UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): February 21, 2019

 

 

DAVIDsTEA Inc.

(Exact name of registrant as specified in its charter)

 

Canada

 

98-1048842

(State or other jurisdiction

of incorporation)

 

(I.R.S. Employer

Identification Number)

 

001-37404

(Commission File Number)

 

5430 Ferrier,

Town of Mount-Royal,

Québec, Canada

H4P 1M2

(Address of principal executive offices)

 

(Zip Code)

 

(888) 873-0006

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report)

 

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))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common shares, no par value per share

DTEA

NASDAQ Global Market

 

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 x

 

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. x

 

 
 
 
 

 

Item 1.01 Entry into a Material Definitive Agreement

 

Loan Agreement

 

On May 7, 2019, DAVIDsTEA Inc., a corporation incorporated under the Canada Business Corporations Act (the “Company”) entered into a secured loan agreement, as further amended September 13, 2019 (the “Loan Agreement”) with Oink Oink Candy Inc., doing business as “Squish” (the “Borrower”) and Rainy Day Investments Ltd. (“RDI”) as guarantor, pursuant to which the Company agreed to lend an amount of up to CDN$2.0 million. The loan bears interest, payable monthly, at Bank of Montreal’s prime rate plus 1.0%, and is repayable no later than December 31, 2019. RDI has guaranteed all of the Borrower’s obligations and, as security for the guarantee, has given a movable hypothec (or lien) (the “Hypothec”) in favour of the Company on its share of DAVIDsTEA Inc.

 

The Borrower is a company controlled by Sarah Segal, the Company’s Chief Brand Officer. RDI is the principal shareholder of the Company and is controlled by Herschel Segal, Executive Chairman, Interim Chief Executive Officer and director of the Company. Ms. Segal is also the daughter of Mr. Segal.

 

The foregoing description of the Loan Agreement and the Hypothec do not purport to be complete and are qualified in their entirety by reference to the full text of the Loan Agreement and the Hypothec, which are filed as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference.

 

Collaboration and Shared Services Agreement

 

The Company and the Borrower also entered into a Collaboration and Shared Services Agreement, dated February 21, 2019 (the “Collaboration and Shared Services Agreement”), pursuant to which the Company and the Borrower collaborate on and share various services and infrastructure including, among other things, merchandising, marketing, buying capabilities, supplier relationships, warehousing and office space.

 

The foregoing description of the Collaboration and Shared Services Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Collaboration and Shared Services Agreement, which is filed as Exhibit 10.3 and is incorporated herein by reference.

 

Item 2.02 Results of Operations and Financial Condition

 

On September 17, 2019, DAVIDsTEA Inc., a corporation incorporated under the Canada Business Corporations Act (the “Company”), issued a press release announcing its financial results for the three- and six-month periods ended August 3, 2019. A copy of the press release is furnished as Exhibit 99.1 hereto.

 

The information presented under Item 2.02 in this Current Report on Form 8-K and the accompanying exhibit attached herein shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“the Exchange Act”), or otherwise subject to the liability of that section, nor shall it be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Item 5.02 Resignation of a member of the Board of Directors

 

Anne Darche resigned as a member of the Board of Directors effective September 11, 2019. Ms. Darche’s resignation was not due to any matter relating to the Company’s operations, policies or practices.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits.

 

Exhibit No.

 

Description

10.1

 

Loan Agreement, effective May 7, 2019, as amended September 13, 2019, between DAVIDsTEA Inc. and Oink Oink Candy Inc.

10.2

 

Movable Hypothec on Securities between DAVIDsTEA Inc. and Rainy Day Investments LTD.

10.3

 

Collaboration and Shared Services Agreement, effective February 21, 2019, between DAVIDsTEA Inc. and Oink Oink Candy Inc.

99.1

 

Press Release, dated September 17, 2019

 

 
2
 
 

 

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.

 

DAVIDsTEA INC.

