UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM
_________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
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Securities registered pursuant to Section 12(b) of the Act: None
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
On May 15, 2024, the Registrant issued a press release announcing its results for the first fiscal quarter ended March 31, 2024. A copy of the Registrant's press release is hereby furnished and incorporated herein by reference as Exhibit 99.1.
(d) Exhibits
| Exhibit Number | Description | |
| 99.1 | Press Release dated May 15, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TILT Holdings Inc. | ||
| Date: May 15, 2024 | By: | /s/ Tim Conder |
| Tim Conder | ||
| Chief Executive Officer | ||
EXHIBIT 99.1
TILT Holdings Reports First Quarter 2024 Results
PHOENIX, May 15, 2024 (GLOBE NEWSWIRE) -- TILT Holdings Inc. (“TILT" or the “Company”) (Cboe: TILT) (OTCQB: TLLTF), a global provider of cannabis business solutions including inhalation technologies, cultivation, manufacturing, processing, brand development and retail, is reporting its financial and operating results for the three months ended March 31, 2024. All financial information is reported in U.S. dollars and prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) unless otherwise indicated.
“We continue to navigate the Company’s transition from operational improvement to revenue growth,” said TILT’s Chief Executive Officer, Tim Conder. “Although the cannabis industry has been facing challenges related to hardware commoditization and pricing pressure in select markets, we are adapting accordingly, and the fundamentals of our business are improving despite those headwinds. Our primary focus is the same as it has always been – deepening our relationships with customers across both our plant-touching and Jupiter hardware businesses.
“There is still work to be done to improve the business; however, we believe TILT is poised for future growth, especially with exciting industry catalysts potentially on the horizon, such as federal rescheduling and the corresponding elimination of Section 280E taxes. We are also acutely focused on strengthening the balance sheet and plan to address our debt throughout the year as we execute on our growth and profitability objectives in 2024.”
Q1 2024 Financial Summary
Q1 2024 & Recent Operational Highlights
Earnings Call and Webcast
TILT management will host a conference call today at 5:00 p.m. Eastern time to discuss its financial and operational results, business strategy and future outlook, followed by a question-and-answer period.
Date: Wednesday, May 15, 2024
Time: 5:00 p.m. Eastern Time
Toll-free dial-in number: (877) 423-9813
International dial-in number: (201) 689-8573
Conference ID: 13745989
Webcast: TILT Q1 2024 Earnings Call
Please call the conference telephone number 5-10 minutes prior to the start time. An operator will register your name and organization. If you have any difficulty connecting with the conference call, please contact Elevate IR at (720) 330-2829.
The conference call will also be broadcast live and available for replay in the investor relations section of the Company’s website at www.tiltholdings.com.
About TILT
TILT helps cannabis businesses build brands. Through a portfolio of companies providing technology, hardware, cultivation and production, TILT services brands and cannabis retailers across 40 states in the U.S., as well as Canada, Israel, South America and the European Union. TILT’s core businesses include Jupiter Research LLC, a wholly-owned subsidiary and leader in the vaporization segment focused on hardware design, research, development and manufacturing; and cannabis operations, Commonwealth Alternative Care, Inc. in Massachusetts, Standard Farms LLC in Pennsylvania, and Standard Farms Ohio, LLC in Ohio. TILT is headquartered in Phoenix, Arizona. For more information, visit www.tiltholdings.com.
