Thursday, February 7, 2019

APHA Financials Jan 2019 A Look Back

  • Net revenue of $21.7 million up 63% from prior quarter on initial sales to Canadian adult-use market; adjusted gross profit of $10.2 million
  • To accelerate the production ramp-up post-Health Canada approvals, yields were lowered to build stockpiles for expanded facilities and to implement highly automated cultivation and harvesting
  • Licence applications submitted for facilities expansions; annualized harvest expected to increase to 255,000 kilograms by the end of calendar 2019
  • Successfully advanced international growth strategy with significant strategic alliances and investments in Europe and Latin American
  • Co-founder Cole Cacciavillani and CEO Vic Neufeld will transition out of roles over the coming months, currently working with Aphria independent Chair Irwin D. Simon and President Jakob Ripshtein to plan succession and ensure orderly transition
LEAMINGTON, ONJan. 11, 2019 /PRNewswire/ - Aphria Inc. ("Aphria" or the "Company") (TSX: APHA and NYSE: APHA) today reported its results, for the second quarter ended November 30, 2018, and the decision by its Chief Executive Officer, Vic Neufeld, and Co-founder Cole Cacciavillani, to transition out of their executive roles over the coming months. Mr. Neufeld and Mr. Cacciavillani will remain in their current roles until such time. All amounts are expressed in thousands of Canadian dollars, unless otherwise noted and except for per gram, kilogram, kilogram equivalents, and per share amounts.

Key Operating Highlights
  • 92% increase in kilogram equivalents1 sold, reflecting partial period sales from the opening of the Canadian adult-use market, as well as continued sales of medical cannabis to existing and new patients
  • Adjusted gross margins of 47% of net revenue, compared to 64% in prior quarter, as expected, due to lower effective selling prices in adult-use market, as well as temporarily lowered yields and higher production costs related to facilities expansion and implementation of automation
  • Part IV and V expansions of Aphria One awaiting Health Canada approval; application for cultivation licence at Aphria Diamond submitted and also awaiting Health Canada pre-cultivation inspection
  • Announced and closed subsequent to quarter-end of the acquisition of CC Pharma, a leading distributor to pharmacies in Germany
  • Closed acquisition of key operations and licenses in strategic Latin America and Caribbean jurisdictions; subsequently established additional strategic alliances in the region to expand the Company's medical cannabis operations and distribution
  • Listed on the NYSE, providing shareholders greater liquidity
  • Appointed new independent Chair of Board of Directors, Irwin D. Simon, subsequent to quarter-end
  • Ended quarter with strong balance sheet and liquidity, including $152.1 million of cash and $32.7 million of liquid marketable securities, to fund announced Canadian and International growth and facilities expansion

Executive Transition
Aphria Chief Executive Officer Vic Neufeld, and Co-founder Cole Cacciavillani, are both nearing the end of their five-year journey with the Company and will transition out of their executive roles over the coming months but remain on the Board. Working closely with Irwin D. Simon, Aphria's recently appointed independent Chair, and President Jakob Ripshtein, Mr. Neufeld and Mr. Cacciavillani intend to complete a smooth and responsible transition to a globally-minded executive leadership team for the long-term benefit of the Company's patients, shareholders, customers, and employees.
Aphria Chair Irwin D. Simon commented, "Vic and Cole are consummate entrepreneurs. Thanks to their vision, energy and passion, Aphria has become a global player in an industry that didn't even exist five years ago. On behalf of the entire Aphria team, I want to express my gratitude to both. I look forward to working with them to further build Aphria's leadership team and continue driving long-term value for our patients, customers and employees into the future."
"When the Canadian medical cannabis market opened up five years ago, Cole was growing millions of potted flowers in Leamington, and he understood that cannabis was a natural product extension for the founding team's decades of experience as greenhouse growers in Leamington," said Mr. Neufeld. "Now with legalization and globalization, including a huge market opportunity with positive developments in the U.S., Aphria's next generation of leadership may take the reins. Building and leading a Company like Aphria, which exploded from an idea in late 2013 to our many successes to-date, has been an incredible journey, despite the toll it has taken on health, family and personal priorities."
"Vic and I have worked tirelessly for decades, building great businesses, but now in our sixties, it is time for both of us to step back from the demands of leading a world-class organization. Endless meetings, travel, deadlines, talent search - the list of executive responsibilities will only continue to grow," said Mr. Cacciavillani.
"Succession is the plan. Cole and I have informed the Board, and they have agreed, that we will begin the transition process immediately, and at the appropriate time, we will both step down from executive positions at Aphria. We continue to have the greatest pride in what Aphria has achieved, and its future has never looked brighter. From continued technology advancements, to continued support of scientific developments, to amazing adult-use brands, to globalization strategies, and most of all, the hundreds of dedicated passionate team members that have joined Aphria, we are well positioned to be a dominant player," concluded Mr. Neufeld.
The Board has requested that, following the transition, Mr. Neufeld and Mr. Cacciavillani continue to apply their knowledge and expertise as special advisors to both the Chair and the President, ensuring a smooth transition of institutional experience and strategic advice until a new CEO is appointed.

