Tilray Brands, Inc. (“Tilray”, “our”, “we” or the “Company”)
(Nasdaq: TLRY; TSX: TLRY), a leading global cannabis-lifestyle and
consumer packaged goods company, today reported financial results
for its third quarter ended February 29, 2024. All financial
information in this press release is reported in U.S. dollars,
unless otherwise indicated.
Financial Highlights – 2024 Fiscal Third
Quarter
- Net revenue of $188.3 million increased ~30% in the third
quarter compared to $145.6 million in the prior year quarter.
- Gross profit was $49.4 million, while adjusted gross profit
increased 17% to $51.6 million in the third quarter. Gross margin
was 26% and adjusted gross margin was 27%.
- Beverage-alcohol
net revenue increased 165% to $54.7 million in the third quarter
from $20.6 million in the prior year quarter. The increase was
related to our new Craft Acquisition brands while our existing
brands stayed consistent.
- Beverage-alcohol
gross profit increased 89% to $18.9 million in the third quarter
from $10.0 million in the prior year quarter. Adjusted
beverage-alcohol gross profit increased to $20.9 million from $11.0
million in the prior year quarter.
- Beverage-alcohol
gross margin was 34% in the third quarter compared to 48% in the
prior year quarter and adjusted gross beverage alcohol margin was
38% in the third quarter compared to 53% in the prior year quarter.
The decrease was a result of the addition of the acquired craft
brands, which currently have lower margins than our historical
business, primarily due to the current underutilization of the
breweries we acquired.
- Cannabis net
revenue increased 33% to $63.4 million in the third quarter
compared to $47.5 million in the prior year quarter, reflecting the
acquisitions of HEXO and Truss as well as growth in Canadian
medical, Canadian adult-use, wholesale, and international.
- Cannabis gross
profit increased to $20.9 million in the third quarter from $(32.8)
million in the prior year quarter. Adjusted gross profit was $21.1
million compared to $22.2 million in the prior year quarter.
- Cannabis gross
margin was 33% in the third quarter compared to (69) % in the prior
year quarter. Adjusted cannabis gross margin was 33% compared to
47% in the prior year quarter. A portion of the decrease is a
result of the termination of the HEXO advisory services agreement
which contributed no gross profit in the third quarter compared to
$8.7 million in the prior year quarter, while the remaining decline
in gross margin was a result of a change in sales mix.
- Distribution net
revenue was $56.8 million in the third quarter compared to $65.4
million in the prior year quarter. Revenue was impacted by
short-term challenges related to changes in the regulations
pertaining to rebates, IT infrastructure outages and weather.
- Distribution
(Tilray Pharma) gross margin was 10% in the third quarter compared
to 11% in the prior year quarter.
- Wellness net
revenue increased 12% to $13.4 million in the third quarter from
$12.0 million in the prior year quarter. The increase was related
to our strategic focus on targeted advertising campaigns, coupled
with our continuous innovation efforts.
- Net loss
decreased to $105.0 million in the third quarter compared to net
loss of $1.2 billion in the prior year quarter. Net loss per share
narrowed to ($0.12) compared to ($1.90) in the prior year
quarter.
- Adjusted EBITDA
was $10.2 million in the third quarter compared to $13.3 million in
the prior year quarter.
- Strong financial
liquidity position of ~$226 million, consisting of $146.3 million
in cash and $79.6 million in marketable securities.
- Reduced
outstanding convertible debt by $50.7 million compared to the
second quarter and a further $41.9 million subsequent to the end of
our third quarter.
- Net cash used in
operating activities improved to $(15.4) million in the third
quarter compared to $(18.6) million in the prior year quarter. The
improvement in cash use was primarily related to the achievement of
the HEXO and Truss synergies.
Irwin D. Simon, Tilray Brands’ Chairman and
Chief Executive Officer, stated, “Over the past several years, our
playbook of expanding our cannabis business to complementary
markets such as beverages and hemp-based consumer products has
positioned us well to navigate the current environment and to
benefit from future growth opportunities. Tilray Brands today
represents the future of the global CPG industry leading the
convergence of cannabis, beverages, and wellness. We have become
the most dynamic and diversified cannabis-lifestyle and consumer
products company globally as we lead and advance global cannabis,
fuel consumer needs in wellness foods and snacks, and disrupt craft
beverages. We are proud of our position as the #1 Canadian cannabis
LP, the European market leader in medical cannabis, the leader in
hemp foods, the 5th largest craft brewer in the U.S., and are now
aiming to become a top 12 beer and alcohol beverage company in the
U.S.”
Mr. Simon continued, “We made several notable
achievements during the third quarter, including growing revenue
across our core business segments, increasing our adjusted gross
profit, reducing our convertible debt balance, progressing the
integration of our recently acquired craft beverage brands,
realizing operating synergies in integrating our HEXO acquisition,
completing our Canadian and international cannabis cost reduction
plans, and strengthening our balance sheet.”
Operating Highlights
Strengthened Operations and Financial
Position
- Significantly reduced convertible
debt by $205.5 million of principal of outstanding notes through
the first three quarter of the fiscal year 2024, including $50.7
million principal reduction during the third quarter 2024, and a
further $41.9 million after the period end. We intend to continue
to opportunistically repurchase additional notes to optimize our
capital structure and enhance financial flexibility.
- Achieved $27.5
million in annualized run-rate savings (and $15.6 million in actual
cash cost savings) as part of the $30-$35 million synergy plan
related to the HEXO acquisition.
- Completed
Canadian cannabis business cost reduction plan launched during
fiscal year 2022 and international cannabis business plan launched
during fiscal year 2023.
Growing Leadership Position in CPG and
Beverage-Alcohol
- In September
2023, Tilray expanded and further diversified its beverage
portfolio of SweetWater Brewing Company, Alpine Brewing, Green
Flash Brewing, Montauk Brewing, and Breckenridge Distillery by
acquiring eight beer and beverage brands from Anheuser-Busch (NYSE:
BUD), which elevated us to the 5th largest position in the U.S.
craft beer market. The Craft Acquisition brands, which possess
strong consumer loyalty and dominate key regions across the U.S. in
the Northeast, the Pacific Northwest, and the Southeast, are Shock
Top, Breckenridge Brewery, Blue Point Brewing Company, 10 Barrel
Brewing Company, Redhook Brewery, Widmer Brothers Brewing, Square
Mile Cider Company, and HiBall Energy (the “Craft Acquisition”).
Tilray now seeks to become a top 12 U.S. beer and alcohol beverage
company through a strategic three-pronged approach that consists of
a regional brand growth, national brand expansion, and innovation
strategy.
- Since the Craft
Acquisition, Tilray has increased the acquired brand category by
2.12% overall, with 10 Barrel Brewing Company increasing by 8.5%
and Redhook Brewery by 7.0%. According to BI STR data, Tilray has
increased its market share of total beer in 13 states, where
comparing share before and after the acquisition. We are also the
#1 craft supplier in the Pacific Northwest, #1 brand family in
Metro New York (Montauk Brewing) and the #1 brand family in Georgia
Multi-Outlet (SweetWater Brewing Company).
- Tilray’s
wellness brand, Manitoba Harvest, expanded its brand leadership
position in the U.S. and Canada with increased consumption in both
the natural and conventional channels as the brand’s top five
customers all generating growth. We continue to focus on
value-added innovation within the wellness and food beverage space,
with the launch of Bio-Active Fiber and protein rich Oatmeal coming
to market during the third quarter. In addition, during the latter
half of the quarter, we relaunched HiBall energy drinks within the
wellness beverages space to complement our Happy Flower CBD
beverage launch which occurred in the second quarter.
Leading Global Cannabis Operations, Brands,
and Market Share
- Tilray continues
to lead the Canadian cannabis market in revenue, sales volume, and
market share with a 11.6% position during the third quarter. The
Company led with #1 share in Cannabis Flower, Oils, Concentrates
and THC Beverage product categories.
- The HEXO Corp.
and Truss Beverage acquisitions together significantly bolstered
Tilray’s dominant cannabis position and strengthened low-cost
operations and complementary distribution across all Canadian
geographies.
- Tilray is
focused on growing its leading market share in medical cannabis
across Europe and other international markets. This will be
accomplished by capitalizing on its unrivaled cultivation and
distribution operations and the leadership team’s depth of
commercial and regulatory expertise. During the third quarter,
international cannabis net revenue increased by 44% over the prior
period driven by growth in our existing markets and expansion into
emerging international medical markets.
- In the U.S.
today, Tilray does not participate in any cannabis operations and
therefore, does not derive any revenue or cash from any cannabis
operations in the U.S. The rescheduling of cannabis could open a
path for Tilray to leverage its expertise in Canadian and European
medical cannabis to distribute medical cannabis in the U.S. In the
event of federal cannabis legalization in the U.S., we believe that
Tilray is well-positioned to immediately leverage its strong U.S.
leadership position and strategic strengths across operations,
distribution, and brands to include THC-infused products. We
further believe that our MedMen investment in the U.S. will
position us to maximize commercial opportunities providing
additional revenue opportunities in cannabis.