Forward-Looking Information
This news release contains forward-looking information and statements (together, “forward-looking information”) under applicable Canadian and U.S. securities laws which are based on current expectations. Forward-looking information is provided for the purpose of presenting information about TILT management’s current expectations and plans relating to the future and readers are cautioned that such statements may not be appropriate for other purposes. Forward-looking information may include, without limitation, the expectations with respect to growth, profitability and cash flow, the approval and timing of federal rescheduling or adult-use conversion by certain states in which TILT operates or plans to operate, the approval and timing of the elimination of Section 280E taxes, the ability to counter the effects of hardware commoditization and pricing pressure in select markets, the ability to reduce debt and increase TILT’s cash reserves, the expected performance of the collaboration between TILT and its brand partners, timing and release of future product offerings, the opinions or beliefs of management, prospects, opportunities, priorities, targets, goals, ongoing objectives, milestones, strategies, and outlook of TILT and Jupiter, and includes statements about, among other things, future developments, the future operations, strengths and strategy of TILT. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, "will", “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “seeks”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. These statements should not be read as guarantees of future performance or results. These statements are based upon certain material factors, assumptions and analyses that were applied in drawing a conclusion or making a forecast or projection, including TILT’s experience and perceptions of historical trends, the ability of TILT to maximize shareholder value, current conditions and expected future developments, as well as other factors that are believed to be reasonable in the circumstances.
Although such statements are based on management’s reasonable assumptions at the date such statements are made, there can be no assurance that such forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such forward-looking information. Accordingly, readers should not place undue reliance on the forward-looking information. TILT assumes no responsibility to update or revise forward-looking information to reflect new events or circumstances unless required by applicable law.
By its nature, forward-looking information is subject to risks and uncertainties, and there are a variety of risk factors, many of which are beyond the control of TILT, and that may cause actual outcomes to differ materially from those discussed in the forward-looking statements. Such risk factors include, but are not limited to, the inability or failure of the federal government to reschedule cannabis as Schedule III and the state regulators to implement adult-use conversions by certain states in which TILT operates or plans to operate, TILT’s ability to continue as a going concern, TILT’s ability to operate its business without encountering any unforeseen delays and interruptions, unexpected geological or other effects, including failures to ship or shipping delays, weather conditions, shipping transportation, equipment failures, permitting delays or labor or contract disputes, TILT’s reliance on third-party suppliers to provide a sufficient supply of key materials necessary to satisfy customer demand for its products, TILT’s ability to enter into a forbearance agreement with its existing noteholders on acceptable terms or at all and achieve compliance with its debt covenants, TILT’s ability to generate sufficient liquidity, TILT’s ability to execute on its cost saving measures and initiatives, and those risks described under the heading “Item 1A. Risk Factors” in the Annual Report on Form 10-K for the year ended December 31, 2023, and other subsequent reports filed by TILT with the United States Securities and Exchange Commission at www.sec.gov and on SEDAR+ at www.sedarplus.ca.
Non-GAAP Financial and Performance Measures
In addition to providing financial measures based on GAAP, the Company provides additional financial metrics that are not prepared in accordance with GAAP. Management uses non-GAAP financial measures, in addition to GAAP financial measures, to understand and compare operating results across accounting periods, for financial and operational decision making, for planning and forecasting purposes and to evaluate the Company’s financial performance. These non-GAAP financial measures are, EBITDA and Adjusted EBITDA. Management believes that these non-GAAP financial measures reflect the Company’s ongoing business in a manner that allows for meaningful comparisons and analysis of trends in the business, as they facilitate comparing financial results across accounting periods and to those of peer companies. Management also believes that these non-GAAP financial measures enable investors to evaluate the Company’s operating results and future prospects in the same manner as management. These non-GAAP financial measures may exclude expenses and gains that may be unusual in nature, infrequent or not reflective of the Company’s ongoing operating results.
As there are no standardized methods of calculating these non-GAAP measures, the Company’s methods may differ from those used by others, and accordingly, the use of these measures may not be directly comparable to similarly titled measures used by others.
Accordingly, these non-GAAP measures are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP.
EBITDA and Adjusted EBITDA.
EBITDA and Adjusted EBITDA are financial measures that are not defined under GAAP. The Company uses these non-GAAP financial measures, and believes they enhance an investor’s understanding of the Company’s financial and operating performance from period to period, because they exclude certain material non-cash items and certain other adjustments management believes are not reflective of the Company’s ongoing operations and performance. EBITDA is calculated as EBITDA net income (loss), plus (minus) income taxes (recovery), plus (minus) finance expense (income), plus depreciation and amortization expense. Adjusted EBITDA is EBITDA excluding certain one-time, non-cash or non-operating expenses, as determined by management, including stock compensation expense, debt issuance costs and severance.