 

Date: September 17, 2019

By:

/s/ Frank Zitella

 

Name:

Frank Zitella

 

Title:

Chief Financial and Operating Officer

 

 
3

 

 

EXHIBIT 10.1

 

 

 

 

 
 
 

 

 

 
 
 

 

 

 
 
 

 

 

 
 
 

 

 

 
 
 

 

 

 
 
 

 

 

 
 
 

 

 

 
 
 

  

FIRST AMENDMENT TO LOAN AGREEMENT entered into in the City of Montreal, Quebec, as of the 13th day of September, 2019

 

BETWEEN:

DAVIDSTEA INC., a corporation organized under the laws of Canada, having its head office at 5430 Ferrier Street, Mount-Royal, Québec, H4P 1M2

 

(as "Lender")

 

 

AND:

OINK OINK CANDY INC., a corporation organized under the laws of Canada, having its head office at 5695 Ferrier Street, Mount-Royal, Québec, H4P 1N1

 

(as "Borrower")

 

 

AND:

RAINY DAY INVESTMENTS LTD., a corporation organized under the laws of Canada, having its head office at 5695 Ferrier Street, Mount-Royal, Québec, H4P 1N1

 

(as "Guarantor")

 

WHEREAS the Borrower, the Guarantor and the Lender entered into a loan agreement dated as of May 7, 2019 (the “Original Loan Agreement” and the Original Loan Agreement as amended by the terms hereof and as same may be further amended, supplemented or restated, the “Loan Agreement”);

 

WHEREAS the Borrower, the Guarantor and the Lender wish to amend certain provisions of the Original Loan Agreement as of the date hereof;

 

NOW THEREFORE, THE PARTIES HAVE AGREED TO THE FOLLOWING:

 

1. AMENDMENTS

 

 

(a) Section 1 of the Original Loan Agreement is hereby amended by replacing it in its entirety with the following:

 

 

“The Lender agrees, upon the terms and subject to the conditions of this Agreement, to lend to the Borrower, an amount of up to but not exceeding, in the aggregate CDN$2,000,000 (the "Facility"). The Facility is available on a non-revolving basis such that, the Borrower may not re-borrow the whole or any part of any advance previously repaid. "Loan" means the principal amount outstanding under the Facility at any time.”;

 

 

(b) Section 3 of the Original Loan Agreement is hereby amended by replacing it in its entirety with the following:

 

 
 
 
 

 

AMENDMENT AGREEMENT PAGE 2

 

“The Borrower hereby acknowledges that as of September 13, 2019, the full amount of the Facility has been advanced to it and a Loan in the amount of CDN$2,000,000 is outstanding.”;

 

 

(c) Section 7 of the Original Loan Agreement is hereby amended by replacing it in its entirety with the following:

 

 

“Payment in full of principal and interest outstanding pursuant to the Loan shall be due and payable on December 31, 2019 (the "Maturity Date").”;

 

 

(d) Section 11 of the Original Loan Agreement is hereby amended by replacing it in its entirety with the following:

 

 

“Each of the Borrower and the Guarantor represents and warrants to the Lender that:

 

 

11.1.1 it is a corporation duly constituted, validly existing and in good standing with respect to the filing of its returns under the laws of its jurisdiction of constitution;

 

 

11.1.2 it has all requisite power and authority to own its property and to carry on its business;

 

 

11.1.3 it has the power, and it has taken all necessary action, to authorise it to borrow or, as the case maybe, guarantee, under the terms of this Agreement; and

 

 

11.1.4 this Agreement has been duly executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject, as to enforcement of remedies, to any applicable bankruptcy, insolvency or other similar law affecting the enforcement of creditors rights generally and subject to the limitation of the availability of the remedy of specific performance or injunctive relief under any law and affecting the enforcement of creditors rights generally, and subject to the limitation of the availability of the remedy of specific performance or injunctive relief which is subject to the discretion of the court before which any proceeding therefore may be brought.”;

 

 

(e) Section 12.1 of the Original Loan Agreement is hereby amended by replacing it in its entirety with the following:

 

 

“The occurrence of the following events while any principal amount remains outstanding under the Loan shall constitute an event of default (an "Event of Default"):

 

 

12.1.1 should the Borrower or the Guarantor fail to make, upon demand from the Lender, any payment with respect to the Loan; or

