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Tech Data Reports First Quarter Fiscal Year 2020 Results

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CLEARWATER, Fla.–(BUSINESS WIRE)–Tech Data (NASDAQ: TECD) (the “Company”) today announced its financial
results for the first quarter ended April 30, 2019.

    First quarter ended April 30,
($ in millions,

except per share amounts)

  2019   2018  

Y/Y
Change

Net Sales   $8,406.4   $8,548.3   -2%
 
Gross profit $509.4 $523.1 -3%
Gross margin 6.06% 6.12% -6 bps
 
SG&A expenses (GAAP) $405.8 $422.4 -4%
% of net sales 4.83% 4.94% -11 bps
 
SG&A expenses (Non-GAAP) $384.6 $399.1 -4%
% of net sales 4.58% 4.67% -9 bps
 
Operating income (GAAP) $97.6 $70.5 38%
Operating margin (GAAP) 1.16% 0.82% 34 bps
 
Operating income (Non-GAAP) $124.8 $124.1 1%
Operating margin (Non-GAAP) 1.48% 1.45% 3 bps
 
Net income (GAAP) $55.4 $33.7 64%
Net income (Non-GAAP) $75.9 $70.8 7%
 
EPS – diluted (GAAP) $1.49 $0.87 71%
EPS – diluted (Non-GAAP)   $2.04   $1.84   11%

A reconciliation of GAAP to non-GAAP financial measures is presented in
the financial tables of this press release.
This information is
also available on the Investor Relations section of Tech Data’s website
at www.techdata.com/investor.

“We are pleased to report a solid start to Tech Data’s fiscal year 20.
In Q1 we delivered double-digit earnings per share growth, generated
positive cash flow and earned an industry-leading return on invested
capital – all while making good progress on our strategy and continuing
to invest for the future. Our worldwide teams executed well in the
quarter, despite market uncertainty,” said Rich Hume, chief executive
officer. “Looking ahead, although IT market growth has slowed somewhat
from the year-ago levels, demand continues to be solid, and we remain
positive on the overall IT spending outlook.”

Regional Financial Highlights for the First Quarter Ended April 30,
2019:

    First quarter ended April 30,
($ in millions)   2019   2018  

Y/Y
Change

AMERICAS

     
Net Sales $3,789.2 $3,618.2 5%
% of WW net sales 45% 42%
 
Operating income (GAAP) $68.6 $61.3 12%
% of net sales 1.81% 1.70% 11 bps
 
Operating income (Non-GAAP) $84.7 $85.9 -1%
% of net sales   2.24%   2.38%   -14 bps

EUROPE

Net Sales $4,309.5 $4,661.7 -8%
% of WW net sales 51% 55%
 
Operating income (GAAP) $36.4 $17.3 110%
% of net sales 0.85% 0.37% 48 bps
 
Operating income (Non-GAAP) $45.6 $43.6 4%
% of net sales   1.06%   0.94%   12 bps

ASIA PACIFIC

Net Sales $307.7 $268.4 15%
% of WW net sales 4% 3%
 
Operating income (loss) (GAAP) $0.9 ($0.6) NM
% of net sales 0.28% -0.21% 49 bps
 
Operating income (Non-GAAP) $2.8 $1.1 161%
% of net sales   0.91%   0.40%   51 bps

Note: NM = not meaningful, WW = worldwide
Stock-based compensation
expense was $8.3 million, an increase of $0.7 million, compared to the
prior-year quarter. These expenses are excluded from the regional
operating results and presented as a separate line item in the company’s
segment reporting (see the GAAP to non-GAAP reconciliation in the
financial tables of this press release).

  • Net sales were $8.4 billion, a decrease of 2 percent compared to the
    prior-year quarter. On a constant currency basis, net sales increased
    3 percent.

    • Americas: Net sales were $3.8 billion, an increase of 5 percent
      compared to the prior-year quarter. On a constant currency basis,
      net sales increased 6 percent.
    • Europe: Net sales were $4.3 billion, a decrease of 8 percent
      compared to the prior-year quarter. On a constant currency basis,
      net sales increased 1 percent.
    • Asia Pacific: Net sales were $0.3 billion, an increase of 15
      percent compared to the prior-year quarter. On a constant currency
      basis, net sales increased 19 percent.
  • Net cash generated by operations during the quarter was $63 million.
  • Return on invested capital for the trailing twelve months was 13
    percent, compared to 4 percent in the prior year. Adjusted return on
    invested capital for the trailing twelve months was 14 percent,
    compared to 11 percent in the prior year.

“During Q1, we generated $63 million in cash from operations, returned
$36 million to our shareholders through share repurchases, and for the
trailing twelve-month period, earned an adjusted return on invested
capital of 14 percent. In addition, we recently improved our liquidity
profile to enhance our financial strength and flexibility – all of which
reflect our disciplined approach to optimizing our business and
commitment to creating shareholder value,” said Chuck Dannewitz,
executive vice president, chief financial officer.

Business Outlook

  • For the quarter ending July 31, 2019, the Company anticipates:

    • Worldwide net sales to be in the range of $8.6 billion to $8.9
      billion
    • EPS to be in the range of $1.53 to $1.83 and non-GAAP EPS to be in
      the range of $2.15 to $2.45
    • An effective tax rate in the range of 24 percent to 26 percent
  • This guidance assumes an average U.S. dollar to euro exchange rate of
    $1.12 to €1.00 which compares to $1.17 to €1.00 in the year-ago period.

Webcast Details

Tech Data will hold a conference call today at 9:00 a.m. (ET) to discuss
its financial results for the first quarter ended April 30, 2019. A
webcast of the call, including supplemental schedules, will be available
to all interested parties and can be obtained at www.techdata.com/investor.
The webcast will be available for replay for three months.

Non-GAAP Financial Information

The non-GAAP financial information contained in this release is included
with the intention of providing investors a more complete understanding
of the Company’s operational results and trends, but should only be used
in conjunction with results reported in accordance with Generally
Accepted Accounting Principles (“GAAP”). Certain non-GAAP measures
presented in this release or other releases, presentations and similar
documents issued by the Company include sales, income or expense items
as adjusted for the impact of changes in foreign currencies (referred to
as “constant currency”), non-GAAP operating income, non-GAAP operating
margin, non-GAAP net income, non-GAAP earnings per diluted share and
Adjusted Return on Invested Capital. Certain non-GAAP measures also
exclude acquisition-related intangible assets amortization expense,
benefits associated with legal settlements, acquisition, integration and
restructuring expenses, value-added tax assessments and related interest
expense, tax indemnifications and changes in deferred tax valuation
allowances. A detailed reconciliation of the adjustments between results
calculated using GAAP and non-GAAP in this release is contained in the
attached financial schedules. This information can also be obtained from
the Company’s Investor Relations website at www.techdata.com/investor.

Forward-Looking Statements

Certain statements in this communication may contain “forward-looking
statements” within the meaning of the Private Securities Litigation
Reform Act of 1995. These statements, including statements regarding
Tech Data’s plans, objectives, expectations and intentions, Tech Data’s
financial results and estimates and/or business prospects, involve a
number of risks and uncertainties and actual results could differ
materially from those projected. These forward looking statements are
based on current expectations, estimates, forecasts, and projections
about the operating environment, economies and markets in which Tech
Data operates and the beliefs and assumptions of our management. Words
such as “expects,” “anticipates,” “targets,” “goals,” “projects,”
“intends,” “plans,” “believes,” “seeks,” “estimates,” variations of such
words, and similar expressions are intended to identify such forward
looking statements. In addition, any statements that refer to
projections of Tech Data’s future financial performance, our anticipated
growth and trends in our businesses, and other characterizations of
future events or circumstances, are forward looking statements. These
forward looking statements are only predictions and are subject to
risks, uncertainties, and assumptions. Therefore, actual results may
differ materially and adversely from those expressed in any forward
looking statements.