Please see “Reconciliation of Non-GAAP Measures” below for further information.
Company Contact:
Lynn Ricci, VP of Investor Relations & Corporate Communications
TILT Holdings Inc.
lricci@tiltholdings.com
Investor Relations Contact:
Sean Mansouri, CFA
Elevate IR
TILT@elevate-ir.com
720.330.2829
Media Contact:
MATTIO Communications
TILT@mattio.com
| Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) | |||||||||||
| (Amounts Expressed in Thousands of United States Dollars) | |||||||||||
| Three Months Ended | |||||||||||
| March 31, | December 31, | March 31, | |||||||||
| 2024 | 2023 | 2023 | |||||||||
| Revenues, net | $ | 37,504 | $ | 37,538 | $ | 42,264 | |||||
| Cost of goods sold | (30,787 | ) | (33,958 | ) | (33,468 | ) | |||||
| Gross profit | 6,717 | 3,580 | 8,796 | ||||||||
| Operating expenses: | |||||||||||
| Wages and benefits | 4,496 | 4,758 | 5,784 | ||||||||
| General and administrative | 3,483 | 3,822 | 5,620 | ||||||||
| Sales and marketing | 142 | 294 | 404 | ||||||||
| Share-based compensation | 107 | 210 | 293 | ||||||||
| Depreciation and amortization | 3,866 | 3,886 | 4,129 | ||||||||
| Impairment loss and loss on disposal of assets | 12 | 7,465 | 188 | ||||||||
| Total operating expenses | 12,106 | 20,435 | 16,418 | ||||||||
| Operating loss | (5,389 | ) | (16,855 | ) | (7,622 | ) | |||||
| Other (expense) income: | |||||||||||
| Interest income | 2 | — | 64 | ||||||||
| Other income | 204 | 26 | 97 | ||||||||
| Gain (loss) on sale of assets and membership interests | — | (2 | ) | 8,401 | |||||||
| Unrealized loss on investment | (1 | ) | — | — | |||||||
| Loan receivable losses | — | — | (388 | ) | |||||||
| Interest expense | (6,043 | ) | (5,072 | ) | (4,092 | ) | |||||
| Loss on foreign currency exchange | (4 | ) | 6 | — | |||||||
| Total other (expense) income | (5,842 | ) | (5,042 | ) | 4,082 | ||||||
| Loss from operations before income tax and non-controlling interest | (11,231 | ) | (21,897 | ) | (3,540 | ) | |||||
| Income taxes | |||||||||||
| Income tax benefit (expense) | 1,580 | (54 | ) | (1,326 | ) | ||||||
| Net loss before non-controlling interest | (9,651 | ) | (21,951 | ) | (4,866 | ) | |||||
| Less: Net income attributable to non-controlling interest | — | — | (9 | ) | |||||||
| Net loss attributable to TILT Holdings Inc. | $ | (9,651 | ) | $ | (21,951 | ) | $ | (4,875 | ) | ||
| Reconciliation of Non-GAAP Measures | |||||||||||
| (Amounts Expressed in Thousands of United States Dollars) | |||||||||||
| Three Months Ended | |||||||||||
| March 31, 2024 | December 31, 2023 | March 31, 2023 | |||||||||
| Net (loss) income before non-controlling interest | $ | (9,651 | ) | $ | (21,951 | ) | $ | (4,866 | ) | ||
| Add (Deduct) Impact of: | |||||||||||
| Interest income | (2 | ) | — | (64 | ) | ||||||
| Interest expense | 6,043 | 5,072 | 4,092 | ||||||||
| Income tax expense (benefit) | (1,580 | ) | 54 | 1,326 | |||||||
| Depreciation and amortization | 5,684 | 5,726 | 5,980 | ||||||||
| Total Adjustments | 10,145 | - | 10,852 | 11,334 | |||||||
| EBITDA (Non-GAAP) | $ | 494 | $ | (11,099 | ) | $ | 6,468 | ||||
| Add (Deduct) Impact of: | |||||||||||
| Share-based Compensation | 107 | 210 | 293 | ||||||||