 

 
 
 
 

 

AMENDMENT AGREEMENT PAGE 3

 

 

 

12.1.2 should (a) an involuntary proceeding be commenced against the Borrower or the Guarantor (i) seeking bankruptcy, liquidation, reorganization, dissolution, winding up, a composition or arrangement with creditors, a readjustment of debts, or other relief with respect to it or its debts under any bankruptcy laws or other customary insolvency actions or (ii) seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its assets, the issuance of a writ of attachment, execution, or similar process, or like relief, and such involuntary proceeding shall remain undismissed and unstayed for a period of 30 days, (b) an order for relief is entered against the Borrower or the Guarantor under the Bankruptcy and Insolvency Act (Canada), the Companies' Creditors Arrangement Act (Canada) or any other present or future federal bankruptcy or insolvency Laws of Canada, (c) filing by the Borrower or the Guarantor of an answer admitting the material allegations of a petition filed against it in any involuntary proceeding commenced against it or the Borrower or the Guarantor stating that it is unable to pay its debts generally when they fall due, or (d) consent by the Borrower or the Guarantor to any relief referred to in this paragraph or to the appointment of or taking possession by any such official in any involuntary proceeding commenced against it or the taking of any steps by the Borrower or the Guarantor to obtain any such relief; or

 

 

12.1.3 should any representation or warranty which has been made by or on behalf of the Borrower or the Guarantor to the Lender in or pursuant to this Agreement prove at any time to be either incorrect or substantially inaccurate with respect to a material aspect.”;

 

 

(f) Section 12.2 of the Original Loan Agreement is hereby amended by replacing it in its entirety with the following:

 

 

“If an Event of Default has occurred and is continuing and in every such event:

 

 

 

12.2.1 with the exception of an Event of Default specified in subsection 12.1.2, the Lender may declare as being immediately due and payable all of the principal amount then outstanding under the Loan, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower, anything in the Agreement to the contrary notwithstanding and thereupon the Lender may exercise and all of its rights and recourses under this Agreement, any security document executed in connection herewith and all applicable law; and

 

 

 

12.2.2 upon the occurrence of an Event of Default specified in subsection 12.1.2, such principal referred to in subsection 12.2.1 shall thereupon and concurrently therewith become due and payable, all without any action by the Lender and without presentment, demand, protest or other notice of any kind, all of which are expressly waived by the Borrower, anything in this Agreement to the contrary notwithstanding, and thereupon the Lender may exercise any and all of its rights and recourses under this Agreement, any security document executed in connection herewith and all applicable law.”;

 

 
 
 
 

 

AMENDMENT AGREEMENT PAGE 4

 

(g) Section 12.4 of the Original Loan Agreement is hereby amended by replacing it in its entirety with the following:

 

 

“The Lender may, subject to acting in a commercially reasonable manner, grant extensions of time and other indulgences, take and give securities, accept compositions, grant leases and discharges and otherwise deal with the Borrower as the Lender may see fit, without prejudice to the liability of the Borrower or the Guarantor.”;

 

 

(h) Section 14 of the Original Loan Agreement is hereby amended by replacing it in its entirety with the following:

 

 

“This Agreement shall be binding upon and shall inure to the benefit of the Borrower and the Lender and their respective successors and assigns; provided, however, that (i) neither the Borrower nor the Guarantor may assign its rights and obligations under this Agreement without the express prior written consent of the Lender, and (ii) the Lender may assign, directly or indirectly, any of its rights, duties or obligations hereunder with the express prior written consent of the Borrower, which consent of the Borrower shall not be required at any time when an Event of Default has occurred and is continuing.”.

 

 

2. INTEREST PAYMENT

 

 

The Borrower covenants and agrees that it shall pay, on September 17, 2019, all outstanding interest on the Loan as of August 3rd, 2019, in the aggregate amount of CDN$12,800.

 

 

3. ORIGINAL LOAN AGREEMENT

 

 

Save as amended hereby, the provisions of the Original Loan Agreement shall continue to bind the parties hereto and remain in full force and effect.