For additional information with respect to risks and other factors which
could occur, see Tech Data’s Annual Report on Form 10-K for the year
ended January 31, 2019, including Part I, Item 1A, “Risk Factors”
therein, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and
other securities filings with the Securities and Exchange Commission
(the “SEC”) that are available at the SEC’s website at www.sec.gov
and other securities regulators. Readers are cautioned not to place
undue reliance upon any such forward-looking statements, which speak
only as of the date made. Many of these factors are beyond Tech Data’s
control. Unless otherwise required by applicable securities laws, Tech
Data disclaims any intention or obligation to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise. Tech Data undertakes no duty to update any
forward looking statements contained herein to reflect actual results or
changes in Tech Data’s expectations.

About Tech Data

Tech Data connects the world with the power of technology. Our
end-to-end portfolio of products, services and solutions, highly
specialized skills, and expertise in next-generation technologies enable
channel partners to bring to market the products and solutions the world
needs to connect, grow and advance. Tech Data is ranked No. 88 on the
Fortune 500® and has been named one of Fortune’s “World’s
Most Admired Companies” for 10 straight years. To find out more, visit www.techdata.com or
follow us on TwitterLinkedIn,
and Facebook.

TECH DATA CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)
 
Three months ended April 30,
2019   2018
Net sales $ 8,406,424 $ 8,548,319
Cost of products sold   7,897,045   8,025,202
Gross profit 509,379 523,117
Operating expenses:
Selling, general and administrative expenses 405,816 422,361
Acquisition, integration, and restructuring expenses 6,221 33,225
Legal settlements and other, net   (282)   (2,965)
  411,755   452,621
Operating income 97,624 70,496
Interest expense 26,257 25,922
Other (income) expense, net   (693)   1,917
Income before income taxes 72,060 42,657
Provision for income taxes   16,660   8,958
Net income $ 55,400 $ 33,699
 
Earnings per share:
Basic $ 1.50 $ 0.88
Diluted $ 1.49 $ 0.87
Weighted average common shares outstanding:
Basic   37,011   38,281
Diluted   37,247   38,561
TECH DATA CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(In thousands, except par value and share amounts)
(Unaudited)
   
April 30, January 31,
2019 2019
ASSETS    
 
Current assets:
Cash and cash equivalents $ 797,500 $ 799,123
Accounts receivable, net 5,423,370 6,241,740
Inventories 3,260,840 3,297,385
Prepaid expenses and other assets   367,858   354,601
Total current assets 9,849,568 10,692,849
Property and equipment, net 271,906 274,917
Goodwill 887,175 892,990
Intangible assets, net 924,338 950,858
Other assets, net   378,762   174,938
Total assets $ 12,311,749 $ 12,986,552
 
 
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable $ 6,715,555 $ 7,496,466
Accrued expenses and other liabilities 984,366 1,000,126
Revolving credit loans and current maturities of long-term debt, net   123,092   110,368
Total current liabilities 7,823,013 8,606,960
Long-term debt, less current maturities 1,297,943 1,300,554
Other long-term liabilities   274,887   142,315
Total liabilities $ 9,395,843 $ 10,049,829
 
Shareholders’ equity:
Common stock, par value $0.0015; 200,000,000 shares authorized;
59,245,585
$ 89 $ 89
shares issued at April 30, 2019 and January 31, 2019
Additional paid-in capital 836,508 844,206
Treasury stock, at cost (22,483,529 and 22,305,464 shares at April
30, 2019
and January 31, 2019) (1,065,657) (1,037,872)
Retained earnings 3,141,914 3,086,514
Accumulated other comprehensive income   3,052   43,786
Total shareholders’ equity   2,915,906   2,936,723
Total liabilities and shareholders’ equity $ 12,311,749 $ 12,986,552
TECH DATA CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(In thousands)
(Unaudited)
 
Three months ended April 30,
2019   2018
Cash flows from operating activities:  
Cash received from customers $ 11,913,347 $ 11,514,374
Cash paid to vendors and employees (11,800,318 ) (12,038,399 )
Interest paid, net (35,101 ) (33,763 )
Income taxes paid (14,739 ) (8,830 )
Net cash provided by (used in) operating activities 63,189   (566,618 )
Cash flows from investing activities:
Expenditures for property and equipment (7,745 ) (4,894 )
Software and software development costs (7,534 ) (3,561 )
Other (548 ) (267 )
Net cash used in investing activities (15,827 ) (8,722 )
Cash flows from financing activities:
Principal payments on long-term debt (5,224 ) (2,899 )
Cash paid for debt issuance costs (1,028 )
Net borrowings (repayments) on revolving credit loans 14,227 (13,291 )
Payments for employee tax withholdings on equity awards (8,602 ) (6,255 )
Proceeds from the reissuance of treasury stock 495 442
Repurchases of common stock (35,681 )  

Net cash used in financing activities

(35,813 ) (22,003 )
Effect of exchange rate changes on cash and cash equivalents (13,172 ) (12,708 )
Net decrease in cash and cash equivalents (1,623 ) (610,051 )
Cash and cash equivalents at beginning of year 799,123   955,628  
Cash and cash equivalents at end of period $ 797,500   $ 345,577  
Reconciliation of net income to net cash provided by operating
activities:
Net income $ 55,400 $ 33,699
Adjustments to reconcile net income to net cash provided by (used
in) operating activities:

Depreciation and amortization

37,257 40,481
Provision for losses on accounts receivable 1,765 924
Stock-based compensation expense 8,305 7,587
Accretion of debt discount and debt issuance costs 378 378
Changes in operating assets and liabilities:
Accounts receivable 751,836 670,528
Inventories 2,450 (7,387 )
Prepaid expenses and other assets 2,245 (30,344 )
Accounts payable (706,381 ) (1,132,019 )
Accrued expenses and other liabilities (90,066 ) (150,465 )
Total adjustments 7,789   (600,317 )
Net cash provided by (used in) operating activities $ 63,189   $ (566,618 )
TECH DATA CORPORATION AND SUBSIDIARIES
GAAP TO NON-GAAP RECONCILIATION
(In thousands)
     
Three months ended April 30, 2019
Americas (1) Europe (1)   Asia Pacific (1)  

Stock
Compensation
Expense

Consolidated
Net Sales $ 3,789,198 $ 4,309,500 $ 307,726   $ 8,406,424
Operating income (GAAP) (1) $ 68,633 $ 36,420 $ 876 $ (8,305) $ 97,624
Acquisition, integration and restructuring expenses 2,911 3,024 286 6,221
Legal settlements and other, net (282) (282)
Tax indemnifications 320 320
Acquisition-related intangible assets amortization expense 13,440 6,115 1,324   20,879
Total non-GAAP operating income adjustments $ 16,069 $ 9,139 $ 1,930 $ – $ 27,138
Operating income (non-GAAP) $ 84,702 $ 45,559 $ 2,806 $ (8,305) $ 124,762
Operating margin (GAAP) 1.81% 0.85% 0.28% 1.16%
Operating margin (non-GAAP) 2.24% 1.06% 0.91% 1.48%
 
(1) GAAP operating income does not include stock
compensation expense at the regional level.
                 
