Tilray, Inc. engages in the research, cultivation, production, and distribution of medical cannabis and cannabinoids. Its products include dried cannabis and cannabis extracts. 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, High Park Farms, and our High Park Processing Facility and Tilray Portugal are expected to become, 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 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 may experience supply fluctuations resulting in revenue and price decreases.
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.
Our business is subject to a variety of U.S. and foreign laws, many of which are unsettled and still developing and which could subject us to claims or otherwise harm our business.
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.
U.S. regulations relating to hemp-derived CBD products are unclear and rapidly evolving.
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 are subject to risks inherent in an agricultural business, including the risk of crop failure.
We depend on a significant customer for a substantial portion of our revenue. If we fail to retain or expand our customer relationships or if this significant customer were to terminate its relationship with us or reduce its purchases, our revenue could decline significantly.
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.
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 may be subject to product liability claims or regulatory action if our products are alleged to have caused significant loss or injury. This risk is exacerbated by the fact that cannabis use may increase the risk of serious adverse side effects.
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.
Licensed Producers are constrained by law in their ability to market their products in Canada.
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 become subject to liability arising from any fraudulent or illegal activity by our employees, contractors, consultants and others.
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 sustain our revenue growth and development.
We may be unable to expand our operations quickly enough to meet demand or manage our operations beyond their current scale.
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.
We incur increased costs as a result of operating as a public company and our management is required to devote substantial time to new compliance initiatives.
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.
Because a significant portion of our sales are generated in Canada, fluctuations in foreign currency exchange rates could harm our results of operations.
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.
We may not realize the full benefit of our licenses if the licensed material has less market appeal than expected, or if restrictions on packaging and marketing hinder our ability to realize value from our licenses, and our licenses may not be profitable to us.
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.
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.
If securities or industry analysts do not publish research, or publish inaccurate or unfavorable research, about our business, our stock price and trading volume could decline.
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.
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.
It is not anticipated that any dividends will be paid to holders of our Class 2 common stock for the foreseeable future, if any.
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.
Certain provisions in the indenture governing the Convertible Notes may delay or prevent an otherwise beneficial takeover attempt of us.
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 371% to $45.9 million ($60.9 million CAD) and 293% to $68.9 million ($91.5 million CAD) for the three and six months ended June 30, 2019, respectively, compared to revenue of $9.7 million and $17.6 million ($13.7 million CAD and $23.6 million CAD) for the same periods in 2018, respectively. Growth was driven by the acquisition of Manitoba Harvest during the first quarter of 2019, the Canadian adult-use markets due to the legislation on October 17, 2018, and international medical sales. We expect continued growth in these markets for the remainder of 2019.
On February 28, 2019 we welcomed Manitoba Harvest in our portfolio of companies. Manitoba Harvest is the world’s largest hemp food manufacturer and a leader in the natural foods industry. It produces, manufactures, markets and distributes a broad-based portfolio of hemp-based (cannabis) consumer products, which are sold in over 16,000 stores at major retailers across the United States and Canada.