UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of August, 2019.
Commission File Number 001-38708
APHRIA INC. |
(Translation of registrant’s name into English) |
265 TALBOT ST. W. LEAMINGTON, ONTARIO, N8H 4H3, CANADA |
(Address of principal executive office) |
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F
Form 20-F | o | Form 40-F ☒ |
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders. |
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR. |
SIGNATURE
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.
APHRIA INC. |
Date: August 1, 2019 |
/s/ Carl Merton______________________ Carl Merton Chief Financial Officer |
INDEX TO EXHIBITS
99.1 | News Release dated August 1, 2019 |
Exhibit 99.1
Aphria Inc. Announces 158% Increase in Adult-Use Sales and Profitable Fourth Quarter
Reports Profitable Fourth
Quarter
Record Net Revenue of $128.6 Million, Up 75% from Prior Quarter
Revenue for Adult-use Cannabis of $18.5 Million, Up 158% from Prior Quarter
Provides Fiscal Year 2020 Outlook
LEAMINGTON, ON, Aug. 1, 2019 /CNW/ - Aphria Inc. ("Aphria" or the "Company") (TSX: APHA and NYSE: APHA) today reported its results for the fourth quarter and fiscal year ended May 31, 2019. All amounts are expressed in thousands of Canadian dollars, unless otherwise noted and except for per gram, kilogram, kilogram equivalents, and per share amounts.
"It's a new day at Aphria. Our team's solid execution across key areas of our business resulted in strong adult-use revenue growth and a profitable fourth quarter," stated Irwin D. Simon. "Over the last six months, our organization identified immediate priorities to help generate substantial progress near-term and long-term. We built upon existing business fundamentals and capabilities, streamlined processes, strengthened governance, and focused on building brand awareness. Together, we have nurtured an entrepreneurial culture of accountability through data-driven decision-making for value creation in the global medical and adult-use cannabis industry. Today's Aphria has a stronger foundation for long-term growth and success."
Key Operating Highlights
Subsequent Events
Key Financial Highlights
Three months ended | Three months ended | Twelve months ended | Twelve months ended | ||
May 31, 2019 | May 31, 2018 | May 31, 2019 | May 31, 2018 | ||
Net revenue | $128,568 | $12,026 | $237,110 | $36,917 | |
Gross profit | $36,007 | $18,212 | $75,421 | $40,887 | |
Adjusted cannabis gross profit 1 | $15,165 | $9,468 | $40,596 | $27,912 | |
Adjusted cannabis gross margin 1 | 53.0% | 78.7% | 53.3% | 75.6% | |
Adjusted distribution gross profit 1 | $12,274 | $0 | $19,805 | $0 | |
Adjusted distribution gross margin 1 | 12.4% | 0% | 12.5% | 0% | |
Net income (loss) | $15,760 | ($4,992) | ($16,499) | $29,448 | |
Adjusted EBITDA 1 | $209 | ($1,162) | ($27,720) | $4,341 | |
Q4-2019 | Q3-2019 | ||||
Distribution revenue | $99,186 | $57,599 | |||
Net cannabis revenue | $28,608 | $15,438 | |||
Net revenue | $128,568 | $73,582 | |||
Kilograms (or kilogram equivalents) sold 1 | 5,574.0 | 2,636.5 | |||
Cash cost to produce dried cannabis / gram 1 | $1.35 | $1.48 | |||
"All-in" cost of goods sold / gram 1 | $2.35 | $2.86 | |||
Adjusted EBITDA from cannabis operations 1 | $1,851 | ($12,694) | |||
Adjusted EBITDA from businesses under development 1 | ($5,514) | ($3,990) | |||
Adjusted EBITDA from distribution operations 1 | $3,872 | $2,249 | |||
Cash and cash equivalents & marketable securities | $570,996 | $134,736 | |||
Working capital | $642,284 | $131,278 | |||
Capital and intangible asset expenditures - wholly-owned subsidiaries 1 | $26,828 | $29,016 |
Net revenue for the three months ended May 31, 2019 was $128.6 million, compared to $73.6 million in the prior quarter and $12.0 million in the same period last year. Higher revenue in the quarter was driven by $99.2 million of distribution revenue from CC Pharma and other distribution companies and $33.5 million of revenue from cannabis produced. Net revenue includes over 3,228 kilogram equivalents sold for the adult-use market and 1,417 kilogram equivalents for medical cannabis sales.
The average retail selling price of medical cannabis (exclusive of wholesale), before excise tax, decreased to $7.66 per gram in the quarter, compared to $8.03 in the prior quarter, primarily related to a higher percentage of total medical sales coming from Aphria. The average selling price of adult-use cannabis, before excise tax, increased to $5.73 per gram in the quarter, compared to $5.14 per gram in the prior quarter.