Three months ended April 30, 2018
Americas (1) Europe (1) Asia Pacific (1)

Stock
Compensation
Expense

Consolidated
Net Sales $ 3,618,206 $ 4,661,702 $ 268,411   $ 8,548,319
Operating income (loss) (GAAP) (1) $ 61,342 $ 17,318 $ (577) $ (7,587) $ 70,496
Acquisition, integration and restructuring expenses 13,916 17,988 321 1,000 33,225
Legal settlements and other, net (2,965) (2,965)
Acquisition-related intangible assets amortization expense 13,643 8,329 1,332   23,304
Total non-GAAP operating income adjustments $ 24,594 $ 26,317 $ 1,653 $ 1,000 $ 53,564
Operating income (non-GAAP) $ 85,936 $ 43,635 $ 1,076 $ (6,587) $ 124,060
Operating margin (GAAP) 1.70% 0.37% -0.21% 0.82%
Operating margin (non-GAAP) 2.38% 0.94% 0.40% 1.45%
 
(1) GAAP operating income does not include stock
compensation expense at the regional level.
TECH DATA CORPORATION AND SUBSIDIARIES
GAAP TO NON-GAAP RECONCILIATION
(In thousands)
 
Selling, general and administrative expenses (“SG&A”) Three months ended April 30,
2019   2018
Net Sales $ 8,406,424 $ 8,548,319
SG&A Expenses (GAAP) $ 405,816 $ 422,361
Tax indemnifications (320)
Acquisition-related intangible assets amortization expense   (20,879)   (23,304)
SG&A Expenses (non-GAAP) $ 384,617 $ 399,057
 
SG&A Expenses (GAAP) % 4.83% 4.94%
SG&A Expenses (non-GAAP) % 4.58% 4.67%
  Three months ended April 30,
2019       2018    
Net Income   Diluted EPS Net Income   Diluted EPS
GAAP Results $55,400 $1.49 $33,699 $0.87
Acquisition, integration and restructuring expenses 6,221 0.17 33,225 0.86
Legal settlements and other, net (282) (0.01) (2,965) (0.08)
Value added tax assessments and related interest expense (928) (0.02)
Tax indemnifications 320 0.01
Acquisition-related intangible assets amortization expense 20,879 0.56 23,304 0.61
Income tax effect of tax indemnifications (320) (0.01)
Income tax effect of other adjustments above (6,321) (0.17) (12,908) (0.33)
Change in deferred tax valuation allowances (2,600) (0.07)
           
Non-GAAP Results $75,897   $2.04 $70,827   $1.84

Return on Invested Capital (ROIC)

 
 
Twelve months ended April 30,
TTM Net Operating Profit After Tax (NOPAT)*: 2019   2018
Operating income $ 520,930 $ 405,497
Income taxes on operating income (1)   (52,272)   (242,229)
NOPAT $ 468,658 $ 163,268
 
Average Invested Capital:
Short-term debt (5-qtr end average) $ 115,018 $ 262,413
Long-term debt (5-qtr end average) 1,361,506 1,683,828
Shareholders’ Equity (5-qtr end average)   2,881,968   2,745,501
Total average capital 4,358,492 4,691,742
Less: Cash (5-qtr end average)   (676,308)   (751,732)
Average invested capital less average cash $ 3,682,184 $ 3,940,010
ROIC 13% 4%
 
* Trailing Twelve Months is abbreviated as TTM.
(1) Income taxes on operating income was calculated using
the trailing twelve months effective tax rate.

Adjusted Return on Invested Capital (ROIC)

Twelve months ended April 30,
TTM Net Operating Profit After Tax (NOPAT), as adjusted*: 2019   2018
Non-GAAP operating income (1) $ 708,588 $ 603,559
Income taxes on non-GAAP operating income (2) (179,283) (178,518)
NOPAT, as adjusted $ 529,305 $ 425,041
 
Average Invested Capital, as adjusted:
Short-term debt (5-qtr end average) $ 115,018 $ 262,413
Long-term debt (5-qtr end average) 1,361,506 1,683,828
Shareholders’ Equity (5-qtr end average) 2,881,968 2,745,501
Tax effected impact of non-GAAP adjustments (3) 44,860 95,713
Total average capital, as adjusted 4,403,352 4,787,455
Less: Cash (5-qtr end average) (676,308) (751,732)
Average invested capital less average cash $ 3,727,044 $ 4,035,723
Adjusted ROIC 14% 11%
*   Trailing Twelve Months is abbreviated as TTM.

(1)

Represents operating income as adjusted to exclude acquisition,
integration and restructuring expenses, legal settlements and other,
net, gain on disposal of subsidiary, value added tax assessments,
acquisition-related intangible assets amortization expense, goodwill
impairment and tax indemnifications.

(2)

Income taxes on non-GAAP operating income was calculated using the
trailing twelve months effective tax rate adjusted for the impact of
non-GAAP adjustments during the respective periods.

(3)

Represents the 5 quarter average of the year-to-date impact of
non-GAAP adjustments.

Guidance Reconciliation

 
 
Three months ending July 31, 2019

Low end of
guidance range

High end of
guidance range

Earnings per share – diluted $1.53 $1.83
Acquisition, integration and restructuring expenses 0.59 0.59
Acquisition-related amortization of intangibles 0.24 0.24
Income tax effect of the above adjustments (0.21) (0.21)
Non-GAAP earnings per share – diluted $2.15 $2.45

Contacts

Investor Contact
Tania Almond
Investor Relations
Director
+1 727.538.7064
tania.almond@techdata.com

Media Contact
Bobby Eagle
Director, External
Communications
+1 727.538.5864
bobby.eagle@techdata.com

Cannabis

Sugarbud Announces Private Placement, Non-Dilutive Capital Equipment Financing and Rights Offering

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Sugarbud Craft Growers Corp. (TSXV: SUGR, SUGR.WT) (“Sugarbud“) is pleased to announce a non-brokered private placement (the “Private Placement“) for gross proceeds of $925,000 and the execution of an agreement in respect of non-dilutive equipment financing arrangements (the “Capital Equipment Financing“). Sugarbud is also pleased to announce a rights offering (the “Rights Offering“) to holders of common shares (“Common Shares“) of Sugarbud as of November 25, 2019 (the “Record Date“) for proceeds of up to approximately $5.2 million.

“Despite very challenging market conditions, we continue to make good progress with our overall capital financing efforts to fuel our expansion and strengthen our balance sheet, stated Sugarbud CEO, John Kondrosky. We remain mindful of overall shareholder value and continue to approach our capital funding requirements in a measured and balanced manner. Combined with a strong insider lead Private Placement, significant non-dilutive Capital Equipment Financing and the planned Rights Offering, Sugarbud is well positioned to drive meaningful progress and sustainable growth heading into 2020″, added Mr. Kondrosky.

Pursuant to the Private Placement, Sugarbud will issue 18,500,000 units (“Units”) of Sugarbud at a price of $0.05 per Unit, for total proceeds of $925,000. Each Unit will be comprised of one Common Share and one Common Share purchase warrant (each, a “Warrant“). Each Warrant will entitle the holder to purchase one Common Share at a price of $0.10 for a period of two years from the date of issuance, subject to early expiry in the event that the 5-day volume weighted average trading price of the Common Shares (“VWAP“) equals or exceeds $0.125.

The Common Shares and Warrants will be subject to a four month hold period under applicable securities laws in Canada. The Private Placement is fully subscribed and committed and is expected to close on or before November 18, 2019, subject to customary closing conditions, including the approval of the TSX Venture Exchange (the “TSXV“).

Due to the participation of directors, officers and other insiders of Sugarbud, who are related parties of Sugarbud pursuant to Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101“), the Private Placement will constitute a “related party transaction” within the meaning of MI 61-101. In its consideration and approval of the Private Placement, the board of directors of Sugarbud determined that the Private Placement was exempt from the formal valuation and minority approval requirements of MI 61-101 on the basis that the fair market value of the Private Placement to related parties did not exceed 25% of the market capitalization of Sugarbud, in accordance with Sections 5.5 and 5.7 of MI 61-101.