 

 

4. COUNTERPARTS

 

 

 

This First Amendment to Loan Agreement may be executed in any number of counterparts, each of which when executed and delivered is an original but all of which taken together constitute one and the same instrument.

 

 

5.

INTERPRETATION

 

 

 

This Agreement shall be interpreted in accordance with and governed by the Province of Québec and the laws of Canada applicable therein. In any place in this Agreement where the context requires it, the singular number shall be interpreted as plural and the neuter gender as either masculine or feminine. Les parties aux présentes ont expressément exigé que la présente convention et tous les autres contrats, documents ou avis qui y sont afférents soient rédigés en langue anglaise.

 

 
 
 
 

 

AMENDMENT AGREEMENT PAGE 5

 

 

 

 

[Signature page follows]

 

 
 
 
 

 

AMENDMENT AGREEMENT – SIGNATURE PAGE

 

IN WITNESS HEREOF, each of the parties hereto has executed this Agreement at the place and time first hereinabove indicated.

 

 

 

OINK OINK CANDY INC.

 

 

 

as Borrower

 

 

 

 

 

Per:

/s/ Sarah Segal

 

 

 

Name:

 

 

 

Title:

 

 

 

DAVIDSTEA INC.

 

 

 

as Lender

 

 

 

 

 

Per:

/s/ Frank Zitella

 

 

 

Name:

 

 

 

Title:

 

 

 

RAINY DAY INVESTMENTS LTD.

 

 

 

as Guarantor

 

 

 

 

 

Per:

/s/ Herschel Segal

 

 

 

Name:

 

 

 

Title:

 

 

 
 

 

  EXHIBIT 10.2

 

 

 

 

 
 
 

 

 

 
 
 

 

 

 
 
 

 

 

 
 
 

 

 

 
 
 

 

 

 
 
 

 

 

 
 
 

 

 

 
 
 

 

 

 
 
 

 

 

 
 

 

  EXHIBIT 10.3

 

 

 

 

 
 
 

 

 

 
 
 

 

 

 
 
 

 

 

 
 
 

 

 

 
 
 

 

 

 
 
 

 

 

 
 
 

 

 

 
 
 

 

 

 
 

 

EXHIBIT 99.1

 

 

DAVIDsTEA Reports Second Quarter Fiscal 2019 Financial Results

 

Ø

52.8% increase in wholesale and e-commerce revenues

 

 

 

Ø

Operating loss of $5.4 million compared to loss of $14.0 million

 

 

 

Ø

EBITDA1 of $0.2 million compared to a negative $11.9 million

 

 

 

Ø

Positive cash flow from operations of $3.1 million compared to negative $12.4 million

 

 

 

Ø

Net cash position of $29.7 million

 

 

 

Ø

Basic and fully diluted loss per share of $0.27

 

MONTREAL, September 17, 2019 - DAVIDsTEA Inc. (Nasdaq:DTEA) (DAVIDsTEA or “the Company”), the leading tea merchant in North America, announced its second quarter results for the period ended August 3, 2019 (“Fiscal 2019”). Unless otherwise indicated, the Company’s results for the second quarter of Fiscal 2019 reflect the adoption of IFRS 16, as described below under “Adoption of IFRS 16 - Leases”. All numbers are expressed in Canadian dollars.

 

“Our second quarter results highlight the solid performance of our e-commerce and wholesale channels with a combined growth of 53% over last year, reflecting the benefits of recent initiatives. Nearly a year into the launch of our tea sachets in major Canadian grocery chains, sales continue to surpass our expectations and reflect high demand for our brand wherever available. In addition, e-commerce continues to be our fastest growing channel as we continue to improve customer engagement,” stated Herschel Segal, Founder, Executive Chairman and Interim Chief Executive Officer.

 

“In the first half of 2019, we concentrated our efforts on delivering the best fine tea on the market across all of our distribution channels. We also streamlined our product portfolio to simplify and improve the customer experience. While the second quarter is generally most impacted by seasonality, we nonetheless maintained a strong cash position driven by positive cash flow from operations, optimized inventory levels and a reduction in selling, general and administrative expenses,” said Frank Zitella, Chief Financial and Operating Officer.