Updated Fiscal Year 2024
Guidance
For its fiscal year ending May 31, 2024, the
Company is now guiding to an Adjusted EBITDA target of $60 million
to $63 million. In addition, the Company no longer expects to
generate positive adjusted free cash flow for the full fiscal year
2024, due to delayed timing for collecting cash on various asset
sales.
Management’s guidance for Adjusted EBITDA is
provided on a non-GAAP basis and excludes transaction expenses,
restructuring charges, litigation costs, facility start-up and
closure costs, purchase price accounting step-up, changes in fair
value of contingent consideration and other items carried at fair
value, non-operating income (expenses), and other non-recurring
items that may be incurred during the Company's fiscal year 2024,
which the Company will continue to identify as it reports its
future financial results. Management’s guidance for adjusted free
cash flow is provided on a non-GAAP basis and excludes our growth
capex, projected integration costs related to HEXO and the Craft
Acquisition, and the cash income taxes related to Aphria
Diamond.
The Company cannot reconcile its expected
adjusted EBITDA to net income or adjusted free cash flow to
operating cash flow under “Fiscal Year 2024 Guidance” without
unreasonable effort because of certain items that impact net income
and other reconciling metrics are out of the Company’s control
and/or cannot be reasonably predicted at this time.
Tilray Brands Strategic Growth Actions –
2024 Fiscal Third Quarter
February 2024
- Tilray Provides
International Cannabis Update on Milestone German Cannabis
Legalization
- Good Supply
Launches New ‘Juiced’ Cannabis Pre-Roll Multi-Packs Across
Canada
- Tilray Medical
Applauds German Bundestag and Landmark Passage of Medical Cannabis
Act in Germany
- Solei Brand
Launches New Cannabis Infused Cold Brew Teas
- Two of Oregon’s
Favorite Craft Breweries Team Up With the Portland Timbers as
Official Craft Beer Sponsors
- SweetWater
Brewing Teams Up With Major League Soccer’s Atlanta United FC as
Official Craft Beer Partner
- 10 Barrel
Brewing Co. Announces Official Beer Sponsorship of the Natural
Selection Tour
- Widmer Brothers
Brewing’s Beloved White Gold Hazy Lager Returns
- 10 Barrel
Brewing Launches Pub Ice: a Refreshing Twist on ‘Cheap Fun’
- Blue Point
Brewing Announces Its 4th Annual Shakedown on Main Street Festival
Featuring Headliners Shaggy, Bryce Vine, and B.o.B
- Breckenridge
Distillery Wins World’s Best Finished Bourbon at 2024 World
Whiskies Awards
- SweetWater
Brewing and Atlanta Track Club Join Forces to Promote Active
Lifestyles
- Manitoba Harvest
Hemp Foods and Brightseed Launch Bio-Active Fiber
- CANADA! GEARING
UP FOR THE BIG GAME?
- SweetWater
Brewing and Pullman Yards Present 420 Fest on April 20 & 21,
2024
January 2024
- Tilray Beers: A
Lock for the Big Game
- Breckenridge
Distillery and Breckenridge Brewery Announce Fourth Edition of Sexy
Motor Oil Whiskey and New Sexy Motor Oil Beer
- Embrace the
Taste of Paradise with Breckenridge Brewery’s Refreshing New ‘Juicy
Oasis Fruited Hazy IPA’
- Tilray Brands
Completes Acquisition of Truss Beverage Co.
- A Cut Above:
RIFF Cannabis Brand Expands Its Diamond Collection With New THCA
‘Liquid Diamond’ Vapes
- Manitoba Harvest
Hemp Foods Celebrates a Decade of B Corp Certification With a Score
of 100 Points
- SweetWater
Brewing Doubles Down on ‘Gummies’
- Tilray Brands
Delivers Record Q2 Fiscal 2024 Net Revenue
- Kick off the New
Year with a ‘BOOST’ from RIFF Cannabis
December 2023
- Tilray Launches
Cannabis-Infused Premium Belgian Chocolates With Chowie Wowie
Edibles Brand
- Alpine Beer’s
Fan-Favorite ‘Windows Up’ IPA Returns With Its Signature Tropical
Dankness
- Breckenridge
Distillery Awarded 96 Points and Receives Double Gold and Gold
Recognitions at This Year’s 2023 New York International Spirits
Competition
- SweetWater
Brewing Announces 27th Anniversary Party Concert Lineup
- Embrace the
Chill With Montauk Brewing’s Cold-Weather Beers
- Elevate Everyday
Wellness Rituals With Solei Cannabis Teas
- Celebrate This
Holiday Season With Delicious and Healthy Baking Recipes
- Tilray Brands
Presents the Best Holiday Gifts for Whiskey Enthusiasts and Craft
Beer Lovers
- Tilray Brands
Unveils Canadian Cannabis Lineup for the Holidays
- Montauk Brewing
Expands Distribution Across the Southeast and Launches in
Florida
Live Audio Webcast
Tilray Brands will host a webcast to discuss
these results today at 8:30 a.m. Eastern Time. Investors may join
the live webcast available on the Investors section of the
Company’s website at www.Tilray.com. A replay will be available and
archived on the Company’s website.
About Tilray Brands
Tilray Brands, Inc. (“Tilray”) (Nasdaq: TLRY;
TSX: TLRY), is a leading global cannabis lifestyle and consumer
packaged goods company with operations in Canada, the United
States, Europe, Australia, and Latin America that is changing
people's lives for the better – one person at a time – by inspiring
and empowering a worldwide community to live their very best life,
enhanced by moments of connection and wellbeing. Tilray’s mission
is to be the most responsible, trusted and market leading cannabis
consumer products company in the world with a portfolio of
innovative, high-quality, and beloved brands that address the needs
of the consumers, customers, and patients we serve. A pioneer in
cannabis research, cultivation, and distribution, Tilray’s
unprecedented production platform supports over 20 brands in over
20 countries, including comprehensive cannabis offerings,
hemp-based foods, and craft beverages.
For more information on how we open a world of
wellbeing, visit, Tilray.com and follow @Tilray on all social
platforms.
Cautionary Statement Concerning
Forward-Looking Statements
Certain statements in this press release
constitute forward-looking information or forward-looking
statements (together, “forward-looking statements”) under Canadian
securities laws and within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, that are intended to
be subject to the “safe harbor” created by those sections and other
applicable laws. Forward-looking statements can be identified by
words such as “forecast,” “future,” “should,” “could,” “enable,”
“potential,” “contemplate,” “believe,” “anticipate,” “estimate,”
“plan,” “expect,” “intend,” “may,” “project,” “will,” “would” and
the negative of these terms or similar expressions, although not
all forward-looking statements contain these identifying words.
Certain material factors, estimates, goals, projections or
assumptions were used in drawing the conclusions contained in the
forward-looking statements throughout this communication.
Forward-looking statements include statements
regarding our intentions, beliefs, projections, outlook, analyses
or current expectations concerning, among other things: the
Company’s ability to become the world's leading cannabis-focused
consumer branded company; the Company’s ability to become a leading
beverage alcohol Company; the Company’s ability to achieve long
term profitability; the Company’s ability to achieve operational
scale, market share, distribution, profitability and revenue growth
in particular business lines and markets; the Company’s ability to
successfully achieve revenue growth, margin and profitability
improvements, production and supply chain efficiencies, synergies
and cost savings; the Company’s ability to generate $60 - 63
million of Adjusted EBITDA in fiscal year 2024 and other
expectations on the Company’s ability to be adjusted free cash-flow
positive in its operating business in fiscal year 2024; the
Company’s expected revenue growth, sales volume, profitability,
synergies and accretion related to any of its acquisitions;
expected opportunities upon U.S. federal legalization or
rescheduling; the Company’s anticipated investments and
acquisitions, including in organic and strategic growth,
partnership efforts, product offerings and other initiatives; and
the Company’s ability to commercialize new and innovative
products.
Many factors could cause actual results,
performance or achievement to be materially different from any
forward-looking statements, and other risks and uncertainties not
presently known to the Company or that the Company deems immaterial
could also cause actual results or events to differ materially from
those expressed in the forward-looking statements contained herein.
For a more detailed discussion of these risks and other factors,
see the most recently filed annual information form of the Company
and the Annual Report on Form 10-K (and other periodic reports
filed with the SEC) of the Company made with the SEC and available
on EDGAR. The forward-looking statements included in this
communication are made as of the date of this communication and the
Company does not undertake any obligation to publicly update such
forward-looking statements to reflect new information, subsequent
events or otherwise unless required by applicable securities
laws.
Use of Non-U.S. GAAP Financial Measures
This press release and the accompanying tables
include non-GAAP financial measures, including Adjusted gross
margin, Adjusted gross profit, Adjusted EBITDA, Adjusted net income
(loss), Adjusted net income (loss) per share, free cash flow,
adjusted free cash flow, constant currency presentations of revenue
and cash and marketable securities. Management believes that the
non-GAAP financial measures presented provide useful additional
information to investors about current trends in the Company's
operations and are useful for period-over-period comparisons of
operations. These non-GAAP financial measures should not be
considered in isolation or as a substitute for the comparable GAAP
measures. In addition, these non-GAAP measures may not be the same
as similar measures provided by other companies due to potential
differences in methods of calculation and items being excluded.