Pursuant to the Capital Equipment Financing, Sugarbud has the opportunity to utilize equipment financing to advance the final build out and full scale-up of two existing cultivation rooms and one new room.  Under the terms of the agreement, Grand HVAC will provide Sugarbud with $0.4 million in immediate vendor lease back funds for capital equipment already deployed at the Company’s cultivation facility in Stavely, Alberta (the “Stavely Facility“).  The agreement has a six-year term and includes the option to buyout the equipment.  The Capital Equipment Financing allows the Company to better utilize the collateral value associated with its Stavely Facility.

The Company is pursuing similar financing terms for the acquisition of additional HVAC, lighting and racking equipment associated with the final scale-up of the two licensed cultivation rooms Phase 1a and the first new cultivation room within Phase 1b.  Such lease financing would allow the Company to fund approximately 75% ($2.2 million) of the $3.0 million estimated costs associated with the buildout.   

Upon completion of this near-term capital expansion plan, Sugarbud estimates that it will have a dried cannabis production design capacity of approximately 4,150,550 – 5,836,800 grams annually. Sugarbud expects the final scale up of Phase 1a to be complete prior to starting their second harvest cycle in early Q1 2020 and the additional cultivation room in Phase 1b to be complete and fully licensed by Q3 of 2020.

Please click here to access and view an updated version of the Company’s corporate presentation.

Pursuant to the Rights Offering, each holder (“Eligible Holder“) of Common Shares as of the Record Date that is a resident in any province of territory of Canada (other than Québec) (the “Eligible Jurisdictions“) will receive one transferable right (each, a “Right“) for every Common Share held.  Every four Rights will entitle the holder to purchase one Unit at a price of $0.0550 until 4:00 p.m. (Calgary time) on the expiry date of December 20, 2019 (the “Expiry Date“), after which all outstanding Rights will terminate. Each Unit will be comprised of one Common Share and one Warrant. The Warrants issued pursuant to the Rights Offering will be on the same terms as those issued pursuant to the Private Placement, including early expiry upon the VWAP equaling or exceeding $0.125. Subscribers of Units under the Private Placement will have a right to participate in the Rights Offering with respect to any Common Shares acquired pursuant to the Private Placement.

There will be no additional subscription privilege and no standby commitment in respect of the Rights Offering. The completion of the Rights Offering will not be subject to Sugarbud receiving any minimum amount of subscriptions from Eligible Holders.

The Rights Offering will be made in the Eligible Jurisdictions and in such other jurisdictions where Sugarbud is eligible to make such offering. Details of the Rights Offering will be described in the rights offering circular (the “Rights Offering Circular“), which will be filed on Sugarbud’s profile on the SEDAR website on the Record Date.

Subject to the receipt of final approval from the TSXV, the Common Shares are expected to commence trading on the TSXV on an ex-Rights basis at the opening of business on November 22, 2019. This means that Common Shares purchased on or following November 22, 2019 will not be entitled to receive Rights under the Rights Offering. At that time, the Rights are expected to be posted for trading on a “when issued” basis on the TSXV under the symbol “SUGR.RT”. Trading of the Rights is expected to continue until 10:00 a.m. (Calgary time) on the Expiry Date.

All shareholders of Sugarbud as of the Record Date will be offered Rights. Accordingly, up to 94,349,114 Common Shares and up to 94,349,114 Warrants will be subscribed for under the Rights Offering. Only Eligible Holders will be issued and forwarded certificates representing the number of Rights they are entitled to (“Rights Certificates“).

Registered shareholders wishing to exercise their Rights must forward the completed Rights Certificates along with the applicable funds to the depositary for the Rights Offering, Computershare Trust Company of Canada, by 4:00 p.m. on the Expiry Date. Shareholders who own their Common Shares through an intermediary, such as a bank, trust company, securities dealer or broker, will receive materials and instructions from their intermediary.

The Rights Offering notice will be delivered to all shareholders of Sugarbud as of the Record Date. Rights Certificates will not be issued and forwarded to holders of Common Shares not resident in the Eligible Jurisdictions.

Completion of the Rights Offering is subject to receiving all necessary regulatory approvals, including, but not limited to, final approval from the TSXV.

Sugarbud will raise gross proceeds of up to approximately $5.2 million pursuant to the sale of Common Shares and Warrants under the Rights Offering, assuming 100% participation. Sugarbud will use the proceeds of the Private Placement, Capital Equipment Financing and Rights Offering to further develop its high capacity state-of-the-art vertical cannabis cultivation facility in Stavely, Alberta and for general working capital purposes.

 

SOURCE SugarBud Craft Growers Corp.

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Cannabis

Jushi Holdings Inc. Provides Shareholder Update and Reports Third Quarter 2019 Financial Results

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Jushi Holdings Inc. (“Jushi” or the “Company”) (NEO: JUSH.B) (OTCQX: JUSHF), a globally-focused, multi-state cannabis and hemp operator, today is providing a shareholder update and reporting its financial results for the third quarter ended September 30, 2019. All financial information is provided in U.S. dollars unless otherwise indicated.

“During the third quarter of 2019, we generated revenue of $3.6 million, an increase sequentially from $0.2 million, due primarily to commencement of retail operations in Pennsylvania and New York, and cultivation and manufacturing in Nevada. Additionally, we reported a net gain of $13.2 million in other income primarily from sale of our minority stake in Gloucester Street Capital resulting in net income of $4.2 million for the quarter,” stated Jim Cacioppo, CEO and Chairman of Jushi.

“In the five months since becoming a public company and the related financing, we have methodically invested our capital targeting attractive adult-use and limited license medical markets that today include PennsylvaniaVirginiaCaliforniaNew YorkNevadaOhio and Illinois. In Pennsylvania, for example, our BEYOND/HELLO™ brand has established a major footprint in a limited license medical state with five retail dispensaries operational today and at least one to two more projected before the end of the year with three to five more projected to open in the first half of 2020. We continue to explore further growth opportunities, increasing our applications pipeline to ten pending and over 30 planned application submissions in 2019 and 2020. The pipeline includes applications in existing states in which we operate such as California and New York as well as new markets that fit within our strategy such as FloridaGeorgiaIllinoisMichiganMissouri and New Jersey. Led by our team of industry, operations and finance experts, we remain confident in the opportunity ahead for our continued expansion,” concluded Mr. Cacioppo.