 

“We look forward to significantly expanding our wholesale distribution capabilities in the coming months with the availability of DAVIDsTEA tea sachets in over 2,500 third-party retail locations across Canada. We are also launching several exciting tea collections including a new and expanded wellness offering. I am thrilled by what the leadership team has been able to achieve, and I am confident that we are in a good position ahead of the holiday season. While we continue to face challenges, we are taking tangible steps towards a return to growth and profitability,” concluded Mr. Zitella.

 

Operating Results for the Second Quarter of Fiscal 2019

 

The Company reported a net loss of $7.0 million for the quarter, a decrease of $3 million or 29.8% from a loss of $10.0 million for the comparable quarter in the prior year.

 

Sales for the three months ended August 3, 2019 decreased by 2.5%, or $1.0 million, to $39.2 million from $40.2 million in the prior year quarter. Sales from our e-commerce and wholesale channels increased $2.8 million, or 52.8%, driven primarily by greater online adoption as well as by increased demand in our grocery distribution channel. Offsetting this was a decline in retail sales of $3.8 million and a decline of $2.9 million, or 9.4%, in comparable same store sales.

 

Operating loss decreased by $8.6 million to $5.4 million. Excluding the impact of IFRS 16, loss from operating activities would have amounted to $7.4 million, a decrease of $6.6 million from the prior year quarter. This decrease is explained mainly by the absence of Adjusted Items2 incurred in the comparable quarter of 2018.

 

__________________

1 Please refer to “Use of Non-IFRS financial measures” in this press release.

2 Adjusted Items related to executive separation cost, impairment of property and equipment, the impact of onerous contracts and costs related to the strategic review and proxy contest incurred during the second quarter of 2018.

 

 
1
 
 

 

Selling, general and administration expenses (“SG&A”) decreased by 13.1%, or $4.1 million, to $27.2 million in the three months ended August 3, 2019 from the prior year quarter. Excluding the impact of IFRS 16 for the three months ended August 3, 2019, and Adjusted Items incurred in the second quarter of 2018, Adjusted SG&A1 decreased by $1.2 million for the three months ended August 3, 2019, mainly due to lower selling expenses.

 

EBITDA, which excludes non-cash and other items in the current and prior periods, was $0.2 million in the quarter ended August 3, 2019, compared to negative $11.9 million in the prior year quarter. Excluding the impact of IFRS 16, EBITDA would have amounted to negative $5.6 million, representing an improvement of $6.3 million over the prior year quarter. Adjusted EBITDA1 for the quarter amounted to $0.4 million compared to negative $5.6 million in the prior year quarter. Excluding the impact of IFRS 16 and the Adjusting Items, Adjusted EBITDA increased by $0.1 million.

 

Fully diluted loss per common share was $0.27 compared to $0.39 in the second quarter of Fiscal 2018. Adjusted fully diluted loss per common share1, which is Adjusted net loss1 on a fully diluted weighted average shares outstanding basis, was $0.27 per share compared to $0.24 per share for the same quarter in 2018.

 

As at August 3, 2019, the Company had a cash balance of $29.7 million, and a working capital of $39.4 million. Decrease in cash during the three- and six-month periods was $5.8 million and $12.3 million, an improvement of $8.4 million and $11.5 million over the prior year quarter and six month period, respectfully. The improvement reflects a focus on optimizing working capital, selective capital investments and the avoidance of employee separation, and other one-time non-recurring disbursements incurred in fiscal 2018.

 

Net cash provided by operating activities amounted to $3.1 million for the three months ended August 3, 2019, from net cash used of $12.4 million for the three months ended August 4, 2018. Excluding the impact of IFRS 16, net cash used in operating activities amounted to $2.7 million, an improvement of $9.7 million from the prior year quarter. Net change in other non-cash working capital balances related to operations improved by $9.1 million primarily from a reduction in cash used for inventories and the collection of account receivables partially offset by a decrease in accounts payable and accrued liabilities, and an increase in prepaids.