| Severance | 13 | (13 | ) | 66 | |||||||
| (Gain) Loss on Sale of Assets | — | 2 | (8,401 | ) | |||||||
| (Gain) Loss on termination of lease | — | — | — | ||||||||
| Deferred Rent Adjustment | — | — | — | ||||||||
| Legal Settlement | — | — | 165 | ||||||||
| Unrealized Loss on Investment in Equity Security | 1 | — | — | ||||||||
| Change in Fair Value of Financial Instruments | — | — | — | ||||||||
| Loss on Loan Receivable | — | — | 388 | ||||||||
| Impairment Loss and Loss on Disposal of Assets | 12 | 7,465 | 188 | ||||||||
| Foreign Exchange (Gain) Loss | 4 | (6 | ) | — | |||||||
| Non-Cash Inventory Adjustment | 13 | 1,723 | — | ||||||||
| One Time Bad Debt Expense | — | — | 384 | ||||||||
| One Time Adjustments | (606 | ) | 77 | 370 | |||||||
| Total Adjustments | (456 | ) | 9,458 | (6,547 | ) | ||||||
| Adjusted EBITDA (Non-GAAP) | 38 | (1,641 | ) | (79 | ) | ||||||
| Condensed Consolidated Statements of Cash Flows (Unaudited) | |||||||
| (Amounts Expressed in Thousands of United States Dollars) | |||||||
| Three Months Ended | |||||||
| March 31, 2024 | March 31, 2023 | ||||||
| Net Cash (Used in) Provided by Operating Activities | $ | (2,439 | ) | $ | 3,774 | ||
| Net Cash (Used in) Provided by Investing Activities | (185 | ) | 12,816 | ||||
| Net Cash Provided by (Used in) Financing Activities | 2,819 | (14,899 | ) | ||||
| Effect of Foreign Exchange on Cash and Cash Equivalents | (8 | ) | (2 | ) | |||
| Net Change in Cash and Cash Equivalents | 187 | 1,689 | |||||
| Cash and Cash Equivalents and Restricted Cash, Beginning of Period | 3,332 | 3,500 | |||||
| Cash and Cash Equivalents and Restricted Cash, End of Period | $ | 3,519 | $ | 5,189 | |||
| Condensed Consolidated Balance Sheets (Select Items) | |||||
| (Amounts Expressed in Thousands of United States Dollars) | |||||
| Periods Ended | |||||
| March 31, 2024 | December 31, 2023 | ||||
| (unaudited) | (audited) | ||||
| Cash and Cash Equivalents | $ | 2,219 | $ | 2,034 | |
| Restricted Cash | 1,300 | 1,298 | |||
| Trade Receivables and Others | 17,777 | 17,919 | |||
| Inventories | 36,838 | 32,908 | |||
| Total Current Assets | 59,883 | 56,274 | |||
| Property, Plant & Equipment, Net | 49,847 | 51,185 | |||
| Total Assets | 231,827 | 231,188 | |||
| Total Current Liabilities | 91,062 | 76,072 | |||
| Total Long-Term Liabilities | 87,923 | 92,723 | |||
| Total Shareholders’ Equity | 52,842 | 62,393 | |||
Cover |
May 15, 2024 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | May 15, 2024 |
| Entity File Number | 000-56422 |
| Entity Registrant Name | TILT HOLDINGS INC. |
| Entity Central Index Key | 0001761510 |
| Entity Tax Identification Number | 83-2097293 |
| Entity Incorporation, State or Country Code | A1 |
| Entity Address, Address Line One | 2801 E. Camelback Road #180 |
| Entity Address, City or Town | Phoenix |
| Entity Address, State or Province | AZ |
| Entity Address, Postal Zip Code | 85016 |
| City Area Code | 623 |
| Local Phone Number | 887-4900 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Entity Emerging Growth Company | true |
| Elected Not To Use the Extended Transition Period | false |
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