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 second quarter of its fiscal year 2024 ended November 30,
2023. All financial information in this press release is reported
in U.S. dollars, unless otherwise indicated.
Financial Highlights – 2024 Fiscal
Second Quarter
- Record net
revenue of $194 million increased 34% in the second quarter
compared to $144 million in the prior year quarter.
- Gross profit
increased 11% to $47 million, while adjusted gross profit increased
18% to $52 million in the second quarter. Gross margin was 24% and
adjusted gross margin was 27%.
- Cannabis net
revenue increased 35% to $67 million in the second quarter compared
to $50 million in the prior year quarter.
- Cannabis gross
margin was 31% in the second quarter compared to 43% in the prior
year quarter. Adjusted cannabis gross margin was 35% compared to
43% in the prior year quarter.
- Beverage alcohol
net revenue increased 117% to $47 million in the second quarter
from $21 million in the prior year quarter.
- Beverage alcohol
gross margin was 34% in the second quarter compared to 47% in the
prior year quarter and adjusted gross beverage alcohol margin was
38% in the second quarter compared to 52% in the prior quarter.
Excluding the newly acquired brands, adjusted gross margin would
have been 55% in the current quarter.
- Beverage alcohol
gross profit increased to $16 million in the second quarter from
$10 million in the prior year quarter. Adjusted beverage alcohol
gross profit increased to $18 million from $11 million in the prior
year quarter.
- Distribution net
revenue increased 12% to $67 million in the second quarter compared
to $60 million in the prior year quarter.
- Distribution
gross margin was 11% in the second quarter compared to 13% in the
prior year quarter, reflecting a change in product mix.
- Net loss
decreased to $46 million in the second quarter compared to net loss
of $62 million in the prior year quarter. Net loss per share
narrowed to ($0.07) compared to ($0.11) in the prior year
quarter.
- Adjusted net
loss of $2.7 million in the second quarter. Adjusted loss per share
of $(0.00).
- Adjusted EBITDA
was $10.1 million in the second quarter compared to $11.0 million
in the prior year quarter. The difference was primarily related to
the HEXO advisory fee revenue in the prior year quarter along with
timing differences in recognizing synergies from operating results
after completing acquisitions.
- Achieved $22
million in annualized run-rate savings (and $14 million in actual
cash cost savings) as part of the $30 million synergy plan related
to the HEXO acquisition.
- Strong financial
liquidity position of ~$261 million, consisting of $143 million in
cash, including restricted cash of $1.5 million and $116 million in
marketable securities.
- Reduced
outstanding convertible debt by $127 million compared to the first
quarter and a further $18 million subsequent to the end of our
second quarter.
- Operating cash
flow of $(30) million in the second quarter compared to $29 million
in the prior year quarter. The increased cash use was primarily
related to the settlement of pre-acquisition liabilities and exit
costs assumed in connection with the HEXO acquisition. In addition,
the prior year period included the cash collection of $18 million
related to the purchase price derivative related to our acquisition
of the HEXO convertible notes, which did not recur in the current
year.
Irwin D. Simon, Tilray Brands’ Chairman and
Chief Executive Officer, stated, “Tilray Brands is a major force at
the forefront of innovation, disrupting the global CPG industry
across medical and adult-use cannabis, wellness foods and snacks,
and craft beverages. Our Q2 financial results demonstrate the
strength of our brands, our global team, and our diversified growth
strategy. We grew revenue, enhanced our capital structure, and
realized operating synergies while strengthening Tilray Brands’
position as the #1 cannabis operation and brand portfolio in Canada
by sales volume and market share, the European market leader in
medical cannabis, and the leader in branded hemp products. We have
also emerged as a disruptor in the craft beverage-alcohol industry
by assembling a portfolio of highly sought-after brands that are
dominating key regions across the U.S. in the Northeast, the
Pacific Northwest, and the Southeast. Tilray is now uniquely
positioned to become a top 12 beer and alcohol beverage company in
the U.S.”
Mr. Simon continued, “Having already
demonstrated success in solidifying our brands through products
that connect with consumers, we will continue to deploy successful
playbooks for growth across our brand portfolio and key regions in
the U.S., Canada, and Europe. With each achievement and the support
we have garnered from retailers, distributors, and consumers, I am
confident that Tilray Brands will continue to lead and advance the
global cannabis industry, disrupt the craft beer market, and fuel
consumer needs in wellness foods.”
Operating Highlights
Strengthened Operations and Financial
Position
- Significantly reduced convertible
debt by $127 million of principal of outstanding notes and an
additional $18 million subsequent to the quarter ended November 30,
2023, for a total debt reduction of $145 million. The Company
intends to continue to opportunistically repurchase additional
notes to demonstrate and reinforce its commitment to optimizing its
capital structure and enhancing financial flexibility.