 

Cash flows used in financing activities was $5.8 million for the three months ended August 3, 2019, compared to $0.1 million for the three months ended August 4, 2018. Excluding the impact of IFRS 16, net cash used in financing activities was nil.

 

Cash flows used in investing activities was $3.1 million for the three months ended August 3, 2019, compared to $1.9 million for the three months ended August 4, 2018. The increase in net cash used in investing activities relates to the loan advance made during the period, partially offset by a decrease in capital expenditures.

 

Adoption of IFRS 16 - Leases

 

The Company adopted IFRS 16 - Leases, replacing IAS 17 - Leases and Related interpretations, using the modified retrospective approach, effective for the annual reporting period beginning on February 3, 2019. As a result, the Company’s results for the first half of Fiscal 2019 reflect lease accounting under IFRS 16. Comparative figures for the first half of Fiscal 2018 have not been restated and continue to be reported under IAS 17, Leases. Refer to Note 3 of the unaudited condensed consolidated interim financial statements for the first half of 2019 for additional details on the implementation of IFRS 16.

 

Loan Agreement

 

The Company also announces that it entered into a secured loan agreement with Oink Oink Candy Inc., doing business as “Squish”, as borrower, and Rainy Day Investments Ltd. (“RDI”), as guarantor, pursuant to which the Company agreed to lend to Squish an amount of up to $2.0 million. The loan bears interest, payable monthly, at a rate of 1% over Bank of Montreal’s prime rate, which currently stands at 3.95% and is repayable no later than December 31, 2019. RDI has guaranteed all of Squish’s obligations to DAVIDsTEA and, as security in full for the guarantee, has given a movable hypothec (or lien) in favour of the Company on its shares of DAVIDsTEA. Squish is a company controlled by Sarah Segal, an officer of DAVIDsTEA. RDI, the principal shareholder of DAVIDsTEA, is controlled by Herschel Segal, Executive Chairman, Interim Chief Executive Officer and a director of DAVIDsTEA. Ms. Segal is the daughter of Mr. Segal. The Company and Squish previously entered into a Collaboration and Shared Services Agreement pursuant to which they collaborate on and share various services and infrastructure.

 

The Loan Agreement constitutes a related-party transaction under Québec Regulation 61-101 Respecting Protection of Minority Security Holders in Special Transactions but is exempt from the formal valuation and minority approval requirements thereof as neither the fair market value of the loan nor the fair market value of the consideration for the loan exceeds 25% of DAVIDsTEA’s market capitalization.

 

Board Resignation

 

The Company announces that Anne Darche has resigned as a member of the Board of Directors due to time constraints. The Board of Directors and management would like to thank Ms. Darche for her valued contributions and wish her well in her future endeavors.

 

 
2
 
 

 

Note

 

This release should be read in conjunction with the Company’s Management’s Discussion and Analysis, which will be filed by the Company with the Canadian securities regulatory authorities on www.sedar.com and with the U.S. Securities and Exchange Commission on www.sec.gov and will also be available in the Investor Relations section of the Company’s website at www.davidstea.com.

 

Use of Non-IFRS Financial Measures

 

This press release includes “non-IFRS financial measures” defined as including: 1) EBITDA and Adjusted EBITDA, 2) Adjusted operating loss, 3) Adjusted selling, general and administration expenses, 4) Adjusted net loss, 5) Adjusted fully diluted loss per share and 6) Adjusted selling, general and administration expenses as a percentage of sales. These non-IFRS financial measures are not defined by and in accordance with IFRS and may differ from similar measures reported by other companies. We believe that these non-IFRS financial measures provide knowledgeable investors with useful information with respect to our historical operations. We present these non-IFRS financial measures as supplemental performance measures because we believe they facilitate a comparative assessment of our operating performance relative to our performance based on our results under IFRS, while isolating the effects of some items that vary from period-to-period but not in substitution to IFRS financial measures.

 

Please refer to the non-IFRS financial measures section in Management’s Discussion and Analysis section of our Form 10-Q for a reconciliation to IFRS financial measures.

