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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): July 29, 2024
_______________________________
Tilray Brands, Inc.
(Exact name of registrant as specified in its charter)
_______________________________
Delaware | 001-38594 | 82-4310622 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
265 Talbot Street West
Leamington, Ontario N8H 4H3
(Address of Principal Executive Offices) (Zip Code)
(844) 845-7291
(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 stock, par value $0.0001 per share | TLRY | The NASDAQ Global Select 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 ☐
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. ☐
Item 2.02. Results of Operations and Financial Condition.
On July 29, 2024, Tilray Brands, Inc. (“Tilray”) issued a press release announcing financial results for its fourth quarter and fiscal year ended May 31, 2024. A copy of the press release is furnished herewith as Exhibit 99.1.
The information in this current report on Form 8-K, including the press release attached as Exhibit 99.1 hereto, is being furnished, but shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained herein and in the accompanying exhibit shall not be incorporated by reference into any filing with the U.S. Securities and Exchange Commission made by Tilray, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item 9.01. Financial Statements and Exhibits.
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.
| Tilray Brands, Inc. |
| | |
| | |
Date: July 29, 2024 | By: | /s/ Mitchell Gendel |
| | Mitchell Gendel |
| | Global General Counsel |
| | |
EXHIBIT 99.1
Tilray Brands Reports Record Financial Results, Achieves 26% Net Revenue Growth
Record Fiscal 2024 Gross Profit
Reduced Net Convertible Debt by ~$300 Million in Fiscal 2024
Fiscal 2024 Net Revenue Reaches $789 Million, Led by Cannabis Net Revenue of $273 Million and Beverage-Alcohol Net Revenue of $202 Million
Successfully Executing on Diversified Lifestyle Business Strategy;
Tilray Cannabis, Tilray Beverages, Tilray Spirits and Tilray Wellness
NEW YORK and LEAMINGTON, Ontario, and NEÜMUNSTER, Germany, July 29, 2024 (GLOBE NEWSWIRE) -- Tilray Brands, Inc. (“Tilray”, “our”, “we” or the “Company”) (Nasdaq: TLRY; TSX: TLRY), a global lifestyle consumer packaged goods company elevating lives through moments of connection, today reported financial results for its fourth quarter and fiscal year ended May 31, 2024.
Irwin D. Simon, Chairman and Chief Executive Officer, stated, “Tilray Brands is leading the convergence of cannabis, beverages, and wellness on a global scale. In Fiscal 2024, the Company achieved remarkable growth across its businesses, with a 26% increase in net revenue over the prior year, record-breaking performance in gross profit and adjusted EBITDA, and generated positive adjusted free cash flow for the fiscal year. We have also significantly reduced our net convertible debt by ~$300 million and surpassed our cost-savings synergy target, which has strengthened our balance sheet. These results were driven by our successful execution of our diversification strategy, which we started in 2020, and the hard work of our team.”
Mr. Simon continued, “Tilray Brands also successfully completed three acquisitions - the eight iconic craft brands from Anheuser-Busch Companies, LLC., HEXO Corp., and Truss Beverage Co. These acquisitions were strategic in fortifying Tilray’s house of brands, strengthening our operations, and positioning the Company as a leader across several industries and regions. In the U.S., Tilray Beverages is the 5th1 largest craft brewer and Tilray Wellness is the leader in hemp products. In Canada, Tilray Cannabis holds the #1 recreational cannabis market share, while in Europe, it is the market leader in medical cannabis. Leading the convergence of cannabis, beverages, and wellness, Tilray Brands is poised to continue to disrupt the CPG industry globally.”
Financial Highlights – 2024 Fiscal Fourth Quarter
- Net revenue increased 25% to $229.9 million in the fourth quarter compared to $184.2 million in the prior year quarter.
- Gross profit was $82.4 million in the fourth quarter compared to $67.2 million in the prior year quarter. Gross margin and adjusted gross margin2 were both 36%.
- Beverage-alcohol net revenue increased 137% to $76.7 million in the fourth quarter from $32.4 million in the prior year quarter. The increase was led by new product innovation and contributions from our Craft Acquisition brands.
- Beverage-alcohol gross profit increased 146% to $40.8 million in the fourth quarter from $16.6 million in the prior year quarter. Adjusted beverage-alcohol gross profit increased 130% to $41.0 million from $17.8 million in the prior year quarter.
- Beverage-alcohol gross margin increased to 53% in the fourth quarter compared to 51% in the prior year quarter and adjusted gross beverage alcohol margin2 was 53% in the fourth quarter compared to 55% in the prior year quarter.
- Cannabis net revenue increased 12% to $71.9 million in the fourth quarter compared to $64.4 million in the prior year quarter, driven in part by the acquisitions of HEXO and Truss.
- Cannabis gross profit and adjusted gross profit2 decreased to $28.8 million in the fourth quarter from $39.5 million in the prior year quarter.
- Cannabis gross margin and adjusted gross margin2 were 40% in the fourth quarter compared to 61% in the prior year quarter. A substantial portion of the decrease is a result of the completion of the HEXO advisory services agreement in Q1 fiscal 2024.
- Distribution net revenue was $65.6 million in the fourth quarter compared to $72.6 million in the prior year quarter. The decrease was driven by management’s focus on discontinuing less profitable product lines demonstrated by Distribution’s gross margin increasing to 12% in the fourth quarter compared to 9% in the prior year quarter.
- Wellness net revenue increased 6% to $15.7 million in the fourth quarter from $14.8 million in the prior year quarter.
- Net loss narrowed to ($15.4) million in the fourth quarter compared to net loss of ($119.8) million in the prior year quarter, almost all of which is a result of non-cash expenses. Adjusted net income2 was $35.1 million in the fourth quarter compared to a loss of ($11.8) million in the prior year quarter
- Net loss per share narrowed to ($0.04) compared to ($0.15) in the prior year quarter. Adjusted net income (loss) per share2 was $0.04 compared to a loss of ($0.02) in the prior year quarter.
