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.
The long-term effect of the legalization of adult-use cannabis in Canada on the medical cannabis industry is unknown, and may have a significant negative effect upon our medical cannabis business if our existing or future medical use customers decide to purchase products available in the adult-use market instead of purchasing medical use products from us.
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.
The medical cannabis industry and market are relatively new, and this industry and market may not continue to exist or develop as anticipated or we may ultimately be unable to succeed in this industry and market.
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.
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 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.
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 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.
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 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.
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 experience breaches of security at our facilities or loss as a result of the theft of our products.
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.
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.
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.
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.
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.
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 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.
We are 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 intend to rely on 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, its provision of services to us and its participation in our management and conflicts of interest associated therewith.
Our relationship with Privateer Holdings continues to change and may cause our business to be adversely affected.
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.
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 notes in cash or to repurchase the notes upon a fundamental change, and our future debt may contain limitations on our ability to pay cash upon conversion or repurchase of the notes.
The conditional conversion feature of the 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 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.
Provisions under Delaware law could make an acquisition of our company more difficult, limit attempts by our stockholders to replace or remove our current management and limit the market price of our Class 2 common stock.
Certain provisions in the indenture governing the notes may delay or prevent an otherwise beneficial takeover attempt of us.
Financial data is expressed in thousands of U.S. dollars.
Revenue increased 195% to $23.0 million ($31.0 million CAD) for the three months ended March 31, 2019 compared to $7.8 million ($9.9 million CAD) for the same period in 2018. Growth was driven by an increase in the adult-use market due to the adult-use legislation, ramp-up and acquisition of production, as well as the addition of hemp food sales from the Manitoba Harvest acquisition during the first quarter of 2019. International medical sales also contributed to sales growth during the quarter, more than quadruple that of the comparable prior year period.
For the three months ended March 31, 2019, our extract products revenue was $6.5 million ($8.6 million CAD) compared to $3.1 million ($4.0 million CAD) for the same period in 2018. On a percentage of revenue basis, extract products accounted for 37% of revenue from non-food products for March 31, 2019 and 40% for the same period in 2018. On October 17, 2018 the adult-use market was launched in Canada and contributed $7.8 million ($10.4 million CAD) to our revenue, representing 34% of revenue for the three months ended March 31, 2019. We expect Canadian adult-use revenues to be a greater percentage of total revenues for 2019 due to a full year of sales compared to 2018.