Wednesday, February 6, 2019

Cron Algo High Frequency Manipulative Computer Program Bringing Cannabis Down

House Positions for C:CRON from 20190206 to 20190206
HouseBought$ValAveSold$ValAveNet$Net
8 Eight46,2001,190,61625.771046,200-1,190,616
1 Anonymous551,50414,680,51226.619510,95513,631,08126.67840,549-1,049,431
2 RBC169,6664,531,91626.711129,8403,478,18326.78839,826-1,053,733
85 Scotia92,7682,457,36226.48969,8351,862,73126.67322,933-594,631
7 TD Sec326,7058,667,86226.531312,0908,287,62226.55514,615-380,240
83 Mackie6,000158,97726.49606,000-158,977
80 National Bank37,9281,015,40726.77232,183861,74726.7765,745-153,660
97 M Partners4,900132,24326.98804,900-132,243
88 Credential10,848284,85526.2596,080161,12426.5014,768-123,731
72 Credit Suisse3,63896,65626.56890023,86426.5162,738-72,792
39 Merrill Lynch163,2044,344,43626.62160,5304,257,89626.5242,674-86,540
62 Haywood1,00026,47426.47401,000-26,474
76 Industrial Alliance1,00026,14226.14201,000-26,142
35 Friedberg37410,30527.5530374-10,305
65 Goldman3008,26527.550300-8,265
70 Manulife2005,51027.550200-5,510
25 Odlum2005,25826.290200-5,258
56 Edward Jones3659,59026.2743258,81427.1240-776
6 Infor70017,88525.5570018,18525.9790300
5 Penson47,0631,253,29026.6347,0811,253,60326.627-18313
9 BMO Nesbitt52,2961,384,75726.47952,5741,403,49326.696-27818,736
19 Desjardins13,089351,12526.82613,511360,89226.711-4229,767
57 Interactive1,04127,82826.7321,79448,21426.875-75320,386
99 Jitney38,2001,028,17826.91639,1001,053,14426.935-90024,966
28 BBS9,830261,27526.57910,924289,90326.538-1,09428,628
15 UBS01,35535,98626.558-1,35535,986
48 Laurentian1435825.5713,00078,52126.174-2,98678,163
14 ITG4,175112,18126.878,470230,49027.213-4,295118,309
74 GMP04,500117,50026.111-4,500117,500
90 Barclays07,100186,26226.234-7,100186,262
53 Morgan Stanley7,514201,40426.80415,963414,98425.997-8,449213,580
143 Pershing1,87149,71126.56914,861388,02226.11-12,990338,311
124 Questrade88,2182,347,29126.608104,8612,786,55926.574-16,643439,268
13 Instinet119,2003,174,77126.634154,4004,113,50326.642-35,200938,732
79 CIBC1,183,23631,467,63626.5951,221,06632,401,15326.535-37,830933,517
33 Canaccord16,600432,30826.04375,8492,008,90826.486-59,2491,576,600
TOTAL2,999,84779,762,38426.5892,999,84779,762,38426.58900

Globe says Cannabis rivals hear edible limits unnecessary

Globe says Hexo, rivals hear edible limits unnecessary
Hexo Corp (C:HEXO)
Shares Issued 207,078,966
Last Close 2/5/2019 $7.41
Wednesday February 6 2019 - In the News
Also Aphria Inc (C:APHA) In the News
Also Cronos Group Inc (C:CRON) In the News
Also Canopy Growth Corp (C:WEED) In the News
Also Organigram Holdings Inc (C:OGI) In the News
Also Aurora Cannabis Inc (C:ACB) In the News

The Globe and Mail reports in its Wednesday edition that Ottawa's consultation period for pot edibles ends Feb. 20. The Globe's guest columnist David Cement writes that the goal is to gather feedback that will guide efforts to minimize health and safety risks. 

However, Mr. Clement says that by naming the consultation period the "Strict Regulation of Edible Cannabis, Extracts and Topicals," the fed has tipped its hand to some major holes in its proposed regulatory framework. The first major issue is the 10-milligram/THC per-package limit on edible products, meaning no bulk purchases. Rather than have a 10mg per-package limit, the limitation should be 10mg a unit or serving, with multiple servings permitted within a single package. 

Having a limit of 10mg a unit would serve Ottawa's goal of trying to prevent overconsumption, while still allowing for consumers to buy products in bulk when convenient. A limit of 10mg a unit would also bring Canada in line with American jurisdictions on edible regulations. 