- Adjusted EBITDA2 increased 37% to $29.5 million in the fourth quarter compared to $21.5 million in the prior year quarter.
Financial Highlights – 2024 Fiscal Year
- Net revenue increased 26% to $788.9 million in fiscal 2024 compared to $627.1 million in the prior fiscal year.
- Gross profit was $223.4 million, while adjusted gross profit2 increased 14% to $235.6 million in fiscal 2024. Gross margin was 28% and adjusted gross margin2 was 30%.
- Beverage-alcohol net revenue increased 113% to $202.1 million in fiscal 2024 from $95.1 million in the prior fiscal year.
- Beverage-alcohol gross profit increased 91% to $88.6 million in fiscal 2024 from $46.3 million in the prior fiscal year. Adjusted beverage-alcohol gross profit2 increased to $93.2 million from $50.8 million in the prior fiscal year.
- Beverage-alcohol gross margin was 44% in fiscal 2024 compared to 49% in the prior fiscal year and adjusted gross beverage alcohol margin2 was 46% in fiscal 2024 compared to 53% in the prior fiscal year, reflecting lower contribution margins from the acquired brands.
- Cannabis net revenue increased 24% to $272.8 million in fiscal 2024 compared to $220.4 million in the prior fiscal year, reflecting the acquisitions of HEXO and Truss as well as growth across international markets.
- Cannabis gross profit increased to $90.2 million in fiscal 2024 from $57.7 million in the prior fiscal year. Adjusted gross profit2 was $97.8 million compared to $112.7 million in the prior fiscal year as a result of the advisory service agreement concluding in Q1 fiscal 2024.
- Cannabis gross margin was 33% in fiscal 2024 compared to 26% in the prior fiscal year. Adjusted cannabis gross margin2 was 36% compared to 51% in the prior fiscal year.
- Distribution net revenue and gross margin remained consistent at ~$259 million and 11% in fiscal 2024 compared to the prior fiscal year.
- Wellness net revenue increased 5% to $55.3 million in fiscal 2024 from $52.8 million in the prior fiscal year.
- Wellness gross margin was 30% in fiscal 2024 compared to 29% in the prior fiscal year.
- Net loss decreased to ($222.4) million in fiscal 2024 compared to net loss of $(1.4) billion in the prior fiscal year, almost all of which is a result of non-cash expenses. Net loss per share narrowed to $(0.33) and improved compared to a net loss of $(2.35) in the prior fiscal year.
- Adjusted net income2 increased to $6.2 million in fiscal 2024 compared to adjusted net income2 of $0.4 million in the prior fiscal year. Adjusted net income per share2 narrowed to $0.01 compared to $0.00 in the prior fiscal year.
- Adjusted EBITDA2 increased to $60.5 million in fiscal 2024 compared to $58.7 million in the prior fiscal year.
- Strong financial liquidity position of ~$260.5 million, consisting of $228.3 million in cash and $32.2 million in marketable securities.
- Reduced outstanding principal of the net convertible debt by $291.0 million compared to the previous fiscal year.
- Net cash used in operating activities was $(30.9) million in fiscal 2024 compared to $7.9 million net cash from operating activities in the prior year.
- Adjusted free cash flow2 of $6.6 million in fiscal 2024 compared to $19.1 million in the prior year.
Live Audio Webcast
Tilray Brands will host a webcast to discuss these results today at 4:30 p.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 lifestyle and consumer packaged goods company with operations in Canada, the United States, Europe, Australia, and Latin America that is leading as a transformative force at the nexus of cannabis, beverage, wellness, and entertainment, elevating lives through moments of connection. Tilray’s mission is to be a leading premium lifestyle company with a house of brands and innovative products that inspire joy, wellness and create memorable experiences. Tilray’s unprecedented platform supports over 40 brands in over 20 countries, including comprehensive cannabis offerings, hemp-based foods, and craft beverages.
For more information on how we are elevating lives through moments of connection, 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 a leading lifestyle consumer packaged goods 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 expected revenue growth, sales volume, profitability, synergies and accretion related to any of its acquisitions; expected opportunities in the U.S., including upon U.S. federal cannabis 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 (consolidated and for each of our reporting segments), Adjusted gross profit (consolidated and for each of our reporting segments), 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, transaction (income) costs and (Gain) loss on sale of capital assets – non-operating facility. 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 $4.6 million for the year ended May 31, 2024. In comparison, under the previous reconciliation, the impact to adjusted EBITDA would have been $2.8 million and $3.1 for the years ended May 31, 2023, and May 31, 2022, respectively.
Adjusted net income (loss) is calculated as net loss attributable to stockholders of Tilray Brands, Inc., less; 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 net income (loss) per share is not calculated in accordance with GAAP and should not be considered an alternative for GAAP net income (loss) per share or as a measure of liquidity.
Adjusted gross profit (consolidated and for each of our reporting segments), is calculated as gross profit adjusted to exclude the impact of purchase price accounting valuation step-up and inventory valuation adjustments. A reconciliation of Adjusted gross profit, excluding purchase price accounting valuation step-up and inventory valuation adjustments, to gross profit, the most directly comparable GAAP measure, has been provided in the financial statement tables included above in this press release. Adjusted gross margin (consolidated and for each of our reporting segments), excluding purchase price accounting valuation step-up and inventory valuation adjustments, is calculated as revenue less cost of sales adjusted to add back amortization of inventory step-up and inventory valuation adjustments, 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 above 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 above 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 above 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 above 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.