They should be read only in connection with the Company's
Consolidated Statements of Operations and Cash Flows presented in
accordance with GAAP.
Certain forward-looking non-GAAP financial
measures included in this press release are not reconciled to the
comparable forward-looking GAAP financial measures. The Company is
not able to reconcile these forward-looking non-GAAP financial
measures to their most directly comparable forward-looking GAAP
financial measures without unreasonable efforts because the Company
is unable to predict with a reasonable degree of certainty the type
and extent of certain items that would be expected to impact GAAP
measures but would not impact the non-GAAP measures. Such items may
include litigation and related expenses, transaction costs,
impairments, foreign exchange movements and other items. The
unavailable information could have a significant impact on the
Company's GAAP financial results.
The Company believes presenting net sales at
constant currency provides useful information to investors because
it provides transparency to underlying performance in the Company's
consolidated net sales by excluding the effect that foreign
currency exchange rate fluctuations have on period-to-period
comparability given the volatility in foreign currency exchange
markets. To present this information for historical periods,
current period net sales for entities reporting in currencies other
than the U.S. dollar are translated into U.S. dollars at the
average monthly exchange rates in effect during the corresponding
period of the prior fiscal year, rather than at the actual average
monthly exchange rate in effect during the current period of the
current fiscal year. As a result, the foreign currency impact is
equal to the current year results in local currencies multiplied by
the change in average foreign currency exchange rate between the
current fiscal period and the corresponding period of the prior
fiscal year.
Adjusted EBITDA is calculated as net income
(loss) before income tax benefits, net; interest expense, net;
non-operating income (expense), net; amortization; stock-based
compensation; change in fair value of contingent consideration;
purchase price accounting step-up; impairments; inventory valuation
allowance; Other than temporary change in fair value of convertible
notes receivable; facility start-up and closure costs; litigation
costs; restructuring costs and transaction (income) costs. A
reconciliation of Adjusted EBITDA to net loss, the most directly
comparable GAAP measure, has been provided in the financial
statement tables included below in this press release.
Historically, we have included lease expenses for leases that were
treated differently under IFRS 16 and ASC 842 in the calculation of
adjusted EBITDA, aiming to align our definition with industry peers
reporting under IFRS. The decision to include these lease expenses
in the Company's definition of adjusted EBITDA was based on our
efforts to maintain comparability with peers. However, as the
Company has continued to diversify, particularly with strategic
acquisitions such as the newly acquired beverage alcohol business
portfolio, this comparison is no longer relevant, accordingly, we
are no longer including this adjustment. Had the Company continued
to include lease expenses that were treated differently under IFRS
16 and ASC 842, the impact to adjusted EBITDA would have been $1.4
million and $3.2 million for the three and nine months ended
February 29, 2024. In comparison, under the previous
reconciliation, the impact to adjusted EBITDA would have been $0.7
million and $2.1 million for the three and nine months ended
February 28, 2023. Adjusted net income (loss) is calculated as net
loss attributable to stockholders of Tilray Brands, Inc., net;
non-operating income (expense), net; amortization; stock-based
compensation; change in fair value of contingent consideration;
impairments; inventory valuation allowance; Other than temporary
change in fair value of convertible notes receivable, attributable
to stockholders of Tilray Brands, Inc. facility start-up and
closure costs; litigation costs; restructuring costs and
transaction (income) costs. A reconciliation of Adjusted net income
(loss) to net loss attributable to stockholders of Tilray Brands,
Inc., the most directly comparable GAAP measure, has been included
below in this press release. Adjusted net income (loss) per share
is calculated as net loss attributable to stockholders of Tilray
Brands, Inc., net; non-operating income (expense), net;
amortization; stock-based compensation; change in fair value of
contingent consideration; facility start-up and closure costs;
litigation costs; restructuring costs and transaction (income)
costs, divided by weighted average number of common shares
outstanding. A reconciliation of Adjusted net income (loss) per
share to net loss attributable to stockholders of Tilray Brands,
Inc., the most directly comparable GAAP measure, has been included
below in this press release. Adjusted gross profit, is calculated
as gross profit adjusted to exclude the impact of purchase price
accounting valuation step-up. A reconciliation of Adjusted gross
profit, excluding purchase price accounting valuation step-up, to
gross profit, the most directly comparable GAAP measure, has been
provided in the financial statement tables included below in this
press release. Adjusted gross margin, excluding purchase price
accounting valuation step-up, is calculated as revenue less cost of
sales adjusted to add back amortization of inventory step-up,
divided by revenue. A reconciliation of Adjusted gross margin,
excluding purchase price accounting valuation step-up and inventory
valuation allowance, to gross margin, the most directly comparable
GAAP measure, has been provided in the financial statement tables
included below in this press release. Free cash flow is comprised
of two GAAP measures which are net cash flow provided by (used in)
operating activities less investments in capital and intangible
assets, net. A reconciliation of net cash flow provided by (used
in) operating activities to free cash flow, the most directly
comparable GAAP measure, has been provided in the financial
statement tables included below in this press release. Adjusted
free cash flow is comprised of two GAAP measures which are net cash
flow provided by (used in) operating activities less investments in
capital and intangible assets, net, and the exclusion of growth
CAPEX from investments in capital and intangible assets, net, which
excludes the amount of capital expenditures that are considered to
be associated with growth of future operations rather than to
maintain the existing operations of the Company, and excludes our
integration costs related to HEXO and the Craft Acquisition and the
cash income taxes related to Aphria Diamond to align with
management’s prescribed guidance. A reconciliation of net cash flow
provided by (used in) operating activities to adjusted free cash
flow, the most directly comparable GAAP measure, has been provided
in the financial statement tables included below in this press
release. Constant currency presentations of revenue are used to
normalize the effects of foreign currency. To present this
information for historical periods, current period net sales for
entities reporting in currencies other than the U.S. Dollar are
translated into U.S. Dollars at the average monthly exchange rates
in effect during the corresponding period of the prior fiscal year
rather than at the actual average monthly exchange rate in effect
during the current period of the current fiscal year. As a result,
the foreign currency impact is equal to the current year results in
local currencies multiplied by the change in average foreign
currency exchange rate between the current fiscal period and the
corresponding period of the prior fiscal year. A reconciliation of
prior year revenue to constant currency revenue the most directly
comparable GAAP measure, has been provided in the financial
statement tables included below in this press release. Cash and
marketable securities are comprised of two GAAP measures, cash and
cash equivalents added to marketable securities. The Company’s
management believes that this presentation provides useful
information to management, analysts and investors regarding certain
additional financial and business trends relating to its short-term
liquidity position by combing these two GAAP metrics. Net debt is
the sum of the cash and cash equivalents, marketable securities,
bank indebtedness, long-term debt and convertible debentures
payable.