Key Developments for the Quarter Ending to Date:

  • PennsylvaniaDuring the quarter, the Company’s BEYOND/HELLO™ retail chain, which brings high-quality personalized marijuana treatments and products to patients, opened three new medical marijuana dispensaries in PhiladelphiaScranton and Johnstown, Pennsylvania. In September, Jushi signed a definitive agreement to acquire the majority ownership of Agape Total Health Care Inc (“Agape”), another Pennsylvania Dispensary Permittee. Agape plans to open three retail locations in the Philadelphia region, Reading and Pottsville. Between BEYOND/HELLOTM and Agape, the total retail locations could reach 15 in Pennsylvania a key east coast limited license medical market. We anticipate opening all 15 dispensaries by the end of 2020 in a steady progression throughout Q4 2019 and in each quarter of 2020.
  • Nevada: In July, the Company’s subsidiary Production Excellence, LLC (“Production Excellence”) received local City of North Las Vegas authorization to enter the greater Las Vegas, Nevada market under a management services agreement with Franklin Bioscience NV, LLC (“Franklin Bioscience Nevada”). Franklin Bioscience Nevada holds medical and adult‐use cannabis cultivation, processing and distribution licenses issued by the Nevada Department of Taxation and currently operates cultivation, production and distribution facilities in North Las Vegas, Nevada.
  • California: Through acquisitions and new license applications, Jushi currently expects to have four retail store openings in 2020 in four high income and well trafficked cities: San DiegoSanta BarbaraMalibu and Culver City. In each dispensary, the Company plans to offer delivery services subject to regulatory approvals. Of the four, the San Diego and Santa Barbara dispensaries are expected to be operational by Jushi in the first quarter of 2020.
  • VirginiaIn September, the Company completed the acquisition of the majority of the membership interests in Dalitso LLC, a Virginia-based pharmaceutical processor for medical cannabis extracts. Dalitso is currently one of only five applicants to receive conditional approval for a permit issued by the Virginia Board of Pharmacy to cultivate and process medical cannabis, and to dispense and deliver CBD oil and THC-A oil extracts in Virginia. Dalitso’s conditional approval is for the northeast region of Virginia, covering approximately 28.2% of the commonwealth’s total population.
  • New YorkIn October, Jushi closed the sale of its 16.5% ownership interest in Gloucester Street Capital, the parent company of Valley Agriceuticals, LLC, which holds one of ten New York medical cannabis licenses, to Cresco Labs Inc. (CSE: CL) (OTCQX: CRLBF). The approximate total market value of cash, short-term notes and securities received by Jushi for the sale of its 16.5% interest is approximately $15 million to $20 million (depending on the contingency payouts).
  • Applications: In July, Jushi’s wholly-owned subsidiary received approval from Culver City to move forward with submitting a CUP application for a retail and delivery permit. The Company has ten pending applications and has a planned pipeline of over 30 application submissions for 2020.
  • Significant Settlement: In October, the Company received $5 million cash pursuant to a confidential legal settlement.

Third Quarter 2019 Financial Highlights

Q3 2019

Q3 2018

%
change

Revenue

$3,588,233

$120,792

2871%

Gross profit

$1,548,199

$120,792

1182%

Net income (loss)

$4,156,317

$(2,329,915)

278%

Net income (loss) per share – basic

Net income (loss) per share – diluted

$0.05

$0.04

$(0.05)

$(0.05)

190%

176%

Financial Results for the Third Quarter Ended September 30, 2019

Revenue for the third quarter of 2019 increased 2871% to $3.6 million, compared to $0.1 million in the third quarter of 2018 due to revenue from operations.

Gross profit for the third quarter of 2019 was $1.5 million, resulting in gross margin of 43%, compared to $0.1 million for the third quarter of 2018. The increase over the prior year was primarily due to the increase in retail sales.

Net income for the third quarter of 2019 was $4.2 million, or $0.04 per diluted share, compared to a net loss of $2.3 million, or $0.05 per share, in the third quarter of 2018. During the quarter, the Company reported a gain on a financial asset of approximately $9.2 million and one-time other income of approximately $5 million.

Balance Sheet and Liquidity

The Company had cash of $26.8 million, short term investments of $1.3 million, total current assets of $59.5 million and current liabilities of $22.9 million as of September 30, 2019.  The Company had net working capital of $36.6 million.

In addition, Jushi expects to receive an additional $15 million – $20 million in cash, securities and cash earn-out from the sale of its 16.5% ownership interest in Gloucester Street Capital.

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Cannabis

Village Farms International Reports Third Quarter 2019 Financial Results – Canadian Cannabis JV, Pure Sunfarms, Achieves Fourth Consecutive Quarter of Positive EBITDA, All-In Cost of Production of C$0.63 per Gram, Gross Margin of 69% and EBITDA Margin of 56%

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Photo source: theemeraldmagazine.com

 

Village Farms International, Inc. (“Village Farms” or the “Company”) (TSX: VFF) (NASDAQ: VFF) today announced its financial results for the third quarter and nine-month period ended September 30, 2019.  All figures are in U.S. dollars unless otherwise indicated.

Village Farms’ Financial and Corporate Highlights for the Third Quarter Ended September 30, 2019
(All comparable figures are for the third quarter ended September 30, 2018)

  • Produce sales were US$38.3 million compared with US$39.7 million;
  • Net loss before tax of (US$6.5 million) and included the loss from Pure Sunfarms Corp. (“Pure Sunfarms”) of (US$0.9 million) (Village Farms’ share based on its 50% ownership).  This compares with a net loss before tax of (US$2.7 million);
  • Loss per share was (US$0.10) compared with loss per share of (US$0.04);
  • EBITDA loss was (US$2.4 million), including the positive contribution from Pure Sunfarms of US$5.0 million (C$6.6 million) (Village Farms’ 50% share).  This compares with an EBITDA loss of (US$2.0 million); and
  • Subsequent to quarter end, completed a bought deal offering of 3,059,000 common shares at a price of C$9.40 per share for aggregate gross proceeds to the Company of C$28,754,600.

Third Quarter Financial Results for Village Farms’ Canadian Cannabis Joint Venture, Pure Sunfarms
(There were are no comparable results for the third quarter ended September 30, 2018 as no production existed.)

  • Net sales (before Village Farms’ 50% share), which consisted entirely of dried cannabis sold predominantly to other licensed producers, were C$24.0 million (US$18.1 million).  Late in the third quarter, Pure Sunfarms began shipping branded packaged product to the Ontario Cannabis Store (“OCS”);
  • Sales for the third quarter did not include C$7.2 million that was invoiced to Emerald Health Therapeutics (see “Update on Pure Sunfarms’ Supply Agreement with Emerald Health Therapeutics” below);
  • Cost of goods sold (“all in cost”) per gram was C$0.63 (US$0.48) per gram;
  • Gross margin was 69%;
  • Selling, general and administrative expenses (before Village Farms’ 50% share) of C$3.7 million (US$2.8 million) or 12% of revenue;
  • Net loss (before Village Farms’ 50% share) of (C$2.4 million) ((US$1.8 million)) which included the non-cash impact of a net charge of (C$12.6 million) due to a change in value of the biological asset; and,
  • EBITDA (before Village Farms’ 50% share) was C$13.3 million (US$10.1 million), marking Pure Sunfarms’ fourth consecutive quarter of positive EBITDA and resulting in an EBITDA margin of 56%.

Recent Highlights for Village Farms’ Canadian Cannabis Joint Venture, Pure Sunfarms

  • Pure Sunfarms was the top performing brand of dried flower by both kilograms sold and dollar sales with the OCS in October 2019, achieving 16% market share (by kilograms sold).  Pure Sunfarms’ dried flower products outsold the second ranked dried flower brand’s products two to one (by kilograms sold).  In addition:
    • Pure Sunfarms’ Afghan Kush was the top selling dried flower product with the OCS in October;
    • Three of the seven top selling dried flower products with the OCS in October were Pure Sunfarms products

      Pure Sunfarms shipped its first order of branded dried cannabis products to the OCS in late September (followed by multiple reorders) following receipt from Health Canada on September 6, 2019 of the amendment to its license permitting it to sell and distribute packaged, branded dried cannabis products directly to provincial/territorial wholesalers and authorized private retailers in Canada;
  • In B.C., Pure Sunfarms’ sold out its first order to the BC Liquor Distribution Branch (“BCLDB”) (which has since re-ordered) in under three weeks to rank among the top ten brands by sales for all product categories in October.  Pure Sunfarms began selling branded, packaged dried cannabis products to the BCLDB in October following entry into a supply agreement in September;
  • Completed installation of extraction equipment (with processing capacity of 35,000 kilograms of biomass annually) in its new 65,000 square foot state-of-the-art processing center within the Delta 3 greenhouse facility in preparation for Cannabis 2.0. The processing centre has been designed for full GMP compliance and certification to allow for future exportation, and is expected to be operational as soon as possible, subject to Health Canada licensing and in-house calibration and testing;
  • Achieved full run-rate annual production of 75,000 kilograms of dried cannabis at its 1.1 million square foot Delta 3 greenhouse facility; and
  • Commenced conversion of the interior of its second 1.1 million square foot greenhouse operation, the Delta 2 greenhouse facility, for cannabis production, which is conservatively expected to double Pure Sunfarms’ annual output at full production to more than 150,000 kilograms.  Conversion of the Delta 2 greenhouse facility, which has been designed for full GMP compliance and certification to all for future exportation, remains on schedule, with cannabis production expected to commence during the second quarter of 2020 and the facility is expected to be operating at full run rate production by the end of 2020.  Pure Sunfarms has submitted to Health Canada its application for the initial Cultivation License for the Delta 2 greenhouse facility.

