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Provides update regarding Green Growth Brands bidAppoints Walter Robb and David Hopkinson as independent directors to Board of DirectorsNet revenue of $73.6 million up 240% from prior quarter and 617% from prior year periodCurrent annualized production capacity of 115,000 kilograms

Aphria Inc. (“Aphria” or the “Company”) (TSX: APHA and NYSE: APHA) today reported its results, for the third quarter and nine months ended February 28, 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.

“I am proud of the efforts of our over 1,000 employees worldwide as we continue to position Aphria for future growth and success in the global medical and adult-use cannabis industry,” stated Irwin D. Simon, Aphria’s Chairman and Interim Chief Executive Officer. “Our organization has experienced significant change in a very short period of time which was necessary to propel the Company forward. Our Board of Directors and executive team will remain focused on the advancement of Aphria’s leadership position in the global cannabis industry and we are pleased to have announced today the appointment of two new independent directors. Aphria will continue to drive sustainable long-term shareholder value by leveraging its strong brand positioning, superior distribution model, product innovation, industrial scale cultivation and automation, medical-use leadership and strategic global platform.”

Non-Cash Impairment Charge on LATAM AssetsThe Ontario Securities Commission requested as part of a continuous disclosure review that the Company perform an impairment test on its LATAM assets subsequent to the filing of the 2019 second quarter financial statements. As a result of this impairment test conducted by the Company, the Company determined that a $50 million non-cash impairment charge to the carrying value of the LATAM assets was required. The basis for this impairment arises from the Company’s reassessment of the discount rate and the financial forecasts for these entities as a result of new financial information received from the financial advisors to the Special Committee who reviewed the LATAM transaction. This new financial information consisted of lower gross margins and EBITDA margins used by the financial advisor for the Special Committee and recent financial information from the LATAM entities that showed higher than expected expenses. As a result of this new information, Aphria determined that the discount rate should be adjusted which resulted in the non-cash impairment charge to the carrying value of the LATAM assets.

Key Operating Highlights

--  Net revenue of $73.6 million up 240% from prior quarter and        617% from prior year    --  Ended quarter with strong balance sheet and liquidity,        including $107.5 million of cash and $27.2 million of liquid        marketable securities, to fund planned Canadian and        International growth    --  Special Committee concluded review and found that the        acquisition of LATAM assets was within an acceptable range,        albeit near the top of the range of observable valuation        metrics; the Company's investment in LATAM assets is        approximately $225 million, after recording the aforementioned        non-cash impairment charge, which is approximately $30 million        more than the original agreed purchase price of approximately        $195 million    --  Announced early termination and liquidation of interests in        Liberty Health Sciences, Inc., in line with the Company's        commitment to enhanced corporate governance practices and        strategic priorities, while at the same time generating cash        without dilution to shareholders    --  Signed license agreement with Manna Molecular Science to        develop state-of-the-art cannabis transdermal patches    --  Signed an exclusive agreement with Toronto-based UNOapp Inc. to        collaborate on the development of technology and analytics        solutions for Canada's adult-use cannabis industry    --  Signed an exclusive agreement with the Colombian Medical        Federation, a national guild that oversees the ethical exercise        of the medical profession in Colombia, in order to jointly        develop an academic curriculum on the medicinal use of cannabis    --  Signed LOI for exclusive supply agreement with Insumos Medicos,        S.A., a Paraguayan pharmaceutical manufacturing, import and        distribution company, to provide medical cannabis in Paraguay    --  Signed LOI with the Argentinian state-owned Cannabis Avatà£ra        Sociedad del Estado to enter into a co-operation agreement        regarding the cultivation of cannabis that will expand the        Company's strategic Argentinian operations, subject to the        issuance of a cultivation license    --  Announced the first transfer of plant cuttings from four of the        Company's cannabis strains to Denmark-based Schroll Medical as        part of the Company's previously announced strategic        partnership    --  Closed the acquisition of CC Pharma GmbH ("CC Pharma"), a        leading distributor of pharmaceutical products, including        medical cannabis, to more than 13,000 pharmacies throughout        Germany and Europe

