive forums for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.
Financial data is expressed in thousands of U.S. dollars.
Revenue increased 409% to $51.1 million (C$67.8 million) and 335% to $120.0 million (C$159.3 million) for the three and nine months ended September 30, 2019, respectively, compared to revenue of $10.0 million and $27.6 million (C$13.0 million and C$35.5 million) for the same periods in 2018, respectively. The acceleration in growth was primarily driven by the Canadian adult use market, which began in October of 2018, the acquisition of Manitoba Harvest during the first quarter of 2019, and the acceleration of international medical sales as a result of our Portugal facility receiving its GMP certification. We expect continued growth in these markets for the remainder of 2019.
We welcomed Manitoba Harvest to our portfolio of companies on February 28, 2019. Manitoba Harvest is the world’s largest hemp food manufacturer and a leader in the natural foods industry, producing, manufacturing, marketing and distributing a broad-based portfolio of hemp-based (cannabis) consumer products sold in over 16,000 stores at major retailers across the United States and Canada. Manitoba Harvest also launched a line of CBD products in the United States in 2019, which are available in over 500 locations.