Recent Highlights for Village Farms’ U.S. Hemp/CBD Program

The Company’s joint ventures for outdoor hemp production and processing in the U.S. recently completed harvesting of approximately 625 acres of the approximately 870 acres of hemp planted in 2019, achieving an average yield of approximately 1,600 pounds per acre harvested, well in excess of its projections. The Company expects to commence sales of hemp biomass as early as the fourth quarter of 2019.

“We are pleased to report another quarter in which Pure Sunfarms continued to set the standard for performance as a best-in-class cannabis operation, which again drove strong financial performance,” said Michael DeGiglio, Chief Executive Officer, Village Farms.  “Pure Sunfarms’ achieved its fourth consecutive quarter of positive EBITDA, with an industry leading all-in cost of production of C$0.63, gross margin of 69% and EBITDA margin of 56%.  In the 12 months since adult-use cannabis was legalized in Canada in October 2018, Pure Sunfarms has already generated C$47 million in EBITDA, an especially impressive number given that its operations were ramping up throughout most of that period.”

“Pure Sunfarms is now proving itself as a leading cannabis brand, ranking as the number one selling dried flower brand by a wide margin with the Ontario Cannabis Store in October, and having the overall top selling dried flower product, as well as three of the seven top-selling dried flower product. We look forward to Pure Sunfarms building on this tremendous initial success as it launches its pre-rolled dried products, adds provincial supply agreements, starts its extraction operations online for the roll out of oils and other new product forms under Cannabis 2.0 in the first half of next year, and more than doubles its output, further supporting its low production costs.”

“Pure Sunfarms continues to execute very well on what is under its control.  Even as one of the largest Canadian adult-use cannabis suppliers by dollars sold, third quarter sales were constrained by the limited physical retail store infrastructure in Canada, as well as the C$7.2 million that could not be recognized. We built Pure Sunfarms, however, for profitability out of the gate, even in a commoditized environment, and it is one of the few and most profitable Canadian cannabis companies.  With industry-leading cost production and a brand and products that are clearly resonating with consumers, Pure Sunfarms remains well positioned to continue to be a dominant supplier as the Canadian adult-use cannabis market continues to develop and expand.”

“In our U.S. outdoor hemp program, we recently completed harvest of our 2019 crop, highlighted by yields that were well above our projections.  We remain on track to begin generating profitable hemp sales as early as the fourth quarter of this year.  Importantly, our first growing season has provided significant learnings that will be invaluable going forward.  In our greenhouse hemp program, we continue to work with Texas Department of Agriculture on the implementation of its hemp regulatory framework subject to the recently published US Department of Agriculture rules and are optimistic that licensing could commence in the first quarter of 2020.  As we did in Canada with Pure Sunfarms, we are building a rock-solid foundation of exceptional growing operations from which to aggressively pursue our objective to launch our own white-labelled and branded CBD products in 2020.”

“In our produce business, we continue to make steady progress in the transition of the production displaced for cannabis and hemp production to third-party growing partners, recently adding approximately 120 acres with partners in Mexico and Canada to bring the total to nearly 300 acres.  During this period of transition, we will continue to experience some impact on our financial results, more so in some quarters than others, which in the third quarter contributed to a net loss for the produce business of US$5.1 million.”

Update on Pure Sunfarms’ Supply Agreement with Emerald Health Therapeutics

Pursuant to the terms of a Supply Agreement that Pure Sunfarms has with Emerald Health, Emerald has an obligation to purchase 40% of Pure Sunfarms cannabis production at a fixed price, subject to the terms and conditions of the Supply Agreement. To the extent that Emerald does not fulfill its purchase obligation, Pure Sunfarms is able to sell that excess production to other parties in the open market. The Supply Agreement stipulates that Emerald is required to pay Pure Sunfarms the difference between the fixed price and the selling price realized from other parties.  During the quarter ended September 30, 2019, Emerald did not fulfill its purchase obligation and Pure Sunfarms sold the product on the open market to arm’s length parties at prices lower than the fixed price in the Supply Agreement. As a result, under the terms of the Supply Agreement, Pure Sunfarms billed Emerald for the difference which amounted to approximately C$7.2 million. On October 15, 2019, Emerald issued a press release that indicated they do not agree that they have any liability with respect to these amounts.

Under IFRS 15 – Revenue from contracts with customers (paragraph 9 (e))a customer needs to have an intent and ability to pay in order for a company to recognize revenue. Given that Emerald has issued a press release indicating that they do not agree that they have a liability with respect to these amounts, Pure Sunfarms has determined that all of the criteria under IFRS 15 to recognize this revenue were not met as Emerald has demonstrated that they do not have an intent to pay, and as a result has not recorded the revenue related to these amounts.

We understand that Emerald is in the process of investigating its liability to Pure Sunfarms.  If Emerald does not agree to the liability, Pure Sunfarms has reserved the right to take such actions as it considers necessary and appropriate to recover its losses from Emerald for non-payment of amounts owing under the Supply Agreement.   If Emerald were to agree to the liability in the future, such liability would be recognized in the revenue and profits of Pure Sunfarms, at such time in accordance with generally accepted accounting principles.

Summary Statutory Results
(in thousands of U.S. Dollars unless otherwise indicated)

For the three months
ended September 30,

For the Nine months
ended September 30,

2019

2018

2019

2018

Produce sales

$38,293

$39,684

$111,512

$111,213

Cost of sales

(38,866)

(36,862)

(114,711)

(103,915)

Selling, general and administrative expenses

(3,739)

(3,442)

(11,682)

(10,486)

Stock compensation expense

(868)

(190)

(3,190)

(447)

Change in biological asset (1)

(627)

(1,189)

(97)

(992)

Loss from operations

(5,807)

(1,999)

(18,168)

(4,627)

Interest expense, net

(393)

(618)

(1,503)

(1,906)

Foreign exchange gain (loss)

(183)

(73)

338

(87)

Other income, net

69

17

219

61

Share of income (loss) from joint ventures

(171)

(28)

17,939

(369)

Gain on disposal of assets

(8)

13,558

(Provision for) recovery of income taxes

1,421

712

81

1,513

Net income (loss)

(5,072)

(1,989)

12,464

(5,415)

Consolidated EBITDA (2)

2,383

897

8,256

1,394

Earnings (loss) per share – basic

($0.10)

($0.04)

$0.26

($0.12)

Earnings (loss) per share – diluted

($0.10)

($0.04)

$0.25

($0.12)

Summary Results Including Joint Ventures, on a Proportionate Basis

The following results reflect the Company’s proportionate share of the Pure Sunfarms joint venture operations, as this is the basis on which management bases its operating decisions and performance.  For a reconciliation to the results in accordance with International Financial Reporting Standards (“IFRS”) refer to the “Reconciliation of IFRS to Proportionate Results” as presented below and in Management’s Discussion & Analysis (“MD&A”).