Not making this change will mean that edible products will be insanely overpackaged, just like the packaging requirements for dried cannabis products. Mr. Clement is of a mind that limits are unnecessary.
© 2019 Canjex Publishing Ltd.

Aphria's Board of Directors Rejects Green Growth Brand's Hostile Takeover Bid as Significantly Undervalued and Inadequate

PR Newswire
LEAMINGTON, ONFeb. 6, 2019 /PRNewswire/ - Aphria Inc. ("Aphria" or the "Company") (TSX: APHA andNYSE: APHA) today announced that its Board of Directors (the "Board") has rejected the hostile bid by Green Growth Brands Inc. (CSE:GGB) ("GGB") to acquire all of the outstanding common shares of the Company ("Common Shares") including any Common Shares that may become issued and outstanding after January 22, 2019, but prior to the expiry of the hostile bid upon the exercise, conversion or exchange of options, warrants, debentures or other securities of the Company exercisable or convertible into Common Shares, other than Common Shares owned by GGB or its affiliates, in exchange for 1.5714 shares of GGB (the "Hostile Bid").
Based on the 20-day volume-weighted average price of GGB shares immediately before GGB's announcement of an intention to acquire the Common Shares of the Company, the Hostile Bid reflects a 23% discount to the Company's share price over the same period. The Board made its recommendation after careful consideration and receipt of the recommendation of a committee of its independent directors (the "Independent Committee"), who were advised by financial and legal advisors.
The Board unanimously recommends that Aphria shareholders
REJECT the Hostile Bid and DO NOT TENDER their shares.
To REJECT the Hostile Bid, simply TAKE NO ACTION.
In the Board's view, the Hostile Bid:
  • Significantly undervalues Aphria relative to its current and future worth, offering Aphria shareholders a substantial discount to its current and future value as opposed to a premium observed in other transactions in the cannabis sector involving Canadian licensed producers.
  • Would have negative repercussions, including delisting from the TSX and NYSE and a potential reduction in interest from strategic partners, that could destroy value for Aphria shareholders, with minimal offsetting operational, financial or strategic benefits.
  • Would result in Aphria shareholders effectively giving GGB shareholders a 36% interest in Aphria in exchange for shares in a company with limited operations or other experience in the cannabis industry.
  • Does not account for Aphria's bright outlook, either as an independent company or in partnership with a strategic partner, which offers Aphria shareholders substantial value creation.