Contacts:
Media:
news@tilray.com
Investors:
Investors@tilra.com
1 Circana volume sales L26W ending 7/7/24
2 Adjusted EBITDA, Adjusted gross margin, Adjusted net income, adjusted gross profit and adjusted gross margin for each of our segments, and Adjusted net income (loss) are non-GAAP financial measures. See “Reconciliation of Non-GAAP Financial Measures to GAAP Measures” below for a reconciliation of these Non-GAAP Measures to our most comparable GAAP measure.
| | | | | | |
Consolidated Statements of Financial Position | | | | | | |
| | May 31, | | May 31, | | |
(in thousands of US dollars) | | 2024 | | 2023 | | |
Assets | | | | | | |
Current assets | | | | | | |
Cash and cash equivalents | | $ | 228,340 | | | $ | 206,632 | | | |
Marketable securities | | | 32,182 | | | | 241,897 | | | |
Accounts receivable, net | | | 101,695 | | | | 86,227 | | | |
Inventory | | | 252,087 | | | | 200,551 | | | |
Prepaids and other current assets | | | 31,332 | | | | 37,722 | | | |
Assets held for sale | | | 32,074 | | | | — | | | |
Total current assets | | | 677,710 | | | | 773,029 | | | |
Capital assets | | | 558,247 | | | | 429,667 | | | |
Operating lease, right-of-use assets | | | 16,101 | | | | 5,941 | | | |
Intangible assets | | | 915,469 | | | | 973,785 | | | |
Goodwill | | | 2,008,884 | | | | 2,008,843 | | | |
Interest in equity investees | | | — | | | | 4,576 | | | |
Long-term investments | | | 7,859 | | | | 7,795 | | | |
Convertible notes receivable | | | 32,000 | | | | 103,401 | | | |
Other assets | | | 5,395 | | | | 222 | | | |
Total assets | | $ | 4,221,665 | | | $ | 4,307,259 | | | |
Liabilities | | | | | | |
Current liabilities | | | | | | |
Bank indebtedness | | $ | 18,033 | | | $ | 23,381 | | | |
Accounts payable and accrued liabilities | | | 241,957 | | | | 190,682 | | | |
Contingent consideration | | | 15,000 | | | | 16,218 | | | |
Warrant liability | | | 3,253 | | | | 1,817 | | | |
Current portion of lease liabilities | | | 5,091 | | | | 2,423 | | | |
Current portion of long-term debt | | | 15,506 | | | | 24,080 | | | |
Current portion of convertible debentures payable | | | 330 | | | | 174,378 | | | |
Total current liabilities | | | 299,170 | | | | 432,979 | | | |
Long - term liabilities | | | | | | |
Contingent consideration | | | — | | | | 10,889 | | | |
Lease liabilities | | | 60,422 | | | | 7,936 | | | |
Long-term debt | | | 158,352 | | | | 136,889 | | | |
Convertible debentures payable | | | 129,583 | | | | 221,044 | | | |
Deferred tax liabilities, net | | | 130,870 | | | | 167,364 | | | |
Other liabilities | | | 90 | | | | 215 | | | |
Total liabilities | | | 778,487 | | | | 977,316 | | | |
Stockholders' equity | | | | | | |
Common stock ($0.0001 par value; 1,198,000,000 common shares authorized; 831,925,373 and 656,655,455 common shares issued and outstanding, respectively) | | | 83 | | | | 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 | | | 6,146,810 | | | | 5,777,743 | | | |
Accumulated other comprehensive loss | | | (43,499 | ) | | | (46,610 | ) | | |
Accumulated Deficit | | | (2,660,488 | ) | | | (2,415,507 | ) | | |
Total Tilray Brands, Inc. stockholders' equity | | | 3,442,906 | | | | 3,315,692 | | | |
Non-controlling interests | | | 272 | | | | 14,251 | | | |
Total stockholders' equity | | | 3,443,178 | | | | 3,329,943 | | | |
Total liabilities and stockholders' equity | | $ | 4,221,665 | | | $ | 4,307,259 | | | |
| | | | | | |
Condensed Consolidated Statements of Net Income (Loss) and Comprehensive Income (Loss) |
| For the three months ended May 31, | | Change | | % Change | | For the twelve months ended May 31, | | Change | | % Change |
(in thousands of U.S. dollars, except for per share data) | | 2024 | | | | 2023 | | | 2024 vs. 2023 | | | 2024 | | | | 2023 | | | 2024 vs. 2023 |
Net revenue | $ | 229,882 | | | $ | 184,188 | | | $ | 45,694 | | | 25% | | $ | 788,942 | | | $ | 627,124 | | | $ | 161,818 | | | 26% |
Cost of goods sold | | 147,532 | | | | 117,025 | | | | 30,507 | | | 26% | | | 565,591 | | | | 480,164 | | | | 85,427 | | | 18% |
Gross profit | | 82,350 | | | | 67,163 | | | | 15,187 | | | 23% | | | 223,351 | | | | 146,960 | | | | 76,391 | | | 52% |
Operating expenses: | | | | | | | | | | | | | | | |
General and administrative | | 43,589 | | | | 47,774 | | | | (4,185 | ) | | (9)% | | | 167,358 | | | | 165,159 | | | | 2,199 | | | 1% |
Selling | | 12,796 | | | | 9,048 | | | | 3,748 | | | 41% | | | 37,233 | | | | 34,840 | | | | 2,393 | | | 7% |
Amortization | | 19,052 | | | | 21,617 | | | | (2,565 | ) | | (12)% | | | 84,752 | | | | 93,489 | | | | (8,737 | ) | | (9)% |