Contacts:Media:
Berrin Nooratanews@tilray.com
Investors:
Raphael
Gross203-682-8253Raphael.Gross@icrinc.com
Consolidated Statements of Financial
Position
| |
February 29, |
|
May 31, |
|
| (in thousands of US
dollars) |
2024 |
|
2023 |
|
|
Assets |
|
|
|
|
|
|
| Current
assets |
|
|
|
|
|
|
|
Cash and cash equivalents |
$ |
146,253 |
|
$ |
206,632 |
|
|
Marketable securities |
|
79,605 |
|
|
241,897 |
|
|
Accounts receivable, net |
|
89,542 |
|
|
86,227 |
|
|
Inventory |
|
244,139 |
|
|
200,551 |
|
|
Prepaids and other current assets |
|
43,034 |
|
|
37,722 |
|
|
Assets held for sale |
|
28,638 |
|
|
- |
|
| Total current
assets |
|
631,211 |
|
|
773,029 |
|
|
Capital assets |
|
578,783 |
|
|
429,667 |
|
|
Operating lease, right-of-use assets |
|
17,453 |
|
|
5,941 |
|
|
Intangible assets |
|
930,105 |
|
|
973,785 |
|
|
Goodwill |
|
2,009,632 |
|
|
2,008,843 |
|
|
Interest in equity investees |
|
- |
|
|
4,576 |
|
|
Long-term investments |
|
8,058 |
|
|
7,795 |
|
|
Convertible notes receivable |
|
32,000 |
|
|
103,401 |
|
|
Other assets |
|
5,614 |
|
|
222 |
|
| Total
assets |
$ |
4,212,856 |
|
$ |
4,307,259 |
|
|
Liabilities |
|
|
|
|
|
|
| Current
liabilities |
|
|
|
|
|
|
|
Bank indebtedness |
$ |
15,029 |
|
$ |
23,381 |
|
|
Accounts payable and accrued liabilities |
|
209,763 |
|
|
190,682 |
|
|
Contingent consideration |
|
- |
|
|
16,218 |
|
|
Warrant liability |
|
3,182 |
|
|
1,817 |
|
|
Current portion of lease liabilities |
|
5,424 |
|
|
2,423 |
|
|
Current portion of long-term debt |
|
12,351 |
|
|
24,080 |
|
|
Current portion of convertible debentures payable |
|
83,351 |
|
|
174,378 |
|
| Total current
liabilities |
|
329,100 |
|
|
432,979 |
|
| Long - term
liabilities |
|
|
|
|
|
|
|
Contingent consideration |
|
14,000 |
|
|
10,889 |
|
|
Lease liabilities |
|
73,228 |
|
|
7,936 |
|
|
Long-term debt |
|
165,648 |
|
|
136,889 |
|
|
Convertible debentures payable |
|
126,587 |
|
|
221,044 |
|
|
Deferred tax liabilities |
|
161,042 |
|
|
167,364 |
|
|
Other liabilities |
|
210 |
|
|
215 |
|
| Total
liabilities |
|
869,815 |
|
|
977,316 |
|
| Stockholders'
equity |
|
|
|
|
|
|
|
Common stock ($0.0001 par value; 1,198,000,000 common shares
authorized; 774,028,053 and 656,655,455 common shares issued and
outstanding, respectively) |
|
77 |
|
|
66 |
|
|
Preferred shares ($0.0001 par value; 10,000,000 preferred shares
authorized; nil and nil preferred shares issued and outstanding,
respectively) |
|
- |
|
|
- |
|
|
Additional paid-in capital |
|
6,030,709 |
|
|
5,777,743 |
|
|
Accumulated other comprehensive loss |
|
(43,187 |
) |
|
(46,610 |
) |
|
Accumulated Deficit |
|
(2,628,741 |
) |
|
(2,415,507 |
) |
| Total Tilray Brands,
Inc. stockholders' equity |
|
3,358,858 |
|
|
3,315,692 |
|
|
Non-controlling interests |
|
(15,817 |
) |
|
14,251 |
|
| Total stockholders'
equity |
|
3,343,041 |
|
|
3,329,943 |
|
| Total liabilities and
stockholders' equity |
$ |
4,212,856 |
|
$ |
4,307,259 |
|
| |
Condensed Consolidated Statements of Net Income (Loss)
and Comprehensive Income (Loss)
| |
|
For the three months ended |
|
|
|
|
|
|
|
|
|
|
For the nine months ended |
|
|
|
|
|
|
|
|
|
|
(in thousands of U.S. dollars except for per share
data) |
|
February 29, |
|
|
February 28, |
|
|
|
Change |
|
|
|
% Change |
|
|
February 29, |
|
|
February 28, |
|
|
|
Change |
|
|
|
% Change |
|
| |
|
2024 |
|
|
2023 |
|
|
2024 vs. 2023 |
|
|
2024 |
|
|
2023 |
|
|
2024 vs. 2023 |
|
|
Net revenue |
|
$ |
188,340 |
|
|
$ |
145,589 |
|
|
$ |
42,751 |
|
|
|
29 |
% |
|
$ |
559,060 |
|
|
$ |
442,936 |
|
|
$ |
116,124 |
|
|
|
26 |
% |
| Cost of goods sold |
|
|
138,944 |
|
|
|
157,288 |
|
|
|
(18,344 |
) |
|
|
(12 |
)% |
|
|
418,059 |
|
|
|
363,139 |
|
|
|
54,920 |
|
|
|
15 |
% |
| Gross profit (loss) |
|
|
49,396 |
|
|
|
(11,699 |
) |
|
|
61,095 |
|
|
|
(522 |
)% |
|
|
141,001 |
|
|
|
79,797 |
|
|
|
61,204 |
|
|
|
77 |
% |
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative |
|
|
39,940 |
|
|
|
38,999 |
|
|
|
941 |
|
|
|
2 |
% |
|
|
123,769 |
|
|
|
117,385 |
|
|
|
6,384 |
|
|
|
5 |
% |
|
Selling |
|
|
9,995 |
|
|
|
6,452 |
|
|
|
3,543 |
|
|
|
55 |
% |
|
|
24,437 |
|
|
|
25,792 |
|
|
|
(1,355 |
) |
|
|
(5 |
)% |
|
Amortization |
|
|
21,558 |
|
|
|
23,518 |
|
|
|
(1,960 |
) |
|
|
(8 |
)% |
|
|
65,700 |
|
|
|
71,872 |
|
|
|
(6,172 |
) |
|
|
(9 |
)% |
|
Marketing and promotion |
|
|
11,191 |
|
|
|
7,354 |
|
|
|
3,837 |
|
|
|
52 |
% |
|
|
28,934 |
|
|
|
23,137 |
|
|
|
5,797 |
|
|
|
25 |
% |
|
Research and development |
|
|
106 |
|
|
|
171 |
|
|
|
(65 |
) |
|
|
(38 |
)% |
|
|
241 |
|
|
|
502 |
|
|
|
(261 |
) |
|
|
(52 |
)% |
|
Change in fair value of contingent consideration |
|
|
(5,983 |
) |
|
|
352 |
|
|
|
(6,335 |
) |
|
|
(1800 |
)% |
|
|
(16,790 |
) |
|
|
563 |
|
|
|
(17,353 |
) |
|
|
(3,082 |
)% |
|
Impairments |
|
|
— |
|
|
|
934,000 |
|
|
|
(934,000 |
) |
|
|
(100 |
)% |
|
|
— |
|
|
|
934,000 |
|
|
|
(934,000 |
) |
|
|
(100 |
)% |
|
Other than temporary change in fair value of convertible notes
receivable |
|
|
42,681 |
|
|
|
181,376 |
|
|
|
(138,695 |
) |
|
|
(76 |
)% |
|
|
42,681 |
|
|
|
181,376 |
|
|
|
(138,695 |
) |
|
|
(76 |
)% |
|
Litigation costs, net of recoveries |
|
|
3,363 |
|
|
|
(5,230 |
) |
|
|
8,593 |
|
|
|
(164 |
)% |
|
|
8,439 |
|
|
|
(1,970 |
) |
|
|
10,409 |
|
|
|
(528 |
)% |
|
Restructuring costs |
|
|
5,178 |
|
|
|
2,663 |
|
|
|
2,515 |
|
|
|
94 |
% |
|
|
8,748 |
|
|
|
10,727 |
|
|
|
(1,979 |
) |
|
|
(18 |
)% |
|
Transaction costs (income) |
|
|
3,465 |
|
|
|
5,382 |
|
|
|
(1,917 |
) |
|
|
(36 |
)% |
|
|
13,061 |
|
|
|
(3,882 |
) |
|
|
16,943 |
|
|
|
(436 |
)% |
| Total operating expenses |
|
|
131,494 |
|
|
|
1,195,037 |
|
|
|
(1,063,543 |
) |
|
|
(89 |
)% |
|
|
299,220 |
|
|
|
1,359,502 |
|
|
|
(1,060,282 |
) |
|
|
(78 |
)% |
| Operating loss |
|
|
(82,098 |
) |
|
|
(1,206,736 |
) |
|
|
1,124,638 |
|
|
|
(93 |
)% |
|
|
(158,219 |
) |
|
|
(1,279,705 |
) |
|
|
1,121,486 |
|
|
|
(88 |
)% |
|
Interest expense, net |
|
|
(8,517 |
) |
|
|
(1,040 |
) |
|
|
(7,477 |
) |
|
|
719 |
% |
|
|
(26,977 |
) |
|
|
(8,560 |
) |
|
|
(18,417 |
) |
|
|
215 |
% |
|
Non-operating income (expense), net |
|
|
(17,239 |
) |
|
|
1,213 |
|
|
|
(18,452 |
) |
|
|
(1,521 |
)% |
|
|
(20,820 |
) |
|
|
(50,229 |
) |
|
|
29,409 |
|
|
|
(59 |
)% |
| Loss before income taxes |
|
|
(107,854 |
) |
|
|
(1,206,563 |
) |
|
|
1,098,709 |
|
|
|
(91 |
)% |
|
|
(206,016 |
) |
|
|
(1,338,494 |
) |
|
|
1,132,478 |
|
|
|
(85 |
)% |
|