Subsequent Events

--  Aphria One received Health Canada approval for Part IV and V        expansions, bringing the total annualized production capacity        at Aphria One to 110,000 kilograms and total Company capacity        to 115,000 kilograms    --  Introduced CannRelief, a CBD-Based nutraceutical and cosmetics        product line, for the German market distributed by the        Company's subsidiary, CC Pharma    --  Awarded provisional approval in Germany for cannabis        cultivation license, including five lots each with a minimum        annual capacity of 200 kilograms

Green Growth Brands Update

In a separate release issued today, the Company also announced that it has entered into a series of transactions that will accelerate the expiry date of the unsolicited offer launched by Green Growth Brands Inc. and will provide up to an additional $89.0 million of liquidity to the Company without dilution to shareholders. Please refer to this separate press release for the terms and conditions of this transaction.

Board of Directors Appointments

The Board appointed two new independent directors, effective today. Walter Robb and David Hopkinson will fill two of the three current director vacancies.

Walter Robb is an investor, mentor and advisor to next generation companies and as former co-CEO of Whole Foods Market, he brings to Aphria a long and varied entrepreneurial history ranging from natural food retailer to farmer to consultant. Mr. Robb joined Whole Foods Market in 1991 and in 2010 was named co-CEO, at which time he joined the Whole Foods Market Board of Directors. In 2017, he transitioned his leadership focus to his role as a passionate advocate for greater food access in underserved communities, serving as Chairman of the Board for Whole Kids Foundation and Whole Cities Foundation. Mr. Robb also serves on the Board of Directors for Union Square Hospitality Group, The Container Store, FoodMaven, HeatGenie and Apeel Sciences.

David Hopkinson serves as Real Madrid Club de Futbol’s (“Real Madrid”) Global Head of Partnerships. He joined Real Madrid in August 2018 and brings his 25 years of professional sports sales, marketing and leadership experience to Aphria. Mr. Hopkinson began his career in professional sports in Toronto, Canada where he ascended from an entry-level day one employee with the NBA’s Toronto Raptors to Chief Commercial Officer of MLSE, who are owners of the Raptors as well as the NHL’s Toronto Maple Leafs, MLS’s Toronto FC, the CFL’s Toronto Argonauts and the NBA2K league’s Raptors Uprising Esports team. He also serves on the Chancellor’s Advisory Committee for McGill University in Montreal. In 2012, David was awarded the Queen Elizabeth II Diamond Jubilee Medal in recognition of his contributions to Canada.

Key Financial Highlights

Mr. Simon continued, “We continue to take decisive actions to increase efficiency, including investing additional capital in automation and packaging and adapting production to a new growing method. While this contributed to an increase in our costs, we expect higher future yields per square foot leading to stronger results as we start fiscal year 2020. We believe the steps we have taken will help fuel the growth of our strategic initiatives in Canada and internationally to generate long-term shareholder value.”

Three months ended        Three months ended       February 28, 2019        February 28, 2018       Net revenue                                                                                      $73,582                           $10,267       Gross profit                                                                                     $17,295                            $8,570       Adjusted gross profit (1)                                                                        $13,366                            $7,912       Adjusted gross margin (1)                                                                          18.2%                            77.1%       Net income (loss)                                                                             ($108,209)                          $12,944       Adjusted EBITDA (1)                                                                            ($14,435)                           $2,727    ---          Q3-2019           Q2-2019       Net revenue                                                                                      $73,582                           $21,668       Kilograms (or kilogram equivalents) sold (1)                                                     2,636.5                           3,408.9       Cash cost to produce dried cannabis / gram 1                                                       $1.48                             $1.34       "All-in" cost of goods sold / gram 1                                                               $3.76                             $2.60       Adjusted EBITDA from Canadian Cannabis Operations (1)                                          ($13,804)                         ($6,073)       Cash and cash equivalents & marketable securities                                               $134,736                          $184,821       Working capital                                                                                 $131,278                          $181,523       Capital and intangible asset expenditures - wholly-owned subsidiaries 1                          $29,016                           $49,061    ---

Net revenue for the three months ended February 28, 2019 was $73.6 million, compared to $21.7 million in the prior quarter and $10.3 million in the same period last year. Higher revenue in the quarter was driven by $57.6 million of distribution revenue from CC Pharma and ABP. Net revenue includes over 1,329 kilogram equivalents sold for the Canadian adult-use market and 1,274 kilogram equivalents for medical cannabis sales. The decrease in cannabis revenue and kilograms sold compared to the prior quarter was primarily related to supply shortages as the Company transitioned growing methods during the late fall and early winter, as well as temporary packaging and distribution challenges.