 

Conference Call Information

 

A conference call to discuss the first quarter Fiscal 2019 financial results is scheduled for today, September 17, 2019, at 5:00 pm Eastern Time. The conference call will be webcast and may be accessed via the Investor Relations section of the Company’s website at www.davidstea.com. An online archive of the webcast will be available within two hours of the conclusion of the call and will remain available for one year.

 

Condensed Consolidated Financial Data

(Canadian dollars, in thousands, except per share information)

 

 

 

For the three months ended

 

 

For the six months ended

 

 

 

August 3,

2019

 

 

August 3, 2019

Excluding impact

of IFRS 16 (1)

 

 

August 4,

2018

 

 

August 3,

2019

 

 

August 3, 2019

Excluding impact

of IFRS 16 (1)

 

 

August 4,

2018

 

 

 

(Unaudited)

 

Sales

 

$ 39,167

 

 

$ 39,167

 

 

$ 40,167

 

 

$ 83,432

 

 

$ 83,432

 

 

$ 85,953

 

Cost of sales

 

 

17,362

 

 

 

23,161

 

 

 

22,824

 

 

 

35,291

 

 

 

46,913

 

 

 

45,918

 

Gross profit

 

 

21,805

 

 

 

16,006

 

 

 

17,343

 

 

 

48,141

 

 

 

36,519

 

 

 

40,035

 

SG&A expenses

 

 

27,237

 

 

 

23,424

 

 

 

31,350

 

 

 

55,946

 

 

 

48,342

 

 

 

55,746

 

Operating loss

 

 

(5,432 )

 

 

(7,418 )

 

 

(14,007 )

 

 

(7,805 )

 

 

(11,823 )

 

 

(15,711 )

Finance costs

 

 

1,781

 

 

 

—

 

 

 

78

 

 

 

3,608

 

 

 

—

 

 

 

157

 

Finance income

 

 

(195 )

 

 

(195 )

 

 

(215 )

 

 

(386 )

 

 

(386 )

 

 

(452 )

Recovery of income tax

 

 

—

 

 

 

—

 

 

 

(3,872 )

 

 

—

 

 

 

—

 

 

 

(4,216 )

Net loss

 

$ (7,018 )

 

$ (7,223 )

 

$ (9,998 )

 

$ (11,027 )

 

$ (11,437 )

 

$ (11,200 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EBITDA1

 

$ 196

 

 

$ (5,603 )

 

$ (11,939 )

 

$ 3,338

 

 

$ (8,284 )

 

$ (11,775 )

Adjusted SG&A1

 

 

27,237

 

 

 

23,424

 

 

 

24,642

 

 

 

55,946

 

 

 

48,342

 

 

 

49,760

 

Adjusted operating loss1

 

 

(5,432 )

 

 

(7,418 )

 

 

(7,299 )

 

 

(7,805 )

 

 

(11,823 )

 

 

(9,725 )

Adjusted EBITDA1

 

 

361

 

 

 

(5,438 )

 

 

(5,564 )

 

 

3,630

 

 

 

(7,992 )

 

 

(5,964 )

Adjusted net loss1

 

 

(7,018 )

 

 

(7,223 )

 

 

(3,290 )

 

 

(11,027 )

 

 

(11,437 )

 

 

(5,214 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fully diluted loss per common share

 

$ (0.27 )

 

$ (0.28 )

 

$ (0.39 )

 

$ (0.42 )

 

$ (0.42 )

 

$ (0.43 )

Adjusted fully diluted loss per common share1

 

$ (0.27 )

 

$ (0.28 )

 

$ (0.13 )

 

$ (0.42 )

 

$ (0.42 )

 

$ (0.20 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross profit as a percentage of sales

 

 

55.7 %

 

 

40.9 %

 

 

43.2 %

 

 

57.7 %

 

 

43.8 %

 

 

46.6 %

SG&A as a percentage of sales

 

 

69.5 %

 

 

59.8 %

 

 

78.0 %

 

 

67.1 %

 

 

57.9 %

 

 

64.9 %

Adjusted SG&A as a percentage of sales1

 

 

69.5 %

 

 

59.8 %

 

 