Marketing and promotion | | 12,999 | | | | 7,800 | | | | 5,199 | | | 67% | | | 41,933 | | | | 30,937 | | | | 10,996 | | | 36% |
Research and development | | 394 | | | | 180 | | | | 214 | | | 119% | | | 635 | | | | 682 | | | | (47 | ) | | (7)% |
Change in fair value of contingent consideration | | 1,000 | | | | 292 | | | | 708 | | | 242% | | | (15,790 | ) | | | 855 | | | | (16,645 | ) | | (1,947)% |
Impairments | | — | | | | — | | | | — | | | NM | | | — | | | | 934,000 | | | | (934,000 | ) | | (100)% |
Other than temporary change in fair value of convertible notes receivable | | — | | | | 64,954 | | | | (64,954 | ) | | (100)% | | | 42,681 | | | | 246,330 | | | | (203,649 | ) | | (83)% |
Litigation costs, net of recoveries | | (188 | ) | | | 1,465 | | | | (1,653 | ) | | (113)% | | | 8,251 | | | | (505 | ) | | | 8,756 | | | (1,734)% |
Restructuring costs | | 6,833 | | | | (1,482 | ) | | | 8,315 | | | (561)% | | | 15,581 | | | | 9,245 | | | | 6,336 | | | 69% |
Transaction costs (income), net | | 2,401 | | | | 5,495 | | | | (3,094 | ) | | (56)% | | | 15,462 | | | | 1,613 | | | | 13,849 | | | 859% |
Total operating expenses | | 98,876 | | | | 157,143 | | | | (58,267 | ) | | (37)% | | | 398,096 | | | | 1,516,645 | | | | (1,118,549 | ) | | (74)% |
Operating loss | | (16,526 | ) | | | (89,980 | ) | | | 73,454 | | | (82)% | | | (174,745 | ) | | | (1,369,685 | ) | | | 1,194,940 | | | (87)% |
Interest expense, net | | (9,456 | ) | | | (5,027 | ) | | | (4,429 | ) | | 88% | | | (36,433 | ) | | | (13,587 | ) | | | (22,846 | ) | | 168% |
Non-operating income (expense), net | | (17,022 | ) | | | (16,680 | ) | | | (342 | ) | | 2% | | | (37,842 | ) | | | (66,909 | ) | | | 29,067 | | | (43)% |
Loss before income taxes | | (43,004 | ) | | | (111,687 | ) | | | 68,683 | | | (61)% | | | (249,020 | ) | | | (1,450,181 | ) | | | 1,201,161 | | | (83)% |
Income tax (recovery) expense | | (27,629 | ) | | | 8,132 | | | | (35,761 | ) | | (440)% | | | (26,616 | ) | | | (7,181 | ) | | | (19,435 | ) | | 271% |
Net loss | $ | (15,375 | ) | | $ | (119,819 | ) | | $ | 104,444 | | | (87)% | | $ | (222,404 | ) | | $ | (1,443,000 | ) | | | 1,220,596 | | | (85)% |
Net loss per share - basic and diluted | $ | (0.04 | ) | | $ | (0.15 | ) | | $ | 0.11 | | | (73)% | | $ | (0.33 | ) | | $ | (2.35 | ) | | $ | 2.02 | | | (86)% |
| | | | | | | | | | | | | | | |
Condensed Consolidated Statements of Cash Flows | | | | | | | | | |
| | For the twelve months | | | | | |
| | Ended May 31, | | Change | | % Change | |
(in thousands of US dollars) | | | 2024 | | | | 2023 | | | 2024 vs. 2023 | |
Cash provided by (used in) operating activities: | | | | | | | | | |
Net loss | | $ | (222,404 | ) | | $ | (1,443,000 | ) | | $ | 1,220,596 | | | (85)% | |
Adjustments for: | | | | | | | | | |
Deferred income tax recovery | | | (38,872 | ) | | | (31,953 | ) | | | (6,919 | ) | | 22% | |
Unrealized foreign exchange (gain) loss | | | 3,756 | | | | 17,768 | | | | (14,012 | ) | | (79)% | |
Amortization | | | 126,913 | | | | 130,149 | | | | (3,236 | ) | | (2)% | |
Gain on sale of capital assets | | | (4,198 | ) | | | (48 | ) | | | (4,150 | ) | | 8,646% | |
Accretion of convertible debt discount | | | 14,459 | | | | 3,848 | | | | 10,611 | | | 276% | |
Inventory valuation write down | | | — | | | | 55,000 | | | | (55,000 | ) | | (100)% | |
Impairments | | | — | | | | 934,001 | | | | (934,001 | ) | | (100)% | |
Other than temporary change in fair value of convertible notes receivable | | | 42,681 | | | | 246,330 | | | | (203,649 | ) | | (83)% | |
Other non-cash items | | | 13,626 | | | | 11,406 | | | | 2,220 | | | 19% | |
Stock-based compensation | | | 31,769 | | | | 39,595 | | | | (7,826 | ) | | (20)% | |
Loss on long-term investments & equity investments | | | 4,855 | | | | 2,190 | | | | 2,665 | | | 122% | |
(Gain) loss on derivative instruments | | | 21,172 | | | | 27,365 | | | | (6,193 | ) | | (23)% | |
Change in fair value of contingent consideration | | | (15,790 | ) | | | 855 | | | | (16,645 | ) | | (1,947)% | |
Change in non-cash working capital: | | | | | | | | | |
Accounts receivable | | | (6,575 | ) | | | 4,168 | | | | (10,743 | ) | | (258)% | |
Prepaids and other current assets | | | 13,069 | | | | 3,122 | | | | 9,947 | | | 319% | |
Inventory | | | (15,578 | ) | | | (12,934 | ) | | | (2,644 | ) | | 20% | |
Accounts payable and accrued liabilities | | | 212 | | | | 20,044 | | | | (19,832 | ) | | (99)% | |
Net cash provided by (used in) operating activities | | | (30,905 | ) | | | 7,906 | | | | (38,811 | ) | | (491)% | |