"The Aphria Board of Directors unanimously believes that GGB's hostile offer is significantly undervalued and inadequate and not in the interest of Aphria shareholders on multiple grounds," said Irwin D. Simon, Aphria's independent Board Chair. "Regardless of their brazen attempts to suggest otherwise, GGB is asking Aphria shareholders to accept a substantial discount on their shares, as well as delisting from both the TSX and NYSE, resulting in a vast dilution of their ownership in Aphria. In return GGB offers shares in an illiquid company with limited operating history, minimal assets and no track record in the cannabis industry.  GGB clearly timed their offer to exploit recent lows for Aphria and cannabis stocks overall, with the goal of transferring value to the insiders who control GGB at the expense of Aphria shareholders."
Simon continued, "Today, Aphria is in a better position than ever to create long-term value for our shareholders, following a positive second quarter and continued progress expanding our production capacity and global footprint. Over the past five years, we have built a strong foundation for a leading global cannabis company in cultivation, manufacturing, research and distribution infrastructure, as well as forging strategic investments and alliances to efficiently scale around the world.  
"By virtue of our strong platform and competitive advantages, Aphria has multiple near-term opportunities to profitably grow and create substantial value for its shareholders. These include expanding production and automation to secure long-term cost and scale advantages, expanding in the global medical-use market in EuropeLatin America and the Caribbean, acquisition of increased market share in the Canadian adult-use markets, and developing new products for the burgeoning cannabis health and wellness sector. A hostile takeover by GGB ignores this bright outlook, which is another reason why the Aphria Board strongly urges shareholders to reject the bid."
A copy of the Directors' Circular, which sets forth in greater detail the Board's recommendation and the reasons therefor, is being mailed to all Aphria shareholders and is available on Aphria's websiteSEDAR and EDGAR.  These reasons include, but are not limited to, the following:
  • GGB is offering Aphria shareholders a 23% discount on their investment in Aphria, relative to Aphria's volume-weighted average share price over the twenty days prior to GGB's initial public proposal and based on the price of GGB shares over the same period. Based on the closing price of $5.87 per GGB share on the CSE on February 4, 2019, the implied consideration under the Hostile Bid would be $9.22 per Aphria share, a 35% discount to Aphria's closing price on the TSX of $14.21 per share on the same day. This is in sharp contrast to the median 46% premium in recent takeover transactions1 involving other Canadian licensed cannabis producers.
  • The timing of GGB's Hostile Bid is highly opportunistic, timed to exploit uncertainty about the Special Committee process and recent executive changes; to pre-empt Aphria's ability to generate material free cash flow once operations are fully licenced and operating at capacity; and to deny Aphria shareholders the opportunity to fully realize the value of its recent international expansion. 
  • A combination of GGB and Aphria would have negative repercussions, including delisting from the TSX and NYSE, that could destroy value for Aphria shareholders, with minimal offsetting operational, financial or strategic benefits, given that GGB's U.S. cannabis activities are illegal under U.S. federal law. This may reduce Aphria's strategic options and access to capital, since certain investors may be unable or unwilling to hold shares in a CSE-listed company or in a company with U.S.-based cannabis assets. Delisting from the TSX and NYSE will also substantially reduce liquidity for Aphria shareholders, reduce their ability to leverage their shares and potentially reduce interest from strategic partners. 
  • Aphria shareholders would be giving GGB shareholders a 36% interest in Aphria, as well as control of management and the board, in exchange for shares in a company with limited operations. GGB's ownership of the combined company would be vastly out of proportion to their contribution to it, by any relevant measure of value including revenue, production infrastructure or volumes, assets, relevant expertise and licenses.
  • There are no material synergies that can be realized by combining GGB and Aphria, given the minimal geographic and operating overlap. GGB's nascent U.S. retail concept and management team, with limited experience in cannabis or knowledge of regulated industries, would contribute little to Aphria's established Canadian and international medical and adult-use cannabis operations. In addition, U.S. federal law would preclude Aphria from shipping its product, including raw materials or ingredients, to the U.S.
  • Aphria shareholders would be exposed to significant downside risk by accepting GGB shares at their current price, versus the historical $2.70 – $3.50 trading range prior to the date of the confidential proposal to Aphria. Aphria shareholders should also consider the significant increase in volume leading up to the formal commencement of the Hostile Bid despite there being no material financial news related to GGB.
  • There is no guarantee that GGB will be able to complete its proposed $300M financing, in whole or in part. Accordingly, there is no guarantee that GGB will be able to fund the capital requirements of the combined company.  In contrast, if completed, GGB's proposed $300M financing deal would further dilute Aphria shareholders including for the benefit of GGB insiders, if the backstop commitment detailed in the bid is required.
  • Aphria's bright outlook, either as an independent company or in partnership with a strategic partner, offers Aphria shareholders substantial potential value creation. Over the past five years, Aphria has built a strong foundation for a leading global cannabis company in cultivation, manufacturing, research and distribution infrastructure, and has invested in key strategic partnerships and alliances to efficiently scale around the world.
  • Aphria is successfully executing on its strategic plan.  Recent milestones include strong quarter-over-quarter growth, as reflected in the most recent quarter's results, and the completion of Phase IV and Phase V expansions of Aphria One and completed retrofit of Aphria Diamond, both of which have currently pending applications before Health Canada, which will increase Aphria's production capacity to 255,000 kilograms per year.
  • Aphria's has multiple options to create substantial near-term value as an independent company, including by expanding in the medical-use market in EuropeLatin America and the Caribbean; gaining market share in the adult-use market in Canada; pursuing options in the U.S. once adult- and/or medical-use cannabis is federally legalized; and developing products for the burgeoning cannabis health and wellness sector.

Shareholders are also encouraged to visit AphriaFuture.ca for additional reasons why the Hostile Bid should be rejected.
The Board has received a written opinion from its financial advisor, Scotiabank, to the effect that, as of February 5, 2019, and based on and subject to the assumptions, limitations and qualifications contained therein, the consideration offered under the Hostile Bid for the Common Shares is inadequate, from a financial point of view, to Aphria shareholders, other than GGB and its affiliates.
For the principal reasons outlined above, the Board has unanimously determined that the Hostile Bid is inadequate and significantly undervalues the Common Shares and is not in the best interests of Aphria, Aphria shareholders or its other stakeholders.
To REJECT the Hostile Bid, simply TAKE NO ACTION
If you have already tendered your Common Shares to the Hostile Bid, you can withdraw your Common Shares by contacting your broker or Laurel Hill Advisory Group, Aphria's shareholder communications advisor and information agent at 1-877-452-7184 (toll-free for shareholders in North America) or 1-416-304-0211 (collect call for Aphria Shareholders outside North America) or via email at assistance@laurelhill.com.
Advisors
Legal counsel to Aphria's Board and Independent Committee is Fasken Martineau DuMoulin LLP and Scotiabank has been retained as financial advisor. Gagnier Communications is serving as strategic communications advisor and Laurel Hill is acting as Aphria's shareholder communications advisor and information agent.
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 safe, clean and pure pharmaceutical-grade 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.