Adjusted cannabis gross profit for the fourth quarter was $15.2 million, with an adjusted cannabis gross margin of 53.0%, compared to $7.6 million with an adjusted gross margin of 49.5% in the prior quarter. The increase in adjusted gross margin was primarily due to the increase in average selling price per gram in the quarter.
Adjusted distribution gross profit for the fourth quarter was $12.3 million, with an adjusted gross margin of 12.4%, compared to $7.8 million with an adjusted gross margin of 13.6% in the prior quarter.
Selling, general, and administrative costs in the quarter decreased to $62.4 million, from $106.6 million in the prior quarter and increased from $22.6 million in the prior year. The decrease from the prior quarter is mainly related to the decrease of $58 million in impairment expense and $11 million in share-based compensation, partially offset by $20 million in transaction costs primarily associated with the issuance of the senior convertible debenture.
Net income for the fourth quarter of 2019 was $15.8 million or $0.05 per share, compared to net loss of $108.2 million or $0.43 per share in the prior quarter, and net loss of $5.0 million or $0.04 per share for the same period last year. Excluding the non-cash impairment charges in the third quarter, adjusted net loss was $50.2 million, or $0.02 per share. The increase in net income was primarily due to the increase in sales and the net fair value adjustment for biological assets, and decrease in the impairment expense, offset by increase in SG&A related to G&A and transaction costs.
Adjusted EBITDA from cannabis operations for the fourth quarter was $1.9 million compared to a loss of $12.7 million in the prior quarter. The adjusted EBITDA loss from businesses under development for the fourth quarter was $5.5 million compared to a loss of $3.9 million in the prior quarter. Adjusted EBITDA from distribution operations for the fourth quarter was $3.9 million compared to $2.2 million in the prior quarter. The increased adjusted EBITDA is primarily attributable to the increase in gross profit as explained above.
1 – In this press release, reference is made to adjusted cannabis gross profit, adjusted cannabis gross margin, adjusted distribution gross profit, adjusted distribution gross margin, adjusted net loss, adjusted EBITDA from cannabis operations, adjusted EBITDA from businesses under development, adjusted EBITDA from distribution operations, kilogram (or kilogram equivalents) sold, cash costs to produce dried cannabis per gram, "all-in" costs to produce dried cannabis per gram and investments in capital and intangible assets – wholly-owned subsidiaries, which are not measures of financial performance under International Financial Reporting Standards (IFRS). These metrics and measures are not recognized measures under IFRS do not have meanings prescribed under IFRS and are as a result unlikely to be comparable to similar measures presented by other companies. These measures are provided as information complimentary to those IFRS measures by providing a further understanding of our operating results from the perspective of management. As such, these measures should not be considered in isolation or in lieu of review of our financial information reported under IFRS. Definitions and reconciliations for all terms above can be found in the Company's May 31, 2019 Management's Discussion and Analysis, filed on SEDAR and EDGAR.
Outlook
For fiscal year 2020, the Company expects:
Conference Call
Aphria executives will host a conference call to discuss these results today at 5:00 pm ET. To listen to the live call, dial (888) 231-8191 from Canada and the U.S. or (647) 427-7450 from International locations and use the passcode 5081017. A telephone replay will be available approximately two hours after the call concludes through August 15, 2019. To access the recording dial (855) 859-2056 and use the passcode 5081017.
There will also be a simultaneous, live webcast available on the Investors section of Aphria's website at aphriainc.com. The webcast will be archived for 30 days.
We Have A Good Thing Growing
About Aphria
Aphria Inc. is a leading global cannabis company driven by an unrelenting commitment to our people, the planet, product quality and innovation. Headquartered in Leamington, Ontario – the greenhouse capital of Canada – Aphria Inc. has been a leader in low-cost production of high-quality cannabis at scale, grown in natural conditions. Focusing on untapped opportunities and backed by the latest technologies, Aphria Inc. is committed to bringing breakthrough innovation to the global cannabis market. The Company's portfolio of brands is grounded in expertly-researched consumer insights designed to meet the needs of every consumer segment. Aphria Inc. drives sustainable long-term shareholder value through a diversified approach to innovation, strategic partnerships and global expansion, with a presence in more than 10 countries across 5 continents.