(in thousands of U.S. Dollars unless otherwise indicated)

For the three months
ended September 30,

For the six months
ended September 30,

2019(3)

2018(3)

2019(3)

2018(3)

Consolidated sales

$47,335

$39,779

$138,076

$111,308

Cost of sales

(41,711)

(36,934)

(121,443)

($103,987)

Selling, general and administrative expenses

(5,376)

(3,756)

(14,860)

(11,302)

Change in biological asset (1)

(4,057)

(921)

6,873

(564)

Gain on disposal of assets

(8)

13,558

Net income (loss)

(5,072)

(1,989)

12,464

(5,415)

EBITDA(2)

$2,377

$897

$8,256

$1,394

Earning (loss) per share – basic

($0.10)

($0.04)

$0.26

($0.12)

Earning (loss) per share – diluted

($0.10)

($0.04)

$0.25

($0.12)

Notes:

(1)

Biological asset consists of the Company’s produce on the vines and Pure Sunfarms’ crop at the period end.  Details of the changes are described in note 5 of the Company’s interim condensed consolidated financial statements for the nine months ended September 30, 2019.

(2)

EBITDA is not a recognized earnings measure and does not have a standardized meaning prescribed by IFRS.  Therefore, EBITDA may not be comparable to similar measures presented by other issuers.  See “Non-IFRS Measures”.  Management believes that EBITDA is a useful supplemental measure in evaluating the performance of the Company. Consolidated EBITDA includes the Company’s 50% interest in Pure Sunfarms, 65% interest in VFH and 60% (effective 63.25% with VFH interest) interest in AVGGH.

(3)

The consolidated financial results above reflect the proportionate share of the Company’s share of revenues and expenses from its joint venture operations, as this is the basis which management bases its operating decisions and performance evaluation.  IFRS does not allow for the inclusion of the joint venture on a proportionate basis.  These results include additional non-IFRS measures such as EBITDA.

The results are not generally accepted measures of financial performance under IFRS.  The Company’s method of calculating these financial performance measures may differ from other companies and accordingly, they may not be comparable to measures used by other companies.  Refer to the MD&A for a reconciliation of these non-IFRS measures and proportionate results.

Financial Highlights
(All amounts in U.S. Dollars unless otherwise indicated.)

Cannabis

For the three months ended September 30, 2019.  There are no comparable results for the three months ended September 30, 2018 as no production existed.

The Company’s 50% share of net sales of Pure Sunfarms for the three months ended September 30, 2019 was $9,042.  Total Pure Sunfarms sales consisted of close to approximately 12,000 kilograms of flower and trim sold at an average selling price of over $1.50 per gram (C$2.00 per gram) during the three months ended September 30, 2019. Sales for the three months ended September 30, 2019 were predominantly to other licensed producers and do not include $5.4 million (C$7.2 million) invoiced to Emerald that was not able to be recognized as per the discussion above.

The Company’s 50% share of cost of sales of Pure Sunfarms for the three months ended September 30, 2019 was $2,845.

The Company’s 50% share of selling, general and administrative expenses of Pure Sunfarms for the three months ended September 30, 2019 was $1,415.

The Company’s 50% share of net loss for the three months ended September 30, 2019 was ($918) compared to ($28) for the three months ended September 30, 2018.  The net loss for the three months ended September 30, 2019 is due to a change in the biological asset of ($4.8 million).

The Company’s 50% share of EDITDA for the three months ended September 30, 2019 was $5,033 compared to ($12) for the three months ended September 30, 2018.

For the nine months ended September 30, 2019.  There are no comparable results for the nine months ended September 30, 2018 as no production existed

The Company’s 50% share of net sales of Pure Sunfarms for the nine months ended September 30, 2019 was $26,564.  Total Pure Sunfarms sales consisted of close to 24,600 kilograms of flower and trim during the nine months ended September 30, 2019, at an average sales price of approximately $2.15 per gram (C$2.85 per gram).

The Company’s 50% share of cost of sales of Pure Sunfarms for the nine months ended September 30, 2019 was $6,732 (based on total grams sold of close to 24,600 kilograms), or approximately $0.55 per gram (C$0.73 per gram).

The Company’s 50% share of selling, general and administrative expenses of Pure Sunfarms for the nine months ended September 30, 2019 was $2,808 and primarily consisted of personnel costs and Health Canada fees.

Income from operations for the Company’s 50% share of Pure Sunfarms was $22,658 for the nine months ended September 30, 2019.

The Company’s 50% share of net income for the nine months ended September 30, 2019 was $17,342 versus a loss of ($369) for the nine months ended September 30, 2018.

The Company’s 50% share of EBITDA for the nine months ended September 30, 2019 was $17,704 versus ($363) for the same period in 2018.

Produce

For the three months ended September 30, 2019 compared to the three months ended September 30, 2018.

Sales for the three months ended September 30, 2019 decreased by ($1,391), or (4%), to $38,293 from $39,684 for the three months ended September 30, 2018.  The decrease in sales is primarily due to a decrease in the Company’s product volume, as well as a decrease in supply partner revenue.

Cost of sales for the three months ended September 30, 2019 increased by $2,004, or 5%, to $38,866 from $36,862 for the three months ended September 30, 2018, primarily due to an increase in cost per pound from the Texas facilities, which is due to production issues that caused decreases in production.  The decrease in production for the crop causes an increase in cost per pound as most costs are fixed and, as production decreases, cost per pound increases.

For the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018.

Sales for the nine months ended September 30, 2019 increased $299, or less than 1%, to $111,512 compared to $111,213 for the nine months ended September 30, 2018.   The increase in net sales is due to an increase in supply partner revenues of 12% over the comparable period in 2018 partially offset by a (14%) decrease in the Company’s production volume.  The decrease in the Company’s production volume is primarily due to a clean-out in one of Company’s facilities (which did not occur in the last three years) and ongoing virus pressure at the Company’s Texas facilities.

Cost of sales for the nine months ended September 30, 2019 increased $10,796, or 10%, to $114,711 from $103,915 for the nine months ended September 30, 2018, due to an increase in supply partner purchases of 12% and an increase in the cost per pound of the Company’s own grown product in Texas due to decreased pounds and higher labor costs, due to the higher utilization of hourly rate contract laborers versus Village Farms’ employees for the 2018/2019 crop as compared to the prior crop.

Consolidated EBITDA

EBITDA for the three months ended September 30, 2019 increased by $4,339 to $5,236 from $897 for the three months ended September 30, 2018. The increase is primarily as a result of an increase in the Company’s share of EDITDA from Pure Sunfarms of $7,886 partially offset by an increase in the loss from operations for the Company’s produce business.

EBITDA for the nine months ended September 30, 2019 increased $9,713 to $11,109 from $1,394 for the nine months ended September 30, 2018, primarily as a result of an increase in the Company’s share of income from Pure Sunfarms (Pure Sunfarms EBITDA – $20,558) partially offset by an increase in the loss from the Company’s produce business.

Non-IFRS Measures

References in this MD&A to “EBITDA” are to earnings before interest, taxes, depreciation, amortization, foreign currency exchange gains and losses on translation of long-term debt, unrealized gains on the changes in the value of derivative instruments, unrealized change in biological asset, stock compensation, and gains and losses on asset sales.  EBITDA is a cash flow measure that is not recognized under IFRS and does not have a standardized meaning prescribed by IFRS. Therefore, EBITDA may not be comparable to similar measures presented by other issuers. Investors are cautioned that EBITDA should not be construed as an alternative to net income or loss determined in accordance with IFRS as an indicator of the Company’s performance or to cash flows from operating, investing and financing activities as measures of liquidity and cash flows. Management believes that EBITDA is an important measure in evaluating the historical performance of the Company.