Income tax (recovery) expense |
|
|
(2,871 |
) |
|
|
(10,811 |
) |
|
|
7,940 |
|
|
|
(73 |
)% |
|
|
1,013 |
|
|
|
(15,313 |
) |
|
|
16,326 |
|
|
|
(107 |
)% |
| Net loss |
|
$ |
(104,983 |
) |
|
$ |
(1,195,752 |
) |
|
$ |
1,090,769 |
|
|
|
(91 |
)% |
|
|
(207,029 |
) |
|
|
(1,323,181 |
) |
|
|
1,116,152 |
|
|
|
(84 |
)% |
| Net loss per share - basic and
diluted |
|
|
(0.12 |
) |
|
|
(1.90 |
) |
|
|
1.78 |
|
|
|
(94 |
)% |
|
|
(0.29 |
) |
|
|
(2.20 |
) |
|
|
1.91 |
|
|
|
(87 |
)% |
| |
Condensed Consolidated Statements of Cash
Flows
| |
|
For the nine months ended |
|
|
|
|
|
|
|
|
|
|
|
|
|
February 29, |
|
|
|
February 28, |
|
|
|
Change |
|
|
|
% Change |
|
| (in thousands of US
dollars) |
|
2024 |
|
|
2023 |
|
|
2024 vs. 2023 |
|
| Cash used in operating
activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net loss |
|
$ |
(207,029 |
) |
|
$ |
(1,323,181 |
) |
|
$ |
1,116,152 |
|
|
|
(84 |
)% |
| Adjustments for: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred income tax recovery |
|
|
(7,399 |
) |
|
|
(29,537 |
) |
|
|
22,138 |
|
|
|
(75 |
)% |
|
Unrealized foreign exchange (gain) loss |
|
|
(6,622 |
) |
|
|
13,711 |
|
|
|
(20,333 |
) |
|
|
(148 |
)% |
|
Amortization |
|
|
95,183 |
|
|
|
101,156 |
|
|
|
(5,973 |
) |
|
|
(6 |
)% |
|
Accretion of convertible debt discount |
|
|
11,463 |
|
|
|
7,941 |
|
|
|
3,522 |
|
|
|
44 |
% |
|
Inventory valuation write down |
|
|
— |
|
|
|
55,000 |
|
|
|
(55,000 |
) |
|
|
(100 |
)% |
|
Impairments |
|
|
— |
|
|
|
934,000 |
|
|
|
(934,000 |
) |
|
|
(100 |
)% |
|
Other than temporary change in fair value of convertible notes
receivable |
|
|
42,681 |
|
|
|
181,376 |
|
|
|
(138,695 |
) |
|
|
(76 |
)% |
|
Other non-cash items |
|
|
13,297 |
|
|
|
4,990 |
|
|
|
8,307 |
|
|
|
166 |
% |
|
Stock-based compensation |
|
|
24,517 |
|
|
|
29,766 |
|
|
|
(5,249 |
) |
|
|
(18 |
)% |
|
(Gain) loss on long-term investments & equity investments |
|
|
4,255 |
|
|
|
2,843 |
|
|
|
1,412 |
|
|
|
50 |
% |
|
Loss on derivative instruments |
|
|
13,717 |
|
|
|
13,534 |
|
|
|
183 |
|
|
|
1 |
% |
|
Change in fair value of contingent consideration |
|
|
(16,790 |
) |
|
|
563 |
|
|
|
(17,353 |
) |
|
|
(3,082 |
)% |
| Change in non-cash working
capital: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts receivable |
|
|
5,578 |
|
|
|
18,053 |
|
|
|
(12,475 |
) |
|
|
(69 |
)% |
|
Prepaids and other current assets |
|
|
1,148 |
|
|
|
(32,680 |
) |
|
|
33,828 |
|
|
|
(104 |
)% |
|
Inventory |
|
|
(4,629 |
) |
|
|
(11,808 |
) |
|
|
7,179 |
|
|
|
(61 |
)% |
|
Accounts payable and accrued liabilities |
|
|
(30,982 |
) |
|
|
(1,419 |
) |
|
|
(29,563 |
) |
|
|
2,083 |
% |
| Net cash used in operating
activities |
|
|
(61,612 |
) |
|
|
(35,692 |
) |
|
|
(25,920 |
) |
|
|
73 |
% |
| Cash provided by (used in)
investing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment in capital and intangible assets, net |
|
|
(19,539 |
) |
|
|
(8,394 |
) |
|
|
(11,145 |
) |
|
|
133 |
% |
|
Proceeds from disposal of capital and intangible assets |
|
|
1,166 |
|
|
|
2,175 |
|
|
|
(1,009 |
) |
|
|
(46 |
)% |
|
Disposal (purchase) of marketable securities, net |
|
|
162,292 |
|
|
|
(243,186 |
) |
|
|
405,478 |
|
|
|
(167 |
)% |
|
Business acquisitions, net of cash acquired |
|
|
(60,626 |
) |
|
|
(28,122 |
) |
|
|
(32,504 |
) |
|
|
116 |
% |
| Net cash provided by (used in)
investing activities |
|
|
83,293 |
|
|
|
(277,527 |
) |
|
|
360,820 |
|
|
|
(130 |
)% |
| Cash provided by (used
in) financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share capital issued, net of cash issuance costs |
|
|
— |
|
|
|
129,593 |
|
|
|
(129,593 |
) |
|
|
(100 |
)% |
|
Shares effectively repurchased for employee withholding tax |
|
|
— |
|
|
|
(1,189 |
) |
|
|
1,189 |
|
|
|
(100 |
)% |
|
Proceeds from long-term debt |
|
|
32,621 |
|
|
|
1,288 |
|
|
|
31,333 |
|
|
|
2,433 |
% |
|
Repayment of long-term debt |
|
|
(17,978 |
) |
|
|
(64,658 |
) |
|
|
46,680 |
|
|
|
(72 |
)% |
|
Proceeds from convertible debt |
|
|
21,553 |
|
|
|
— |
|
|
|
21,553 |
|
|
|
NM |
|
|
Repayment of convertible debt |
|
|
(107,330 |
) |
|
|
— |
|
|
|
(107,330 |
) |
|
|
NM |
|
|
Repayment of lease liabilities |
|
|
(2,771 |
) |
|
|
(1,114 |
) |
|
|
(1,657 |
) |
|
|
149 |
% |
|
Net increase (decrease) in bank indebtedness |
|
|
(8,352 |
) |
|
|
2 |
|
|
|
(8,354 |
) |
|
|
NM |
|
| Net cash provided by (used in)
financing activities |
|
|
(82,257 |
) |
|
|
63,922 |
|
|
|
(146,179 |
) |
|
|
(229 |
)% |
|
Effect of foreign exchange on cash and cash equivalents |
|
|
197 |
|
|
|
(1,615 |
) |
|
|
1,812 |
|
|
|
(112 |
)% |
| Net decrease in cash and cash
equivalents |
|
|
(60,379 |
) |
|
|
(250,912 |
) |
|
|
190,533 |
|
|
|
(76 |
)% |
| Cash and cash equivalents,
beginning of period |
|
|
206,632 |
|
|
|
415,909 |
|
|
|
(209,277 |
) |
|
|
(50 |
)% |
| Cash and cash
equivalents, end of period |
|
$ |
146,253 |
|
|
$ |
164,997 |
|
|
$ |
(18,744 |
) |
|
|
(11 |
)% |
| |
Net Revenue by Operating Segment
| |
|
For the three months ended |
|
|
|
|
|
|
For the three months ended |
|
|
|
|
|
|
For the nine months ended |
|
|
|
|
|
|
For the nine months ended |
|
|
|
|
|
| (In thousands of U.S.
dollars) |
|
February 29, 2024 |
|
|
% of Total Revenue |
|
|
February 28, 2023 |
|
|
% of Total Revenue |
|
|
February 29, 2024 |
|
|
% of Total Revenue |
|
|
February 28, 2023 |
|
|
% of Total Revenue |
|
|
Beverage alcohol business |
|
$ |
54,688 |
|
|
|
29 |
% |
|
$ |
20,640 |
|
|
|
14 |
% |
|
$ |
125,355 |
|
|
|
22 |
% |
|
$ |
62,689 |
|
|
|
14 |
% |
| Cannabis business |
|
|
63,432 |
|
|
|
34 |
% |
|
|
47,549 |
|
|
|
33 |
% |
|
|
200,879 |
|
|
|
36 |
% |
|
|
156,017 |
|
|
|
35 |
% |
| Distribution business |
|
|
56,794 |
|
|
|
30 |
% |
|
|
65,385 |
|
|
|
45 |
% |
|
|
193,174 |
|
|
|
35 |
% |
|
|
186,158 |
|
|
|
42 |
% |
| Wellness business |
|
|
13,426 |
|
|
|
7 |
% |
|
|
12,015 |
|
|
|
8 |
% |
|
|
39,652 |
|
|
|
7 |
% |
|
|
38,072 |
|
|
|
9 |
% |
| Total net revenue |
|
$ |
188,340 |
|
|
|
100 |
% |
|
$ |
145,589 |
|
|
|
100 |
% |
|
$ |
559,060 |
|
|
|
100 |
% |
|
$ |
442,936 |
|
|
|
100 |
% |
| |
Net Revenue by Operating Segment in Constant
Currency
| |
|
For the three months ended |
|
|
|
|
|
|
For the three months ended |
|
|
|
|
|
|
For the nine months ended |
|
|
|
|
|
|
For the nine months ended |
|
|
|
|
|
| |
|
February 29, 2024 |
|
|
|
|
|
|
February 28, 2023 |
|
|
|
|
|
|
February 29, 2024 |
|
|
|
|
|
|
February 28, 2023 |
|
|
|
|
|
| (In thousands of U.S.