61.3 %

 

 

67.1 %

 

 

57.9 %

 

 

57.9 %

Number of stores at end of period

 

 

233

 

 

 

233

 

 

 

239

 

 

 

233

 

 

 

233

 

 

 

239

 

Comparable sales decline for the period

 

 

(9.4 )%

 

 

(9.4 )%

 

 

(14.8 )%

 

 

(7.7 )%

 

 

(7.7 )%

 

 

(10.8 )%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash provided by (used in) operating activities

 

$ 3,083

 

 

$ (2,716 )

 

$ (12,438 )

 

$ 3,443

 

 

$ (8,179 )

 

$ (19,544 )

Cash provided by (used in) financing activities

 

 

(5,799 )

 

 

—

 

 

 

74

 

 

 

(11,622 )

 

 

—

 

 

 

74

 

Cash used in investing activities

 

 

(3,050 )

 

 

(3,050 )

 

 

(1,881 )

 

 

(4,170 )

 

 

(4,170 )

 

 

(4,391 )

Decrease in cash during the period

 

 

(5,766 )

 

 

(5,766 )

 

 

(14,245 )

 

 

(12,349 )

 

 

(12,349 )

 

 

(23,861 )

Cash, end of period

 

$ 29,725

 

 

$ 29,725

 

 

$ 39,623

 

 

$ 29,725

 

 

$ 29,725

 

 

$ 39,623

 

 

 

 

August 3,

 

 

Feb 2,

 

 

August 4,

 

As at

 

2019

 

 

2019

 

 

2018

 

Inventories

 

$ 27,893

 

 

$ 34,353

 

 

$ 33,680

 

Accounts receivable

 

$ 2,140

 

 

$ 3,681

 

 

$ 3,201

 

__________________

1 Please refer to “Use of Non-IFRS financial measures” in this press release.

 

 
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Cautionary Forward-Looking Statements

 

Certain material presented in this press release includes forward-looking statements intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally can be identified by the use of words such as “anticipate,” “expect,” “plan,” “could,” “may,” “will,” “believe,” “estimate,” “forecast,” “goal,” “project,” and other words of similar meaning. These forward-looking statements address various matters including management’s beliefs about the Company’s prospects, management’s turn-around strategy, plans for investment in marketing initiatives, changes to product offerings and assortment, and strategic plans. The Company cannot assure investors that future developments affecting the Company will be those that it has anticipated. Actual results may differ materially from these expectations due to risks and uncertainties including: the Company’s ability to implement its strategy, the Company’s ability to maintain and enhance its brand image, particularly in new markets; the Company’s ability to compete in the specialty tea and beverage category; the Company’s ability to expand and improve its operations; changes in the Company’s executive management team; levels of foot traffic in locations in which the Company’s stores are located; changes in consumer trends and preferences; fluctuations in foreign currency exchange rates; general economic conditions and consumer confidence; minimum wage laws; the importance of the Company’s first and second fiscal quarters to results of operations for the entire fiscal year; and other risks set forth in the Company’s Annual Report on Form 10-K. If one or more of these risks or uncertainties materialize, or if any of the Company’s assumptions prove incorrect, the Company’s actual results may vary in material respects from those projected in these forward-looking statements. Any forward-looking statement made by the Company in this release speaks only as of the date on which the Company makes it. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by any applicable securities laws.

 

About DAVIDsTEA

 

DAVIDsTEA is a leading retailer of specialty tea, offering a differentiated selection of proprietary loose-leaf teas, pre-packaged teas, tea sachets and tea-related gifts, accessories and food and beverages through over 230 company-owned and operated DAVIDsTEA retail stores in Canada and the United States, as well as through its e-commerce platform at davidstea.com. A selection of DAVIDsTEA products are also available in grocery stores across Canada through its growing wholesale distribution channel. The Company is headquartered in Montréal, Canada.

 

Investor Contact

Media Contact

MaisonBrison Communications

PELICAN PR

Pierre Boucher

Lyla Radmanovich

514.731.0000

514-845-8763

investors@davidstea.com

media@rppelican.ca

 

 
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