The average retail selling price of medical cannabis (exclusive of wholesale), before excise tax, increased to $8.03 per gram in the quarter, compared to $7.51 in the prior quarter, primarily related to higher oil sales. The average selling price of adult-use cannabis, before excise tax, declined to $5.14 per gram in the quarter, compared to $6.32 per gram in the prior quarter due to a shift to smaller package sizes to maximize SKU assortment and shelf space for the Company’s brands.

Adjusted gross profit for the third quarter was $13.4 million, with an adjusted gross margin of 18%, compared to $10.2 million with an adjusted gross margin of 47% in the prior quarter. The decline in adjusted gross margin was primarily due to the increase in revenues from our distribution business which operates with lower gross margins than our cannabis business. In addition, the Company experienced a temporary increase in packaging and distribution costs as the Company awaits the industrial scale and automation in Part IV and Part V to become operational.

Selling, general and administrative costs in the quarter rose to $106.6 million, from $27.5 million in the prior quarter and $16.9 million in the prior year. The increase was primarily due to the $50.0 million impairment for the LATAM acquisition, an increase in non-cash share based compensation, and the inclusion of a full quarter of LATAM and two months of CC Pharma.

Net loss for the third quarter of 2019 was $108.2 million or $0.43 per share, compared to net income of $54.8 million or $0.22 per share in the prior quarter, and net income of $12.9 million or $0.08 per share for the same period last year. The decrease in net income relates to non-cash impairments of $58 million and additional non-operating losses of $30 million. Excluding the aforementioned non-cash impairment charges, adjusted net loss was $50.2 million, or $0.20 per share.

Adjusted EBITDA loss from Canadian cannabis operations for the third quarter was $13.8 million compared to a loss of $6.1 million in the prior quarter. The adjusted EBITDA loss from Aphria International for the third quarter was $0.6 million compared to a loss of $3.5 million in the prior quarter. The increased adjusted EBITDA loss from Canadian cannabis operations in the third quarter is primarily attributable to an increase in general and administrative expenses to support the Company’s planned capacity expansions, as well as a higher overhead costs related to supply shortages, and a temporary increase in packaging and distribution costs for the adult-use market.

In this press release, reference is made to adjusted gross profit, adjusted gross margin, adjusted net loss, adjusted EBITDA loss from Canadian cannabis operations, adjusted EBITDA loss from Aphria International, 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. Definitions for all terms above can be found in the Company’s February 28, 2019 Management’s Discussion and Analysis, filed on SEDAR and EDGAR.

Conference Call

Aphria executives will host a conference call to discuss these results today at 9:00 am 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 9475768. A telephone replay will be available approximately two hours after the call concludes through May 15, 2019. To access the recording, dial (855) 859-2056 and use the passcode 9475768.

There will also be a simultaneous, live webcast available on the Investors section of Aphria’s website at aphria.ca. The webcast will be archived for 30 days.

New Corporate Logo

Aphria introduced a new logo today to coincide the Company’s evolution from a licensed producer of medical cannabis in Canada to a leading global cannabis company. Aphria’s mission is to be the premier global cannabis company through an unrelenting commitment to our people, the planet, product quality and innovation. As the Company embarks on the next phase of its growth, the launch of this corporate brand signifies Aphria’s strategic focus on driving the transformation of the cannabis industry. The Aphria tri-colour logo, which has been in use since 2013, will continue to represent the Company’s flagship medical cannabis brand, Aphria, which has proudly supported nearly 70,000 patients across Canada and in medical cannabis markets around the world.