dollars) |
|
as reported in constant currency |
|
|
% of Total Revenue |
|
|
as reported in constant currency |
|
|
% of Total Revenue |
|
|
as reported in constant currency |
|
|
% of Total Revenue |
|
|
as reported in constant currency |
|
|
% of Total Revenue |
|
|
Beverage alcohol business |
|
$ |
54,688 |
|
|
|
29 |
% |
|
$ |
20,640 |
|
|
|
14 |
% |
|
$ |
125,355 |
|
|
|
23 |
% |
|
$ |
62,689 |
|
|
|
14 |
% |
| Cannabis business |
|
|
63,436 |
|
|
|
33 |
% |
|
|
47,549 |
|
|
|
33 |
% |
|
|
202,186 |
|
|
|
36 |
% |
|
|
156,017 |
|
|
|
35 |
% |
| Distribution business |
|
|
59,008 |
|
|
|
31 |
% |
|
|
65,385 |
|
|
|
45 |
% |
|
|
190,462 |
|
|
|
34 |
% |
|
|
186,158 |
|
|
|
42 |
% |
| Wellness business |
|
|
13,381 |
|
|
|
7 |
% |
|
|
12,015 |
|
|
|
8 |
% |
|
|
39,844 |
|
|
|
7 |
% |
|
|
38,072 |
|
|
|
9 |
% |
| Total net revenue |
|
$ |
190,513 |
|
|
|
100 |
% |
|
$ |
145,589 |
|
|
|
100 |
% |
|
$ |
557,847 |
|
|
|
100 |
% |
|
$ |
442,936 |
|
|
|
100 |
% |
| |
Net Cannabis Revenue by Market Channel
| |
|
For the three months ended |
|
|
|
|
|
|
For the three months ended |
|
|
|
|
|
|
For the nine months ended |
|
|
|
|
|
|
For the nine months ended |
|
|
|
|
|
| (In thousands of U.S.
dollars) |
|
February 29, 2024 |
|
|
% of Total Revenue |
|
|
February 28, 2023 |
|
|
% of Total Revenue |
|
|
February 29, 2024 |
|
|
% of Total Revenue |
|
|
February 28, 2023 |
|
|
% of Total Revenue |
|
|
Revenue from Canadian medical cannabis |
|
$ |
6,363 |
|
|
|
10 |
% |
|
$ |
6,035 |
|
|
|
13 |
% |
|
$ |
18,793 |
|
|
|
10 |
% |
|
$ |
18,920 |
|
|
|
12 |
% |
| Revenue from Canadian
adult-use cannabis |
|
|
62,107 |
|
|
|
98 |
% |
|
|
45,318 |
|
|
|
96 |
% |
|
|
205,350 |
|
|
|
102 |
% |
|
|
156,063 |
|
|
|
100 |
% |
| Revenue from wholesale
cannabis |
|
|
2,764 |
|
|
|
4 |
% |
|
|
58 |
|
|
|
0 |
% |
|
|
12,348 |
|
|
|
6 |
% |
|
|
686 |
|
|
|
0 |
% |
| Revenue from international
cannabis |
|
|
14,002 |
|
|
|
22 |
% |
|
|
9,707 |
|
|
|
20 |
% |
|
|
40,185 |
|
|
|
20 |
% |
|
|
27,834 |
|
|
|
18 |
% |
| Less excise taxes |
|
|
(21,804 |
) |
|
|
(34 |
)% |
|
|
(13,569 |
) |
|
|
(29 |
)% |
|
|
(75,797 |
) |
|
|
(38 |
)% |
|
|
(47,486 |
) |
|
|
(30 |
)% |
| Total |
|
$ |
63,432 |
|
|
|
100 |
% |
|
$ |
47,549 |
|
|
|
100 |
% |
|
$ |
200,879 |
|
|
|
100 |
% |
|
$ |
156,017 |
|
|
|
100 |
% |
| |
Net Cannabis Revenue by Market Channel in Constant
Currency
| |
|
For the three months ended |
|
|
|
|
|
|
For the three months ended |
|
|
|
|
|
|
For the nine months ended |
|
|
|
|
|
|
For the nine months ended |
|
|
|
|
|
| |
|
February 29, 2024 |
|
|
|
|
|
|
February 28, 2023 |
|
|
|
|
|
|
February 29, 2024 |
|
|
|
|
|
|
February 28, 2023 |
|
|
|
|
|
| (In thousands of U.S.
dollars) |
|
as reported in constant currency |
|
|
% of Total Revenue |
|
|
as reported in constant currency |
|
|
% of Total Revenue |
|
|
as reported in constant currency |
|
|
% of Total Revenue |
|
|
as reported in constant currency |
|
|
% of Total Revenue |
|
|
Revenue from Canadian medical cannabis |
|
$ |
6,307 |
|
|
|
10 |
% |
|
$ |
6,035 |
|
|
|
13 |
% |
|
$ |
18,994 |
|
|
|
9 |
% |
|
$ |
18,920 |
|
|
|
12 |
% |
| Revenue from Canadian
adult-use cannabis |
|
|
61,576 |
|
|
|
97 |
% |
|
|
45,318 |
|
|
|
96 |
% |
|
|
207,708 |
|
|
|
103 |
% |
|
|
156,063 |
|
|
|
100 |
% |
| Revenue from wholesale
cannabis |
|
|
2,763 |
|
|
|
4 |
% |
|
|
58 |
|
|
|
0 |
% |
|
|
12,559 |
|
|
|
6 |
% |
|
|
686 |
|
|
|
0 |
% |
| Revenue from international
cannabis |
|
|
14,390 |
|
|
|
23 |
% |
|
|
9,707 |
|
|
|
20 |
% |
|
|
39,609 |
|
|
|
20 |
% |
|
|
27,834 |
|
|
|
18 |
% |
| Less excise taxes |
|
|
(21,600 |
) |
|
|
(34 |
)% |
|
|
(13,569 |
) |
|
|
(29 |
)% |
|
|
(76,684 |
) |
|
|
(38 |
)% |
|
|
(47,486 |
) |
|
|
(30 |
)% |
| Total |
|
$ |
63,436 |
|
|
|
100 |
% |
|
$ |
47,549 |
|
|
|
100 |
% |
|
$ |
202,186 |
|
|
|
100 |
% |
|
$ |
156,017 |
|
|
|
100 |
% |
| |
Other Financial Information: Key Operating
Metrics
| |
|
For the three months ended |
|
|
For the nine months ended |
|
|
|
|
|
February 29, |
|
|
|
February 28, |
|
|
|
February 29, |
|
|
|
February 28, |
|
| (in thousands of U.S.
dollars) |
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
| Net beverage alcohol
revenue |
|
$ |
54,688 |
|
|
$ |
20,640 |
|
|
$ |
125,355 |
|
|
$ |
62,689 |
|
| Net cannabis revenue |
|
|
63,432 |
|
|
|
47,549 |
|
|
|
200,879 |
|
|
|
156,017 |
|
| Distribution revenue |
|
|
56,794 |
|
|
|
65,385 |
|
|
|
193,174 |
|
|
|
186,158 |
|
| Wellness revenue |
|
|
13,426 |
|
|
|
12,015 |
|
|
|
39,652 |
|
|
|
38,072 |
|
| Beverage alcohol costs |
|
|
35,836 |
|
|
|
10,663 |
|
|
|
77,615 |
|
|
|
32,932 |
|
| Cannabis costs |
|
|
42,518 |
|
|
|
80,362 |
|
|
|
139,507 |
|
|
|
137,800 |
|
| Distribution costs |
|
|
51,231 |
|
|
|
57,964 |
|
|
|
172,846 |
|
|
|
165,443 |
|
| Wellness costs |
|
|
9,359 |
|
|
|
8,299 |
|
|
|
28,091 |
|
|
|
26,964 |
|
| Adjusted gross profit
(excluding PPA step-up) |
|
|
51,643 |
|
|
|
44,310 |
|
|
|
153,055 |
|
|
|
138,020 |
|
| Beverage alcohol adjusted
gross margin (excluding PPA step-up) |
|
|
38 |
% |
|
|
53 |
% |
|
|
42 |
% |
|
|
53 |
% |
| Cannabis adjusted gross margin
(excluding PPA step-up) |
|
|
33 |
% |
|
|
47 |
% |
|
|
34 |
% |
|
|
47 |
% |
| Distribution gross margin |
|
|
10 |
% |
|
|
11 |
% |
|
|
11 |
% |
|
|
11 |
% |
| Wellness gross margin |
|
|
30 |
% |
|
|
31 |
% |
|
|
29 |
% |
|
|
29 |
% |
| Adjusted EBITDA |
|
$ |
10,154 |
|
|
$ |
13,315 |
|
|
$ |
30,974 |
|
|
$ |
37,154 |
|
| Cash and marketable securities
as at the period ended: |
|
|
225,858 |
|
|
|
408,283 |
|
|
|
225,858 |
|
|
|
408,283 |
|
| Working capital as at the
period ended: |
|
$ |
302,111 |
|
|
$ |
288,830 |
|
|
$ |
302,111 |
|
|
$ |
288,830 |
|
| |
Other Financial Information: Gross Margin and Adjusted
Gross Margin
| |
|
For the three months ended February 29, 2024 |
|
| (In thousands of U.S.