Reconciliation of Net Income to EBITDA

The following table reflects a reconciliation of net income to EBITDA, as presented by the Company:

(in thousands of U.S. dollars)

For the three months
ended September 30, 

For the nine months
ended September 30,

2019

2018

2019

2018

Net income (loss)  

($5,072)

($1,989)

$12,464

($5,415)

Add:

Amortization

1,818

1,748

5,587

5,271

Foreign currency exchange loss (gain) 

183

73

(338)

87

Interest expense, net

393

618

1,503

1,906

Income taxes (recovery)

(1,421)

(712)

(81)

(1,513)

Stock based compensation

868

190

3,190

447

Change in biological asset

627

1,189

97

992

Change in biological asset for JV’s

3,430

(267)

(6,970)

(428)

Interest expense for JV’s

249

446

Amortization for JV’s

244

37

668

37

Foreign currency exchange loss (gain) for JV’s

(7)

10

(14)

10

Income taxes (recovery) from JV’s

1,057

5,262

Gain on disposal of assets

8

(13,558)

EBITDA

$2,377

$897

$8,256

$1,394

EBITDA for JV’s (See table below)

$4,806

($248)

$17,331

($750)

EBITDA excluding JVs(produce)

($2,429)

$1,145

($9,076)

$2,144

Breakout of JV’s EBITDA

(in thousands of U.S. dollars)

For the three months
ended September 30, 

For the nine months
ended September 30,

2019

2018

2019

2018

Pure Sunfarms EBITDA

$5,033

($248)

$17,704

($750)

VFH EBITDA

(204)

(330)

AVGGH EBITDA

(23)

(43)

Total JV’s EBITDA

$4,806

($248)

$17,331

($750)

Reconciliation of IFRS to Proportionate Results

The following tables are a reconciliation of the IFRS results to the proportionate results (which include the Company’s proportionate share of the Pure Sunfarms operations):

For the three months ended September 30, 2019

Produce

PSF(4)

Hemp(4)

Total

Sales

$38,293

$9,042

$-

$47,335

Cost of sales

(38,866)

(2,845)

(41,711)

Selling, general and administrative expenses

(3,739)

(1,415)

(222)

(5,376)

Stock compensation expense

(868)

(868)

Change in biological asset (5)

(627)

(4,765)

1,336

(4,056)

Other income (expense) net

(507)

(140)

(99)

(746)

(Provision for) recovery of income taxes

1,421

(794)

(268)

359

Net income (loss)

($4,901)

($918)

$747

($5,072)

EBITDA (6)

($2,422)

$5,033

($227)

$2,383

Earnings (loss) per share – basic

($0.10)

($0.02)

$0.02

($0.10)

Earnings (loss) per share – diluted

($0.10)

($0.01)

$0.01

($0.10)

For the three months ended September 30, 2018

Produce

PSF(4)

Hemp(4)

Total

Sales

$39,684

$95

$39,779

Cost of sales

(36,862)

(72)

(36,934)

Selling, general and administrative expenses

(3,442)

(314)

(3,756)

Stock compensation expense

(190)

(190)

Change in biological asset (5)

(1,189)

268

(921)

Other income (expense) net

(674)

(5)

(679)

Recovery of income taxes

712

712

Net income (loss)

($1,961)

($28)

($1,989)

EBITDA (6)

$1,145

($248)

$897

Earnings (loss) per share – basic

($0.03)

($0.01)

($0.04)

Earnings (loss) per share – diluted

($0.03)

($0.01)

($0.04)

For the nine months ended September 30, 2019

Produce

PSF(4)

Hemp(4)

Total

Sales

$111,512

$26,568

$138,076

Cost of sales

(114,711)

(6,732)

(121,443)

Selling, general and administrative expenses

(11,682)

(2,808)

(370)

(14,860)

Stock compensation expense

(3,190)

(3,190)

Change in biological asset (5)

(97)

5,634

1,336

6,873

Gain on disposal of assets

13,558

13,558

Other income (expense) net

(946)

(273)

(150)

(1,369)

(Provision for) recovery of for income taxes

81

(5,043)

(219)

(5,181)

Net income (loss)

($5,475)

$17,342

$597

$12,464

EBITDA (6)

($9,076)

$17,704

($373)

$8,256

Earnings (loss) per share – basic

($0.11)

$0.36

$0.01

$0.26

Earnings (loss) per share – diluted

($0.11)

$0.34

$0.01

$0.25

For the nine months ended September 30, 2018

Produce

PSF(4)

Hemp(4)

Total

Sales

$111,213

$95

$-

$111,308

Cost of sales

(103,915)

(72)

($103,987)

Selling, general and administrative expenses

(10,486)

(816)

(11,302)

Stock compensation expense

(447)

(447)

Change in biological asset (5)

(992)

428

(564)

(Gain) loss on sale of assets

Other income (expense) net

(1,932)

(5)

(1,937)

Recovery of income taxes

1,513

1,513

Net income (loss)

($5,046)

($369)

$-

($5,415)

EBITDA (6)

$2,149

($750)

$-

$1,394

Earnings (loss) per share – basic

($0.11)

($0.01)

$-

($0.12)

Earnings (loss) per share – diluted

($0.11)

($0.01)

$-

($0.12)

Notes:

(4)

The adjusted consolidated financial results have been adjusted to include the Company’s share of revenues and expenses from its Pure Sunfarms and Hemp joint ventures on a proportionate accounting basis, on which management bases its operating decisions and performance evaluation.  IFRS does not allow for the inclusion of the Joint Venture on a proportionate basis.  These results include additional non-IFRS measures such as EBITDA.

The adjusted results are not generally accepted measures of financial performance under IFRS.  The Company’s method of calculating these financial performance measures may differ from other companies and accordingly, they may not be comparable to measures used by other companies.  Refer to the MD&A for a reconciliation of these non-IFRS measures and adjusted results.

(5)

Biological asset consists of the Company’s produce on the vines and Pure Sunfarms’ crop at the period end.  Details of the changes are described in note 5 of the Company’s interim condensed consolidated financial statements for the nine months ended September 30, 2019.

(6)

EBITDA is not a recognized earnings measure and does not have a standardized meaning prescribed by IFRS.  Therefore, EBITDA may not be comparable to similar measures presented by other issuers.  See “Non-IFRS Measures”.  Management believes that EBITDA is a useful supplemental measure in evaluating the performance of the Company. Consolidated EBITDA includes the Company’s 50% interest Pure Sunfarms, 65% interest in VFH and 60% (effective 63.25% with VFH interest) interest in AVGGH.

Conference Call

Village Farms’ management team will host a conference call Friday, November 15, 2019 at 8:30 a.m. ET to discuss its third quarter 2019 financial results.  Participants can access the conference call by telephone by dialing (647) 427-7450 or (888) 231-8191, or via the Internet at: https://bit.ly/2Wm7dxj.

For those unable to participate in the conference call at the scheduled time, it will be archived for replay both by telephone and via the Internet beginning approximately one hour following completion of the call. To access the archived conference call by telephone, dial (416) 849-0833 or (855) 859-2056 and enter the passcode 4987345 followed by the pound key. The telephone replay will be available until Friday, November 22, 2019 at midnight (ET).  The conference call will also be archived on Village Farms’ website at http://villagefarms.com/investor-relations/investor-calls.

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