We Have A Good Thing Growing

About Aphria

Aphria is a leading global cannabis company driven by an unrelenting commitment to our people, product quality and innovation. Headquartered in Leamington, Ontario – the greenhouse capital of Canada – Aphria has been setting the standard for the low-cost production of high quality cannabis at scale, grown in the most natural conditions possible. Focusing on untapped opportunities and backed by the latest technologies, Aphria 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. Rooted in our founders’ multi-generational expertise in commercial agriculture, Aphria 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: aphria.ca

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS: Certain information in this news release constitutes forward-looking statements under applicable securities laws. 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 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. 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 filed on SEDAR. 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.

Forward-looking statements contained in this news release are expressly qualified by this cautionary statement.

Condensed Interim Consolidated Statements of Loss and Comprehensive Loss                (In Canadian dollars)                (Unaudited)                                                              For the three months ended                         For the nine months ended                                                         February 28,                                       February 28,                                                                                    2019                                               2018                          2019                          2018                     Revenue from                      cannabis                      produced                                                     $17,862                                            $10,267                       $52,816                       $24,891                     Distribution                      revenue                                                       57,599                                                                          58,745                     Other revenue                                                     545                                                                           2,261                     Excise taxes                                                  (2,424)                                                                        (5,280)                                                                                                                                                                                                   ---                     Net revenue                                                  73,582                                             10,267                       108,542                        24,891                     Production                      costs                                                         10,175                                              2,355                        24,477                         6,447                     Cost of goods                      purchased                                                     49,745                                                                          50,856                     Other costs of                      sales                                                            296                                                                           1,228                                                                                                                                                                                                   ---                     Gross profit before fair value                      adjustments                                                 13,366                                              7,912                        31,981                        18,444                     Fair value                      adjustment on                      sale of                      inventory                                                      5,542                                              3,443                        18,075                         7,250                    Fair value                      adjustment on                      growth of                      biological                      assets                                                       (9,471)                                           (4,101)                     (23,136)                     (11,481)                                                                                                                                                                                                   ---                     Gross profit                                                 17,295                                              8,570                        37,042                        22,675                Operating expenses:                     General and                      administrative                                                22,434                                              2,794                        43,561                         6,502                     Share-based                      compensation                                                  14,300                                              5,959                        22,996                        10,668                     Selling,                      marketing and                      promotion                                                      6,948                                              2,991                        20,025                         7,758                     Amortization                                                    3,665                                                755                         9,556                         1,270                     Research and                      development                                                      223                                                110                         1,097                           280                     Impairment                                                     58,039                                                                          58,039                     Transaction                      costs                                                            942                                              4,253                         2,930                         4,253                                                                                 106,551                                             16,862                       158,204                        30,731                     Operating income (loss)                                               (89,256)                                           (8,292)                    (121,162)                      (8,056)                     Non-operating                      income (loss)                                               (30,416)                                            25,308                        89,304                        50,635                                                                                                                                                                                                   ---        Income (loss) before income         taxes (recovery)                                                      (119,672)                                            17,016                      (31,858)                       42,579    ---                                                                                                                                                                                          ---        Income taxes (recovery)                                                 (11,463)                                             4,072                           401                         8,139                     Net income (loss)                                              (108,209)                                            12,944                      (32,259)                       34,440    ---                                                                                                                                                                                          ---                Other comprehensive gain (loss)                     Other                      comprehensive                      gain (loss)                                                     (61)                                                                           (61)                        (801)                     Net comprehensive income (loss)                                             $(108,270)                                           $12,944                     $(32,320)                     $33,639    ---                                                                                                                                                                                          ---                     Total comprehensive income (loss) is attributable to:                     Shareholders of                      Aphria Inc.                                                (107,886)                                            12,945                      (31,529)                       33,640                     Non-                      controlling                      interest                                                       (384)                                               (1)                        (791)                          (1)                                                                              $(108,270)                                           $12,944                     $(32,320)                      $33,639        Weighted average number of         common shares -basic                                                250,149,598                                        161,120,698                   240,106,147                   147,274,372        Weighted average number of         common shares -diluted                                              250,149,598                                        167,494,603                   240,106,147                   153,189,773    ---                                                                                                                                                                                          ---                     Earnings (loss) per share -                      basic                                                       -$0.43                                              $0.08                        -$0.13                         $0.23                     Earnings (loss) per share -                      diluted                                                     -$0.43                                              $0.08                        -$0.13                         $0.22    ===                                                                                                                                                                                          ===