Cash provided by (used in) investing activities: | | | | | | | | | |
Investment in capital and intangible assets | | | (29,249 | ) | | | (20,800 | ) | | | (8,449 | ) | | 41% | |
Proceeds from disposal of capital and intangible assets | | | 8,509 | | | | 4,304 | | | | 4,205 | | | 98% | |
Disposal (purchase) of marketable securities, net | | | 209,715 | | | | (241,897 | ) | | | 451,612 | | | (187)% | |
Business acquisitions, net of cash acquired | | | (60,626 | ) | | | (26,718 | ) | | | (33,908 | ) | | 127% | |
Net cash provided by (used in) investing activities | | | 128,349 | | | | (285,111 | ) | | | 413,460 | | | (145)% | |
Cash provided by (used in) financing activities: | | | | | | | | | |
Share capital issued, net of cash issuance costs | | | 8,619 | | | | 129,593 | | | | (120,974 | ) | | (93)% | |
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 | | | (22,402 | ) | | | (21,336 | ) | | | (1,066 | ) | | 5% | |
Proceeds from convertible debt | | | 21,553 | | | | 145,052 | | | | (123,499 | ) | | (85)% | |
Repayment of convertible debt | | | (107,330 | ) | | | (187,394 | ) | | | 80,064 | | | (43)% | |
Repayment of lease liabilities | | | (2,900 | ) | | | (1,114 | ) | | | (1,786 | ) | | 160% | |
Net increase (decrease) in bank indebtedness | | | (5,348 | ) | | | 5,258 | | | | (10,606 | ) | | (202)% | |
Net cash provided by (used in) financing activities | | | (75,187 | ) | | | 70,158 | | | | (145,345 | ) | | (207)% | |
Effect of foreign exchange on cash and cash equivalents | | | (549 | ) | | | (2,230 | ) | | | 1,681 | | | (75)% | |
Net decrease in cash and cash equivalents | | | 21,708 | | | | (209,277 | ) | | | 230,985 | | | (110)% | |
Cash and cash equivalents, beginning of period | | | 206,632 | | | | 415,909 | | | | (209,277 | ) | | (50)% | |
Cash and cash equivalents, end of period | | $ | 228,340 | | | $ | 206,632 | | | $ | 21,708 | | | 11% | |
| | | | | | | | | |
Net Revenue by Operating Segment |
| | | | | | | | | | | | | | |
(In thousands of U.S. dollars) | | For the three months ended May 31, 2024 | | % of Total Revenue | | For the three months ended May 31, 2023 | | % of Total Revenue | | For the year ended May 31, 2024 | | % of Total Revenue | | For the year ended May 31, 2023 | | % of Total Revenue |
Beverage alcohol business | | $ | 76,739 | | | 33% | | $ | 32,404 | | | 18% | | $ | 202,094 | | | 25% | | $ | 95,093 | | | 15% |
Cannabis business | | | 71,919 | | | 31% | | | 64,413 | | | 35% | | | 272,798 | | | 35% | | | 220,430 | | | 35% |
Distribution business | | | 65,566 | | | 29% | | | 72,612 | | | 39% | | | 258,740 | | | 33% | | | 258,770 | | | 41% |
Wellness business | | | 15,658 | | | 7% | | | 14,759 | | | 8% | | | 55,310 | | | 7% | | | 52,831 | | | 9% |
Total net revenue | | $ | 229,882 | | | 100% | | $ | 184,188 | | | 100% | | $ | 788,942 | | | 100% | | $ | 627,124 | | | 100% |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Net Revenue by Operating Segment in Constant Currency |
| | | | | | | | | | | | | | | | |
| | For the three months ended May 31, 2024 | | | | For the three months ended May 31, 2023 | | | | For the year ended May 31, 2024 | | | | For the year ended May 31, 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 | | $ | 76,739 | | | 33% | | $ | 32,404 | | | 18% | | $ | 202,094 | | | 25% | | $ | 95,093 | | | 15% |
Cannabis business | | | 72,577 | | | 31% | | | 64,413 | | | 35% | | | 274,763 | | | 35% | | | 220,430 | | | 35% |
Distribution business | | | 69,209 | | | 29% | | | 72,612 | | | 39% | | | 259,671 | | | 33% | | | 258,770 | | | 41% |
Wellness business | | | 15,689 | | | 7% | | | 14,759 | | | 8% | | | 55,533 | | | 7% | | | 52,831 | | | 9% |
Total net revenue | | $ | 234,214 | | | 100% | | $ | 184,188 | | | 100% | | $ | 792,061 | | | 100% | | $ | 627,124 | | | 100% |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Net Cannabis Revenue by Market Channel |
| | | | | | | | | | | | | | |
(In thousands of U.S. dollars) | | For the three months ended May 31, 2024 | | % of Total Revenue | | For the three months ended May 31, 2023 | | % of Total Revenue | | For the year ended May 31, 2024 | | % of Total Revenue | | For the year ended May 31, 2023 | | % of Total Revenue |
Revenue from Canadian medical cannabis | | $ | 6,418 | | | 9% | | $ | 6,080 | | | 9% | | $ | 25,211 | | | 9% | | $ | 25,000 | | | 11% |
Revenue from Canadian adult-use cannabis | | | 61,496 | | | 86% | | | 58,256 | | | 90% | | | 266,846 | | | 98% | | | 214,319 | | | 97% |