dollars) |
|
Beverage |
|
|
Cannabis |
|
|
Distribution |
|
|
Wellness |
|
|
Total |
|
|
Net revenue |
|
$ |
54,688 |
|
|
$ |
63,432 |
|
|
$ |
56,794 |
|
|
$ |
13,426 |
|
|
$ |
188,340 |
|
| Cost of goods sold |
|
|
35,836 |
|
|
|
42,518 |
|
|
|
51,231 |
|
|
|
9,359 |
|
|
|
138,944 |
|
| Gross profit |
|
|
18,852 |
|
|
|
20,914 |
|
|
|
5,563 |
|
|
|
4,067 |
|
|
|
49,396 |
|
| Gross margin |
|
|
34 |
% |
|
|
33 |
% |
|
|
10 |
% |
|
|
30 |
% |
|
|
26 |
% |
| Adjustments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Purchase price accounting
step-up |
|
|
2,073 |
|
|
|
174 |
|
|
|
— |
|
|
|
— |
|
|
|
2,247 |
|
| Adjusted gross profit |
|
|
20,925 |
|
|
|
21,088 |
|
|
|
5,563 |
|
|
|
4,067 |
|
|
|
51,643 |
|
| Adjusted gross margin |
|
|
38 |
% |
|
|
33 |
% |
|
|
10 |
% |
|
|
30 |
% |
|
|
27 |
% |
| |
|
For the three months ended February 28, 2023 |
|
| (In thousands of U.S.
dollars) |
|
Beverage |
|
|
Cannabis |
|
|
Distribution |
|
|
Wellness |
|
|
Total |
|
|
Net revenue |
|
$ |
20,640 |
|
|
$ |
47,549 |
|
|
$ |
65,385 |
|
|
$ |
12,015 |
|
|
$ |
145,589 |
|
| Cost of goods sold |
|
|
10,663 |
|
|
|
80,362 |
|
|
|
57,964 |
|
|
|
8,299 |
|
|
|
157,288 |
|
| Gross profit |
|
|
9,977 |
|
|
|
(32,813 |
) |
|
|
7,421 |
|
|
|
3,716 |
|
|
|
(11,699 |
) |
| Gross margin |
|
|
48 |
% |
|
|
(69 |
)% |
|
|
11 |
% |
|
|
31 |
% |
|
|
(8 |
)% |
| Adjustments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Inventory valuation
adjustments |
|
|
— |
|
|
|
55,000 |
|
|
|
— |
|
|
|
— |
|
|
|
55,000 |
|
| Purchase price accounting
step-up |
|
|
1,009 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,009 |
|
| Adjusted gross profit |
|
|
10,986 |
|
|
|
22,187 |
|
|
|
7,421 |
|
|
|
3,716 |
|
|
|
44,310 |
|
| Adjusted gross margin |
|
|
53 |
% |
|
|
47 |
% |
|
|
11 |
% |
|
|
31 |
% |
|
|
30 |
% |
| |
|
For the nine months ended February 29, 2024 |
|
| (In thousands of U.S.
dollars) |
|
Beverage |
|
|
Cannabis |
|
|
Distribution |
|
|
Wellness |
|
|
Total |
|
|
Net revenue |
|
$ |
125,355 |
|
|
$ |
200,879 |
|
|
$ |
193,174 |
|
|
$ |
39,652 |
|
|
$ |
559,060 |
|
| Cost of goods sold |
|
|
77,615 |
|
|
|
139,507 |
|
|
|
172,846 |
|
|
|
28,091 |
|
|
|
418,059 |
|
| Gross profit |
|
|
47,740 |
|
|
|
61,372 |
|
|
|
20,328 |
|
|
|
11,561 |
|
|
|
141,001 |
|
| Gross margin |
|
|
38 |
% |
|
|
31 |
% |
|
|
11 |
% |
|
|
29 |
% |
|
|
25 |
% |
| Adjustments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Purchase price accounting
step-up |
|
|
4,426 |
|
|
|
7,628 |
|
|
|
— |
|
|
|
— |
|
|
|
12,054 |
|
| Adjusted gross profit |
|
|
52,166 |
|
|
|
69,000 |
|
|
|
20,328 |
|
|
|
11,561 |
|
|
|
153,055 |
|
| Adjusted gross margin |
|
|
42 |
% |
|
|
34 |
% |
|
|
11 |
% |
|
|
29 |
% |
|
|
27 |
% |
| |
|
For the nine months ended February 28, 2023 |
|
| (In thousands of U.S.
dollars) |
|
Beverage |
|
|
Cannabis |
|
|
Distribution |
|
|
Wellness |
|
|
Total |
|
|
Net revenue |
|
$ |
62,689 |
|
|
$ |
156,017 |
|
|
$ |
186,158 |
|
|
$ |
38,072 |
|
|
$ |
442,936 |
|
| Cost of goods sold |
|
|
32,932 |
|
|
|
137,800 |
|
|
|
165,443 |
|
|
|
26,964 |
|
|
|
363,139 |
|
| Gross profit |
|
|
29,757 |
|
|
|
18,217 |
|
|
|
20,715 |
|
|
|
11,108 |
|
|
|
79,797 |
|
| Gross margin |
|
|
47 |
% |
|
|
12 |
% |
|
|
11 |
% |
|
|
29 |
% |
|
|
18 |
% |
| Adjustments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Inventory valuation
adjustments |
|
|
— |
|
|
|
55,000 |
|
|
|
— |
|
|
|
— |
|
|
|
55,000 |
|
| Purchase price accounting
step-up |
|
|
3,223 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
3,223 |
|
| Adjusted gross profit |
|
|
32,980 |
|
|
|
73,217 |
|
|
|
20,715 |
|
|
|
11,108 |
|
|
|
138,020 |
|
| Adjusted gross margin |
|
|
53 |
% |
|
|
47 |
% |
|
|
11 |
% |
|
|
29 |
% |
|
|
31 |
% |
| |
Other Financial Information: Adjusted Earnings Before
Interest, Taxes and Amortization
| |
|
For the three months ended |
|
|
|
|
|
|
|
|
|
|
For the nine months ended |
|
|
|
|
|
|
|
|
|
|
|
|
February 29, |
|
|
February 28, |
|
|
|
Change |
|
|
|
% Change |
|
|
February 29, |
|
|
February 28, |
|
|
Change |
|
|
% Change |
|
| (In thousands of U.S.
dollars) |
|
2024 |
|
|
2023 |
|
|
2024 vs. 2023 |
|
|
2024 |
|
|
2023 |
|
|
2024 vs. 2023 |
|
|
Net loss |
|
$ |
(104,983 |
) |
|
$ |
(1,195,752 |
) |
|
$ |
1,090,769 |
|
|
|
(91 |
)% |
|
$ |
(207,029 |
) |
|
$ |
(1,323,181 |
) |
|
$ |
1,116,152 |
|
|
|
(84 |
)% |
| Income tax expense |
|
|
(2,871 |
) |
|
|
(10,811 |
) |
|
|
7,940 |
|
|
|
(73 |
)% |
|
|
1,013 |
|
|
|
(15,313 |
) |
|
|
16,326 |
|
|
|
(107 |
)% |
| Interest expense, net |
|
|
8,517 |
|
|
|
1,040 |
|
|
|
7,477 |
|
|
|
719 |
% |
|
|
26,977 |
|
|
|
8,560 |
|
|
|
18,417 |
|
|
|
215 |
% |
| Non-operating income
(expense), net |
|
|
17,239 |
|
|
|
(1,213 |
) |
|
|
18,452 |
|
|
|
(1,521 |
)% |
|
|
20,820 |
|
|
|
50,229 |
|
|
|
(29,409 |
) |
|
|
(59 |
)% |
| Amortization |
|
|
32,842 |
|
|
|
33,769 |
|
|
|
(927 |
) |
|
|
(3 |
)% |
|
|
95,183 |
|
|
|
101,156 |
|
|
|
(5,973 |
) |
|
|
(6 |
)% |
| Stock-based compensation |
|
|
8,059 |
|
|
|
9,630 |
|
|
|
(1,571 |
) |
|
|
(16 |
)% |
|
|
24,517 |
|
|
|
29,766 |
|
|
|
(5,249 |
) |
|
|
(18 |
)% |
| Change in fair value of
contingent consideration |
|
|
(5,983 |
) |
|
|
352 |
|
|
|
(6,335 |
) |
|
|
(1,800 |
)% |
|
|
(16,790 |
) |
|
|
563 |
|
|
|
(17,353 |
) |
|
|
(3,082 |
)% |
| Impairments |
|
|
- |
|
|
|
934,000 |
|
|
|
(934,000 |
) |
|
|
(100 |
)% |
|
|
- |
|
|
|
934,000 |
|
|
|
(934,000 |
) |
|
|
(100 |
)% |
| Other than temporary change in
fair value of convertible notes receivable |
|
|
42,681 |
|
|
|
181,376 |
|
|
|
(138,695 |
) |
|
|
(76 |
)% |
|
|
42,681 |
|
|
|
181,376 |
|
|
|
(138,695 |
) |
|
|
(76 |
)% |