For more information, visit: aphriainc.com
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS: Certain information in this news release constitutes forward-looking statements under applicable securities laws and are expressly qualified by this cautionary statement. Any statements that are contained in this news release that are not statements of historical fact may be deemed to be forward-looking statements. Forward looking statements are often identified by terms such as "may", "should", "anticipate", "expect", "potential", "believe", "intend" or the negative of these terms and similar expressions. Forward-looking statements in this news release include, but are not limited to, statements with respect to revenue and Adjusted EBITDA guidance, internal expectations, estimated margins, expectations with respect to actual production volumes, expectations for future growing capacity and costs, the completion of any capital project or expansions, and expectations with respect to future production costs. Various assumptions were used in drawing the conclusions or making the projections contained in the forward-looking statements throughout this news release. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. Forward-looking statements necessarily involve known and unknown risks, including, without limitation, risks associated with general economic conditions; adverse industry events; marketing costs; loss of markets; future legislative and regulatory developments involving cannabis; inability to access sufficient capital from internal and external sources, and/or inability to access sufficient capital on favorable terms; the cannabis industry in Canada generally, income tax and regulatory matters; the ability of Aphria to meet its liquidity requirements to fund ongoing operations; the ability of Aphria to implement its business strategies; competition; crop failure; currency and interest rate fluctuations.
Readers are cautioned that the foregoing list is not exhaustive and should consider as other factors discussed under the heading "Risk Factors" in Aphria's most recent Annual Information Form and MD&A for the financial year ended May 31, 2019 filed on SEDAR at www.sedar.com and in the United States on Edgar under Form 40-F at www.sec.gov. Readers are further cautioned not to place undue reliance on forward-looking statements as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated.
The forward-looking statements included in this news release are made as of the date of this news release and the Company does not undertake an obligation to publicly update such forward-looking statements to reflect new information, subsequent events or otherwise unless required by applicable securities laws. Neither TSX nor its Regulation Services Provider (as that term is defined in the policies of Toronto Stock Exchange) accepts responsibility for the adequacy or accuracy of this release.
Below schedule is an excerpt of Aphria Inc.'s financial statements prepared on a basis consistent with IFRS for the financial year ended May 31, 2019 filed on SEDAR at www.sedar.com and in the United States on Edgar under Form 40-F at www.sec.gov. This schedule does not contain all the information in Aphria Inc.'s annual report and Form 40-F that is important to you. You should read the financial statements and Form 40-F carefully to obtain a comprehensive understanding of Aphria Inc.'s financial statements under IFRS and related information.
Aphria Inc. Consolidated Statements of Income and Comprehensive Income (In thousands of Canadian dollars, except share and per share amounts) | |||||
For the year ended May 31, | |||||
Note | 2019 | 2018 | |||
Revenue from cannabis produced | $ 86,348 | $ 36,917 | |||
Distribution revenue | 157,931 | -- | |||
Other revenue | 3,035 | -- | |||
Excise taxes | (10,204) | -- | |||
Net revenue | 237,110 | 36,917 | |||
Production costs | 6 | 35,548 | 8,692 | ||
Cost of goods purchased | 138,126 | -- | |||
Other costs of sales | 898 | 313 | |||
Gross profit before fair value adjustments | 62,538 | 27,912 | |||
Fair value adjustment on sale of inventory | 6 | 27,724 | 10,327 | ||
Fair value adjustment on growth of biological assets | 7 | (40,607) | (23,302) | ||
Gross profit | 75,421 | 40,887 | |||
Operating expenses: | |||||
General and administrative | 25 | 69,752 | 13,901 | ||
Share-based compensation | 26 | 26,080 | 17,874 | ||
Selling, marketing and promotion | 27,971 | 11,873 | |||
Amortization | 14,084 | 3,985 | |||
Research and development | 1,391 | 490 | |||