Revenue from wholesale cannabis | | | 12,992 | | | 18% | | | 750 | | | 1% | | | 25,340 | | | 9% | | | 1,436 | | | 1% |
Revenue from international cannabis | | | 13,110 | | | 18% | | | 15,725 | | | 24% | | | 53,295 | | | 20% | | | 43,559 | | | 20% |
Less excise taxes | | | (22,097 | ) | | (31)% | | | (16,398 | ) | | (24)% | | | (97,894 | ) | | (36)% | | | (63,884 | ) | | (29)% |
Total | | $ | 71,919 | | | 100% | | $ | 64,413 | | | 100% | | $ | 272,798 | | | 100% | | $ | 220,430 | | | 100% |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Net Cannabis Revenue by Market Channel in Constant Currency
|
|
| | For the three months ended May 31, 2024 | | | | For the three months ended May 31, 2024 | | | | For the year ended May 31, 2024 | | | | For the year ended May 31, 2024 | | |
(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 | | $ | 6,447 | | | 9% | | $ | 6,080 | | | 9% | | $ | 25,441 | | | 10% | | $ | 25,000 | | | 11% |
Revenue from Canadian adult-use cannabis | | | 61,826 | | | 85% | | | 58,256 | | | 90% | | | 269,534 | | | 98% | | | 214,319 | | | 97% |
Revenue from wholesale cannabis | | | 13,092 | | | 18% | | | 750 | | | 1% | | | 25,651 | | | 9% | | | 1,436 | | | 1% |
Revenue from international cannabis | | | 13,427 | | | 19% | | | 15,725 | | | 24% | | | 53,036 | | | 19% | | | 43,559 | | | 20% |
Less excise taxes | | | (22,215 | ) | | (31)% | | | (16,398 | ) | | (24)% | | | (98,899 | ) | | (36)% | | | (63,884 | ) | | (29)% |
Total | | $ | 72,577 | | | 100% | | $ | 64,413 | | | 100% | | $ | 274,763 | | | 100% | | $ | 220,430 | | | 100% |
| | | | | | | | | | | | | | | | |
Other Financial Information: Gross Margin and Adjusted Gross Margin
| | |
| | For the three months ended May 31, 2024 |
(In thousands of U.S. dollars) | | Beverage | | Cannabis | | Distribution | | Wellness | | Total |
Net revenue | | $ | 76,739 | | | $ | 71,919 | | | $ | 65,566 | | | $ | 15,658 | | | $ | 229,882 | |
Cost of goods sold | | | 35,907 | | | | 43,087 | | | | 57,750 | | | | 10,788 | | | | 147,532 | |
Gross profit | | | 40,832 | | | | 28,832 | | | | 7,816 | | | | 4,870 | | | | 82,350 | |
Gross margin | | | 53 | % | | | 40 | % | | | 12 | % | | | 31 | % | | | 36 | % |
Adjustments: | | | | | | | | | | |
Purchase price accounting step-up | | | 176 | | | | — | | | | — | | | | — | | | | 176 | |
Adjusted gross profit | | | 41,008 | | | | 28,832 | | | | 7,816 | | | | 4,870 | | | | 82,526 | |
Adjusted gross margin | | | 53 | % | | | 40 | % | | | 12 | % | | | 31 | % | | | 36 | % |
| | | | | | | | | | |
| | | | | | | | | | |
| | For the three months ended May 31, 2023 |
(In thousands of U.S. dollars) | | Beverage | | Cannabis | | Distribution | | Wellness | | Total |
Net revenue | | $ | 32,404 | | | $ | 64,413 | | | $ | 72,612 | | | $ | 14,759 | | | $ | 184,188 | |
Cost of goods sold | | | 15,838 | | | | 24,955 | | | | 65,866 | | | | 10,366 | | | | 117,025 | |
Gross profit | | | 16,566 | | | | 39,458 | | | | 6,746 | | | | 4,393 | | | | 67,163 | |
Gross margin | | | 51 | % | | | 61 | % | | | 9 | % | | | 30 | % | | | 36 | % |
Adjustments: | | | | | | | | | | |
Purchase price accounting step-up | | | 1,259 | | | | — | | | | — | | | | — | | | | 1,259 | |
Adjusted gross profit | | | 17,825 | | | | 39,458 | | | | 6,746 | | | | 4,393 | | | | 68,422 | |
Adjusted gross margin | | | 55 | % | | | 61 | % | | | 9 | % | | | 30 | % | | | 37 | % |
| | | | | | | | | | |
| | | | | | | | | | |
| | For the twelve months ended May 31, 2024 |
(In thousands of U.S. dollars) | | Beverage | | Cannabis | | Distribution | | Wellness | | Total |
Net revenue | | $ | 202,094 | | | $ | 272,798 | | | $ | 258,740 | | | $ | 55,310 | | | $ | 788,942 | |
Cost of goods sold | | | 113,522 | | | | 182,594 | | | | 230,596 | | | | 38,879 | | | | 565,591 | |
Gross profit | | | 88,572 | | | | 90,204 | | | | 28,144 | | | | 16,431 | | | | 223,351 | |
Gross margin | | | 44 | % | | | 33 | % | | | 11 | % | | | 30 | % | | | 28 | % |
Adjustments: | | | | | | | | | | |
Purchase price accounting step-up | | | 4,602 | | | | 7,628 | | | | — | | | | — | | | | 12,230 | |
Adjusted gross profit | | | 93,174 | | | | 97,832 | | | | 28,144 | | | | 16,431 | | | | 235,581 | |
Adjusted gross margin | | | 46 | % | | | 36 | % | | | 11 | % | | | 30 | % | | | 30 | % |
| | | | | | | | | | |
| | | | | | | | | | |
| | For the twelve months ended May 31, 2023 |
(In thousands of U.S. dollars) | | Beverage | | Cannabis | | Distribution | | Wellness | | Total |
Net revenue | | $ | 95,093 | | | $ | 220,430 | | | $ | 258,770 | | | $ | 52,831 | | | $ | 627,124 | |
Cost of goods sold | | | 48,770 | | | | 162,755 | | | | 231,309 | | | | 37,330 | | | | 480,164 | |