| Inventory valuation
adjustments |
|
|
- |
|
|
|
55,000 |
|
|
|
(55,000 |
) |
|
|
(100 |
)% |
|
|
- |
|
|
|
55,000 |
|
|
|
(55,000 |
) |
|
|
(100 |
)% |
| Purchase price accounting
step-up |
|
|
2,247 |
|
|
|
1,009 |
|
|
|
1,238 |
|
|
|
123 |
% |
|
|
12,054 |
|
|
|
3,223 |
|
|
|
8,831 |
|
|
|
274 |
% |
| Facility start-up and closure
costs |
|
|
400 |
|
|
|
2,100 |
|
|
|
(1,700 |
) |
|
|
(81 |
)% |
|
|
1,300 |
|
|
|
6,900 |
|
|
|
(5,600 |
) |
|
|
(81 |
)% |
| Litigation costs, net of
recoveries |
|
|
3,363 |
|
|
|
(5,230 |
) |
|
|
8,593 |
|
|
|
(164 |
)% |
|
|
8,439 |
|
|
|
(1,970 |
) |
|
|
10,409 |
|
|
|
(528 |
)% |
| Restructuring costs |
|
|
5,178 |
|
|
|
2,663 |
|
|
|
2,515 |
|
|
|
94 |
% |
|
|
8,748 |
|
|
|
10,727 |
|
|
|
(1,979 |
) |
|
|
(18 |
)% |
| Transaction costs
(income) |
|
|
3,465 |
|
|
|
5,382 |
|
|
|
(1,917 |
) |
|
|
(36 |
)% |
|
|
13,061 |
|
|
|
(3,882 |
) |
|
|
16,943 |
|
|
|
(436 |
)% |
| Adjusted EBITDA |
|
$ |
10,154 |
|
|
$ |
13,315 |
|
|
$ |
(3,161 |
) |
|
|
(24 |
)% |
|
$ |
30,974 |
|
|
$ |
37,154 |
|
|
$ |
(6,180 |
) |
|
|
(17 |
)% |
| |
Other Financial Information: Adjusted net income (loss)
per share
| |
|
For the three months ended |
|
|
|
|
|
|
|
|
|
|
For the nine months ended |
|
|
|
|
|
|
|
|
|
|
|
|
February 29, |
|
|
February 28, |
|
|
Change |
|
|
% Change |
|
|
February 29, |
|
|
February 28, |
|
|
Change |
|
|
% Change |
|
| |
|
2024 |
|
|
2023 |
|
|
2024 vs. 2023 |
|
|
2024 |
|
|
2023 |
|
|
2024 vs. 2023 |
|
|
Net loss attributable to stockholders of Tilray Brands, Inc. |
|
$ |
(92,701 |
) |
|
$ |
(1,170,998 |
) |
|
$ |
1,078,297 |
|
|
|
(92 |
)% |
|
$ |
(213,234 |
) |
|
$ |
(1,313,943 |
) |
|
$ |
1,100,709 |
|
|
|
(84 |
)% |
| Non-operating income
(expense), net |
|
|
17,239 |
|
|
|
(1,213 |
) |
|
|
18,452 |
|
|
|
(1,521 |
)% |
|
|
20,820 |
|
|
|
50,229 |
|
|
|
(29,409 |
) |
|
|
(59 |
)% |
| Amortization |
|
|
32,842 |
|
|
|
33,769 |
|
|
|
(927 |
) |
|
|
(3 |
)% |
|
|
95,183 |
|
|
|
101,156 |
|
|
|
(5,973 |
) |
|
|
(6 |
)% |
| Stock-based compensation |
|
|
8,059 |
|
|
|
9,630 |
|
|
|
(1,571 |
) |
|
|
(16 |
)% |
|
|
24,517 |
|
|
|
29,766 |
|
|
|
(5,249 |
) |
|
|
(18 |
)% |
| Change in fair value of
contingent consideration |
|
|
(5,983 |
) |
|
|
352 |
|
|
|
(6,335 |
) |
|
|
(1,800 |
)% |
|
|
(16,790 |
) |
|
|
563 |
|
|
|
(17,353 |
) |
|
|
(3,082 |
)% |
| Impairments |
|
|
— |
|
|
|
934,000 |
|
|
|
(934,000 |
) |
|
|
(100 |
)% |
|
|
— |
|
|
|
934,000 |
|
|
|
(934,000 |
) |
|
|
(100 |
)% |
| Other than temporary change in
fair value of convertible notes receivable |
|
|
29,023 |
|
|
|
143,687 |
|
|
|
(114,664 |
) |
|
|
(80 |
)% |
|
|
29,023 |
|
|
|
143,687 |
|
|
|
(114,664 |
) |
|
|
(80 |
)% |
| Inventory valuation
adjustments |
|
|
— |
|
|
|
55,000 |
|
|
|
(55,000 |
) |
|
|
(100 |
)% |
|
|
— |
|
|
|
55,000 |
|
|
|
(55,000 |
) |
|
|
(100 |
)% |
| Facility start-up and closure
costs |
|
|
400 |
|
|
|
2,100 |
|
|
|
(1,700 |
) |
|
|
(81 |
)% |
|
|
1,300 |
|
|
|
6,900 |
|
|
|
(5,600 |
) |
|
|
(81 |
)% |
| Litigation costs, net of
recoveries |
|
|
3,363 |
|
|
|
(5,230 |
) |
|
|
8,593 |
|
|
|
(164 |
)% |
|
|
8,439 |
|
|
|
(1,970 |
) |
|
|
10,409 |
|
|
|
(528 |
)% |
| Restructuring costs |
|
|
5,178 |
|
|
|
2,663 |
|
|
|
2,515 |
|
|
|
94 |
% |
|
|
8,748 |
|
|
|
10,727 |
|
|
|
(1,979 |
) |
|
|
(18 |
)% |
| Transaction costs
(income) |
|
|
3,465 |
|
|
|
5,382 |
|
|
|
(1,917 |
) |
|
|
(36 |
)% |
|
|
13,061 |
|
|
|
(3,882 |
) |
|
|
16,943 |
|
|
|
(436 |
)% |
| Adjusted net income
(loss) |
|
$ |
885 |
|
|
$ |
9,142 |
|
|
$ |
(8,257 |
) |
|
|
(90 |
)% |
|
$ |
(28,933 |
) |
|
$ |
12,233 |
|
|
$ |
(41,166 |
) |
|
|
337 |
% |
| Adjusted net income (loss) per
share - basic and diluted |
|
$ |
0.00 |
|
|
$ |
0.01 |
|
|
$ |
(0.01 |
) |
|
|
(100 |
)% |
|
$ |
(0.04 |
) |
|
$ |
0.02 |
|
|
$ |
(0.06 |
) |
|
|
(300 |
)% |
| |
Other Financial Information: Free Cash Flow
| |
|
For the three months ended |
|
|
|
|
|
|
|
|
|
|
For the nine months ended |
|
|
|
|
|
|
|
|
|
| |
|
February 29, |
|
|
February 28, |
|
|
Change |
|
|
% Change |
|
|
February 29, |
|
|
February 28, |
|
|
Change |
|
|
% Change |
|
| (In thousands of U.S.
dollars) |
|
2024 |
|
|
2023 |
|
|
2024 vs. 2023 |
|
|
2024 |
|
|
2023 |
|
|
2024 vs. 2023 |
|
|
Net cash used in operating activities |
|
$ |
(15,361 |
) |
|
$ |
(18,632 |
) |
|
$ |
3,271 |
|
|
|
(18 |
)% |
|
$ |
(61,612 |
) |
|
$ |
(35,692 |
) |
|
$ |
(25,920 |
) |
|
|
73 |
% |
| Less: investments in capital
and intangible assets, net |
|
|
(8,727 |
) |
|
|
(842 |
) |
|
|
(7,885 |
) |
|
|
936 |
% |
|
|
(18,373 |
) |
|
|
(6,219 |
) |
|
|
(12,154 |
) |
|
|
195 |
% |
| Free cash flow |
|
$ |
(24,088 |
) |
|
$ |
(19,474 |
) |
|
$ |
(4,614 |
) |
|
|
24 |
% |
|
$ |
(79,985 |
) |
|
$ |
(41,911 |
) |
|
$ |
(38,074 |
) |
|
|
91 |
% |
| Add: growth CAPEX |
|
|
8,802 |
|
|
|
— |
|
|
|
8,802 |
|
|
|
NM |
|
|
|
13,647 |
|
|
|
— |
|
|
|
13,647 |
|
|
|
NM |
|
| Add: cash income taxes related
to Aphria Diamond |
|
|
2,117 |
|
|
|
7,283 |
|
|
|
(5,166 |
) |
|
|
(71 |
)% |
|
|
16,333 |
|
|
|
12,770 |
|
|
|
3,563 |
|
|
|
28 |
% |
| Add: integration costs related
to HEXO |
|
|
13,810 |
|
|
|
— |
|
|
|
13,810 |
|
|
|
NM |
|
|
|
25,955 |
|
|
|
— |
|
|
|
25,955 |
|
|
|
NM |
|
| Adjusted free cash flow |
|
$ |
641 |
|
|
$ |
(12,191 |
) |
|
$ |
12,832 |
|
|
|
(105 |
)% |
|
$ |
(24,050 |
) |
|
$ |
(29,141 |
) |
|
$ |
5,091 |
|
|
|
(17 |
)% |
| |
_________________________1 Expected rankings based on Brewers
Association 2023 Annual Report and expected sales volume.
Tilray Brands (NASDAQ:TLRY)
Historical Stock Chart
From Sep 2024 to Oct 2024
Tilray Brands (NASDAQ:TLRY)
Historical Stock Chart
From Oct 2023 to Oct 2024