Impairment | 11 | 58,039 | -- | ||
Transaction costs | 23,259 | 5,192 | |||
220,576 | 53,315 | ||||
Operating loss | (145,155) | (12,428) | |||
Non-operating income | 27 | 129,510 | 48,284 | ||
Income (loss) before income taxes | (15,645) | 35,856 | |||
Income taxes | 16 | 854 | 6,408 | ||
Net income (loss) | (16,499) | 29,448 | |||
Other comprehensive loss | |||||
Other comprehensive loss | (119) | (801) | |||
Net comprehensive income (loss) | $ (16,618) | $ 28,647 | |||
Total comprehensive income (loss) is attributable to: | |||||
Shareholders of Aphria Inc. | (14,667) | 28,867 | |||
Non-controlling interest | 24 | (1,951) | (220) | ||
$ (16,618) | $ 28,647 | ||||
Weighted average number of common shares - basic | 242,763,558 | 161,026,463 | |||
Weighted average number of common shares - diluted | 242,763,558 | 165,914,000 | |||
Earnings (loss) per share - basic | 29 | $ (0.07) | $ 0.18 | ||
Earnings (loss) per share - diluted | 29 | $ (0.07) | $ 0.18 |
Aphria Inc. Consolidated Statements of Financial Position (In thousands of Canadian dollars) | |||||
Note | May 31, 2019 |
May 31, 2018 | |||
Assets | |||||
Current assets | |||||
Cash and cash equivalents | $ 550,797 | $ 59,737 | |||
Marketable securities | 4 | 20,199 | 45,062 | ||
Accounts receivable | 25,488 | 3,386 | |||
Prepaids and other current assets | 5 | 23,391 | 14,384 | ||
Inventory | 6 | 91,529 | 22,150 | ||
Biological assets | 7 | 18,725 | 7,331 | ||
Assets held for sale | -- | 40,620 | |||
Promissory notes receivable | 15 | 39,200 | -- | ||
Current portion of convertible notes receivable | 12 | 11,500 | 1,942 | ||
780,829 | 194,612 | ||||
Capital assets | 9 | 503,898 | 303,151 | ||
Intangible assets | 10 | 392,056 | 226,444 | ||
Convertible notes receivable | 12 | 20,730 | 16,129 | ||
Interest in equity investees | 13 | 9,311 | 4,966 | ||
Long-term investments | 14 | 64,922 | 46,028 | ||
Goodwill | 11 | 669,846 | 522,762 | ||
$ 2,441,592 | $ 1,314,092 | ||||
Liabilities | |||||
Current liabilities | |||||
Accounts payable and accrued liabilities | $ 105,813 | $ 31,517 | |||
Income taxes payable | 2,722 | 3,584 | |||
Deferred revenue | 23,678 | 2,607 | |||
Current portion of promissory note payable | 18 | -- | 610 | ||
Current portion of long-term debt | 19 | 6,332 | 2,140 | ||
Current portion of derivative liability | -- | 3,396 | |||
138,545 | 43,854 | ||||
Long-term liabilities | |||||
Long-term debt | 19 | 60,895 | 28,337 | ||
Convertible debentures | 20 | 421,366 | -- | ||
Derivative liability | -- | 9,055 | |||
Deferred tax liability | 16 | 87,633 | 59,253 | ||
708,439 | 140,499 | ||||
Shareholders' equity | |||||
Share capital | 21 | 1,655,273 | 1,113,981 | ||
Warrants | 22 | 1,336 | 1,375 | ||
Share-based payment reserve | 36,151 | 22,006 | |||
Accumulated other comprehensive loss | (119) | (801) | |||
Non-controlling interest | 24 | 28,409 | 9,580 | ||
Retained earnings | 12,103 | 27,452 | |||
1,733,153 | 1,173,593 | ||||
2,441,592 | $ 1,314,092 |
Three months ended May 31, |
For the year ended May 31, | |||
2019 | 2018 | 2019 | 2018 | |
Net income (loss) | $ 15,760 | $ (4,992) | $ (16,499) | $ 29,448 |
Income taxes (recovery) | 453 | (1,731) | 854 | 6,408 |
Non-operating (income) loss | (40,206) | 2,351 | (129,510) | (48,284) |
Amortization | 8,611 | 3,809 | 22,940 | 6,678 |
Share-based compensation | 3,084 | 7,206 | 26,080 | 17,874 |
Fair value adjustment on sale of inventory | 9,649 | 3,077 | 27,724 | 10,327 |
Fair value adjustment on growth of biological assets | (17,471) | (11,821) | (40,607) | (23,302) |
Impairment | -- | -- | 58,039 | -- |
Transaction costs | 20,329 | 939 | 23,259 | 5,192 |
Adjusted EBITDA from businesses under | ||||
development | 5,514 | 2,834 | 16,240 | 2,834 |
Adjusted EBITDA from distribution operations | (3,872) | -- | (6,036) | -- |
Adjusted EBITDA from cannabis | ||||
operations | $ 1,851 | $ 1,672 | $ (17,516) | $ 7,175 |
Three months ended May 31, |
For the year ended May 31, | |||
2019 | 2018 | 2019 | 2018 | |
Adjusted EBITDA from cannabis operations | $ 1,851 | $ 1,672 | $ (17,516) | $ 7,175 |
Adjusted EBITDA from businesses under development | (5,514) | (2,834) | (16,240) | (2,834) |
Adjusted EBITDA from distribution operations | 3,872 | -- | 6,036 | -- |
Adjusted EBITDA | $ 209 | $ (1,162) | $ (27,720) | $ 4,341 |
For media inquiries please contact: Tamara Macgregor, Vice President, Communications & Public Affairs, Aphria Inc., tamara.macgregor@aphria.com, 437-343-4000; For investor inquiries please contact: Katie M. Turner, ICR, Inc., katie.turner@icrinc.com, 646-277-1228