Gross profit | | | 46,323 | | | | 57,675 | | | | 27,461 | | | | 15,501 | | | | 146,960 | |
Gross margin | | | 49 | % | | | 26 | % | | | 11 | % | | | 29 | % | | | 23 | % |
Adjustments: | | | | | | | | | | |
Inventory valuation adjustments | | | — | | | | 55,000 | | | | — | | | | — | | | | 55,000 | |
Purchase price accounting step-up | | | 4,482 | | | | — | | | | — | | | | — | | | | 4,482 | |
Adjusted gross profit | | | 50,805 | | | | 112,675 | | | | 27,461 | | | | 15,501 | | | | 206,442 | |
Adjusted gross margin | | | 53 | % | | | 51 | % | | | 11 | % | | | 29 | % | | | 33 | % |
| | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Other Financial Information: Adjusted Earnings Before Interest, Taxes and Amortization | |
| | For the three months ended May 31, | Change | | % Change | | For the year ended May 31, | Change | % Change | |
(In thousands of U.S. dollars) | | | 2024 | | | | 2023 | | | 2024 vs. 2023 | | | 2024 | | | | 2023 | | | 2024 vs. 2023 | |
Net loss | | $ | (15,375 | ) | | $ | (119,819 | ) | | $ | 104,444 | | | (87)% | | $ | (222,404 | ) | | $ | (1,443,000 | ) | | $ | 1,220,596 | | (85)% | |
Income tax (recovery) expense | | | (27,629 | ) | | | 8,132 | | | | (35,761 | ) | | (440)% | | | (26,616 | ) | | | (7,181 | ) | | | (19,435 | ) | 271% | |
Interest expense, net | | | 9,456 | | | | 5,027 | | | | 4,429 | | | 88% | | | 36,433 | | | | 13,587 | | | | 22,846 | | 168% | |
Non-operating income (expense), net | | | 17,022 | | | | 16,680 | | | | 342 | | | 0,002% | | | 37,842 | | | | 66,909 | | | | (29,067 | ) | (43)% | |
Amortization | | | 31,730 | | | | 28,993 | | | | 2,737 | | | 9% | | | 126,913 | | | | 130,149 | | | | (3,236 | ) | (2)% | |
Stock-based compensation | | | 7,252 | | | | 9,829 | | | | (2,577 | ) | | (26)% | | | 31,769 | | | | 39,595 | | | | (7,826 | ) | (20)% | |
Change in fair value of contingent consideration | | | 1,000 | | | | 292 | | | | 708 | | | 0,242% | | | (15,790 | ) | | | 855 | | | | (16,645 | ) | (1,947)% | |
Impairments | | | — | | | | — | | | | — | | | NM | | | — | | | | 934,000 | | | | (934,000 | ) | (100)% | |
Other than temporary change in fair value of convertible notes receivable | | | — | | | | 64,954 | | | | (64,954 | ) | | (100)% | | | 42,681 | | | | 246,330 | | | | (203,649 | ) | (83)% | |
Inventory valuation adjustments | | | — | | | | — | | | | — | | | NM | | | — | | | | 55,000 | | | | (55,000 | ) | (100)% | |
(Gain) loss on sale of capital assets - non-operating facility | | | (3,987 | ) | | | — | | | | (3,987 | ) | | NM | | | (3,987 | ) | | | — | | | | (3,987 | ) | NM | |
Purchase price accounting step-up | | | 176 | | | | 1,259 | | | | (1,083 | ) | | (86)% | | | 12,230 | | | | 4,482 | | | | 7,748 | | 173% | |
Facility start-up and closure costs | | | 800 | | | | 700 | | | | 100 | | | 14% | | | 2,100 | | | | 7,600 | | | | (5,500 | ) | (72)% | |
Litigation costs, net of recoveries | | | (188 | ) | | | 1,465 | | | | (1,653 | ) | | (113)% | | | 8,251 | | | | (505 | ) | | | 8,756 | | (1734)% | |
Restructuring costs | | | 6,833 | | | | (1,482 | ) | | | 8,315 | | | (561)% | | | 15,581 | | | | 9,245 | | | | 6,336 | | 69% | |
Transaction costs (income), net | | | 2,401 | | | | 5,495 | | | | (3,094 | ) | | (56)% | | | 15,462 | | | | 1,613 | | | | 13,849 | | 859% | |
Adjusted EBITDA | | $ | 29,491 | | | $ | 21,525 | | | $ | 7,966 | | | 37% | | $ | 60,465 | | | $ | 58,679 | | | $ | 1,786 | | 3% | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | For the three months ended May 31, | Change | | % Change | | For the year ended May 31, | Change | % Change | |
(In thousands of U.S. dollars) | | | 2024 | | | | 2023 | | | 2024 vs. 2023 | | | 2024 | | | | 2023 | | | 2023 vs. 2022 | |
Net loss attributable to stockholders of Tilray Brands, Inc. | | $ | (31,747 | ) | | $ | (138,713 | ) | | $ | 106,966 | | | (77)% | | $ | (244,981 | ) | | $ | (1,452,656 | ) | | $ | 1,207,675 | | (83)% | |
Non-operating income (expense), net | | | 17,022 | | | | 16,680 | | | | 342 | | | 0,002% | | | 37,842 | | | | 66,909 | | | | (29,067 | ) | (43)% | |
Amortization | | | 31,730 | | | | 28,993 | | | | 2,737 | | | 9% | | | 126,913 | | | | 130,149 | | | | (3,236 | ) | (2)% | |
Stock-based compensation | | | 7,252 | | | | 9,829 | | | | (2,577 | ) | | (26)% | | | 31,769 | | | | 39,595 | | | | (7,826 | ) | (20)% | |
Change in fair value of contingent consideration | | | 1,000 | | | | 292 | | | | 708 | | | 0,242% | | | (15,790 | ) | | | 855 | | | | (16,645 | ) | (1,947)% | |