Condensed Interim Consolidated Statements of       Financial Position                (In Canadian dollars)                                                               February 28,        May 31,                                                                       2019            2018                                                                                ---                Assets                Current assets                               Cash and cash                                equivalents                         $107,502         $59,737                               Marketable                                securities             27,234            45,062                               Accounts                                receivable             44,142             3,386                               Other current                                assets                 24,615            14,384                               Inventory               86,227            22,150                               Biological                                assets                  7,261             7,331                               Assets held for                                sale                                      --         40,620                               Current portion                                of convertible                                notes                                receivable             11,500             1,942                                                                       308,481         194,612                               Capital assets         466,349           303,151                               Intangible                                assets                388,125           226,444                               Convertible                                notes                                receivable             18,542            16,129                               Interest in                                equity                                investees               9,604             4,966                               Long-term                                investments           125,325            46,028                               Promissory                                notes                                receivable             61,809                --                               Goodwill               674,412           522,762                                                 $2,052,647        $1,314,092                Liabilities                Current liabilities                               Accounts                                payable and                                accrued                                liabilities                         $125,598         $31,517                               Income taxes                                payable                 1,568             3,584                               Deferred                                revenue                28,171             2,607                               Current portion                                of promissory                                note payable              489               610                               Current portion                                of long-term                                debt                   14,612             2,140                               Current portion                                of option                                payment                                liability               6,765                --                               Current portion                                of derivative                                liability                                 --          3,396                                       177,203          43,854                Long-term liabilities                               Long-term debt          62,279            28,337                               Option payment                                liability              14,277                --                               Derivative                                liability                                 --          9,055                               Deferred tax                                liability              86,452            59,253                                       340,211         140,499                Shareholders' equity                               Share capital        1,653,191         1,113,981                               Warrants                 1,336             1,375                               Share-based                                payment                                reserve                33,218            22,006                               Accumulated                                other                                comprehensive                                loss                     (61)            (801)                               Non-                                controlling                                interest               29,569             9,580                               Retained                                earnings                                (deficit)             (4,817)           27,452                                     1,712,436       1,173,593                                                 $2,052,647        $1,314,092
For the three months            For the nine months                                                                                                                                        ended                                                                                          ended                       February 28,                                                                                      February 28,         2019                                                               2018                            2019                            2018          ---              Net income (loss)                                                        $(108,209)                        $12,944     $(32,259)    $34,440              Income taxes (recovery)                                                    (11,463)                          4,072           401       8,139              Non-operating (income) loss                                                  30,416                        (25,308)     (89,304)   (50,635)              Amortization                                                                  5,469                           1,465        14,329       2,869              Share-based compensation                                                     14,300                           5,959        22,996      10,668              Fair value adjustment on sale of inventory                                    5,542                           3,443        18,075       7,250                                 Fair value adjustment on growth of biological assets                        (9,471)                        (4,101)     (23,136)   (11,481)              Impairment                                                                   58,039                                       58,039              Transaction costs                                                               942                           4,253         2,930       4,253              Adjusted EBITDA from Aphria International                                       631                                        7,224              Adjusted EBITDA from Canadian cannabis    ---         operations                                                                                 $(13,804)                         $2,727     $(20,705)     $5,503    ---
For the three months         For the nine months                                                                                 ended                        ended                                                                 February 28,                 February 28,          2019                         2018                         2019       2018                                                       ---         Adjusted EBITDA from Canadian cannabis operations                         $(13,804)                      $2,727  $(20,705)  $5,503         Adjusted EBITDA from Aphria International                                     (631)                               (7,224)                  Adjusted EBITDA                                              $(14,435)                      $2,727  $(27,929)  $5,503    ---

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SOURCE Aphria Inc.

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SOURCE: Aphria Inc.

For media inquiries please contact: Tamara Macgregor, Vice President, Communications,Aphria, tamara.macgregor@aphria.com, 437-343-4000; For investor inquiries pleasecontact: Katie M. Turner, ICR, Inc., katie.turner@icrinc.com, 646-277-1228
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