Impairments | | | — | | | | — | | | | — | | | NM | | | — | | | | 934,000 | | | | (934,000 | ) | (100)% | |
Other than temporary change in fair value of convertible notes receivable, attributable to stockholders of Tilray Brands, Inc. | | | — | | | | 64,954 | | | | (64,954 | ) | | (100)% | | | 29,023 | | | | 208,641 | | | | (179,618 | ) | (86)% | |
Inventory valuation adjustments | | | — | | | | — | | | | — | | | NM | | | — | | | | 55,000 | | | | (55,000 | ) | (100)% | |
Facility start-up and closure costs | | | 800 | | | | 700 | | | | 100 | | | 14% | | | 2,100 | | | | 7,600 | | | | (5,500 | ) | (72)% | |
Litigation costs, net of recoveries | | | (188 | ) | | | 1,465 | | | | (1,653 | ) | | (113)% | | | 8,251 | | | | (505 | ) | | | 8,756 | | (1,734)% | |
Restructuring costs | | | 6,833 | | | | (1,482 | ) | | | 8,315 | | | (561)% | | | 15,581 | | | | 9,245 | | | | 6,336 | | 69% | |
Transaction costs (income), net | | | 2,401 | | | | 5,495 | | | | (3,094 | ) | | (56)% | | | 15,462 | | | | 1,613 | | | | 13,849 | | 859% | |
Adjusted net income (loss) | | $ | 35,103 | | | $ | (11,787 | ) | | $ | 46,890 | | | (398)% | | $ | 6,170 | | | $ | 446 | | | $ | 5,724 | | 1,283% | |
Adjusted net income (loss) per share - basic and diluted | | $ | 0.04 | | | $ | (0.02 | ) | | $ | 0.06 | | | (321)% | | $ | 0.01 | | | $ | — | | | $ | 0.01 | | NM | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Other Financial Information: Free Cash Flow | | | | | | | | | | | |
| | For the three months ended May 31, | Change | | % Change | | For the year ended May 31, | Change | % Change | |
(In thousands of U.S. dollars) | | | 2024 | | | | 2023 | | | 2024 vs. 2023 | | | 2024 | | | | 2023 | | | 2023 vs. 2022 | |
Net cash provided by (used in) operating activities | | $ | 30,707 | | | $ | 43,598 | | | $ | (12,891 | ) | | (30)% | | $ | (30,905 | ) | | $ | 7,906 | | | $ | (38,811 | ) | (491)% | |
Less: investments in capital and intangible assets, net | | | (2,367 | ) | | | (10,277 | ) | | | 7,910 | | | (77)% | | | (20,740 | ) | | | (16,496 | ) | | | (4,244 | ) | 26% | |
Free cash flow | | $ | 28,340 | | | $ | 33,321 | | | $ | (4,981 | ) | | (15)% | | $ | (51,645 | ) | | $ | (8,590 | ) | | $ | (43,055 | ) | 501% | |
Add: growth CAPEX | | | 2,596 | | | | 9,850 | | | | (7,254 | ) | | (74)% | | | 16,243 | | | | 9,850 | | | | 6,393 | | 65% | |
Add: cash income taxes related to Aphria Diamond | | | — | | | | 5,085 | | | | (5,085 | ) | | (100)% | | | 16,333 | | | | 17,855 | | | | (1,522 | ) | (9)% | |
Add: integration costs related to HEXO | | | (325 | ) | | | — | | | | (325 | ) | | NM | | | 25,630 | | | | — | | | | — | | NM | |
Adjusted free cash flow | | $ | 30,611 | | | $ | 48,256 | | | $ | (17,645 | ) | | (37)% | | $ | 6,561 | | | $ | 19,115 | | | $ | (12,554 | ) | (66)% | |
| | | | | | | | | | | | | | | | |
Other Financial Information: Key Operating Metrics | | | | | | | | |
| | For the three months ended, May 31, | | For the year ended May 31, |
(in thousands of U.S. dollars) | | | 2024 | | | | 2023 | | | | 2022 | | | | 2023 | |
Net beverage alcohol revenue | | $ | 76,739 | | | $ | 32,404 | | | $ | 202,094 | | | $ | 95,093 | |
Net cannabis revenue | | | 71,919 | | | | 64,413 | | | | 272,798 | | | | 220,430 | |
Distribution revenue | | | 65,566 | | | | 72,612 | | | | 258,740 | | | | 258,770 | |
Wellness revenue | | | 15,658 | | | | 14,759 | | | | 55,310 | | | | 52,831 | |
Beverage alcohol costs | | | 35,907 | | | | 15,838 | | | | 113,522 | | | | 48,770 | |
Cannabis costs | | | 43,087 | | | | 24,955 | | | | 182,594 | | | | 162,755 | |
Distribution costs | | | 57,750 | | | | 65,866 | | | | 230,596 | | | | 231,309 | |
Wellness costs | | | 10,788 | | | | 10,366 | | | | 38,879 | | | | 37,330 | |
Adjusted gross profit (excluding PPA step-up) | | | 82,526 | | | | 68,422 | | | | 235,581 | | | | 206,442 | |
Beverage alcohol adjusted gross margin (excluding PPA step-up) | | | 53 | % | | | 55 | % | | | 46 | % | | | 53 | % |
Cannabis adjusted gross margin (excluding PPA step-up) | | | 40 | % | | | 61 | % | | | 36 | % | | | 51 | % |
Distribution gross margin | | | 12 | % | | | 9 | % | | | 11 | % | | | 11 | % |
Wellness gross margin | | | 31 | % | | | 30 | % | | | 30 | % | | | 29 | % |
Adjusted EBITDA | | | 29,491 | | | | 21,525 | | | | 60,465 | | | | 58,679 | |
Cash and marketable securities as at the period ended: | | | 260,522 | | | | 448,529 | | | | 260,522 | | | | 448,529 | |
Working capital as at the year ended: | | | 378,540 | | | | 340,050 | | | | 378,540 | | | | 340,050 | |
| | | | | | | | |
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