- Achieved $22 million in operational
synergies and identified an additional $5 million cost savings
expected to be realized during the back half of the fiscal year. In
aggregate, it is expected that total cost savings related to the
HEXO and Truss integration will amount to $30-$35 million in this
fiscal year.
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 12.5% position during the second 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 second quarter, the
increase in international cannabis revenue was largely driven by
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.
Growing Leadership Position in
CPG and
Beverage-Alcohol
- In September
2023, Tilray Brands expanded its beverage portfolio of Sweetwater
Brewing Company, Alpine Brewing, Green Flash Brewing, Montauk
Brewing, and Breckenridge Distillery by closing on its acquisition
of eight beer and beverage brands from Anheuser-Busch (NYSE: BUD).
The acquired brands 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”). These premium craft brands possess strong
consumer loyalty and further diversify Tilray’s U.S.
beverage-alcohol segment, which more than doubled in Q2, and
elevated Tilray to the 5th largest position in the U.S. craft beer
market. Tilray Brands 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.
- 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. For the remainder of the
fiscal year, Manitoba Harvest will seek to expand the Happy Flower™
beverage brand with retail distribution into key markets, focusing
on U.S. states with established CBD permissibility and sales
momentum in future periods.
Fiscal Year 2024 Guidance
For its fiscal year ending May 31, 2024, the
Company is reiterating its adjusted EBITDA target of $68 million to
$78 million, representing growth of 11% to 27% as compared to
fiscal year 2023. In addition, the Company continues to expect to
generate positive adjusted free cash flow.
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 Second Quarter
November 2023
- 10 Barrel Brewing Co. Launches
Revitalized Hopburst IPA Collection
- Redecan Cannabis Launches New
Holiday Style Redees
- Crafted for the People:
SweetWater's New 'Half-A-Gummie' IPA Meets Consumer Demand for
Fruity, Easy-Drinking Beers
- Tilray Brands Expands Cannabis
Beverage Portfolio with New THC, CBG and CBD Drink Innovations by
Top-Performing Canadian Brands
- Good Supply™ Cannabis Launches 'Get
Blitzen’d' Holiday Campaign and New Limited-Edition Products Across
Canada
- SweetWater Brewing Company Launches
Special-Edition 420 IPA in Partnership With the Georgia Aquarium,
One of the Top Aquariums in the World
October 2023
- Blue Point
Brewing Announces Cask Ales Festival and New Beer Lineup
- Sweetwater
Brewing Company Unveils Fall Craft Beer Lineup
- Celebrating Five
Years of Growth: Tilray Brands Reflects on Industry Leadership in
Canadian Cannabis and Looks Forward to its Future
- Good Supply,
Tilray’s Best-Selling Cannabis Brand, Launches New Sustainability
Campaign, ‘Green You Can Feel Good About’, and Debuts New Hemp
Packaging
- Tilray Medical
Supports New Clinical Trial to Study Medical Cannabis in
Glioblastoma Cancer Treatment
- Montauk Releases
Major Wave Chaser Double India Pale Ale
- Tilray Brands
Closes Transaction Acquiring Eight Beer & Beverage Brands From
Anheuser-Busch; Solidifies Leadership Position in U.S. Craft
Beer Market
September 2023
- ‘Potently
Canadian' Cannabis Brand, CANACA, Launches ‘Let ‘Er Rip’
Campaign
- Tilray’s
Best-Selling Beers Make Landfall at Atlantis, Bahamas
- Montauk Brewing
Expands Distribution Beyond the Northeast
- Tilray Expands
Market Leading Cannabis Portfolio with Launch of New Redecan
Products Across Canada
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. (Nasdaq: TLRY and 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 the
worldwide community to live their very best life by providing them
with products that meet the needs of their mind, body, and soul and
invoke a sense of wellbeing. Tilray’s mission is to be the trusted
partner for its patients and consumers by providing them with a
cultivated experience and health and well-being through
high-quality, differentiated brands and innovative products. 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 alcoholic beverages.
For more information on Tilray, visit Tilray
Brands, Inc. and follow @tilray on Instagram, Twitter, Facebook,
and LinkedIn.
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 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, production and supply chain
efficiencies, synergies and cost savings; the Company’s ability to
generate $68-$78 million of Adjusted EBITDA and expectation to be
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; 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; 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 $1.1
million and $1.8 million for the three and six months ended
November 30, 2023. In comparison, under the previous
reconciliation, the impact to adjusted EBITDA would have been $0.7
million and $1.4 million for the three and six months ended
November 30, 2022. 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;
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, 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.
Contacts:Media:
Berrin Nooratanews@tilray.com
Investors:
Raphael
Gross203-682-8253Raphael.Gross@icrinc.com
Consolidated Statements of Financial
Position
|
November 30, |
|
May 31, |
|
(in thousands of US
dollars) |
2023 |
|
2023 |
|
Assets |
|
|
|
|
|
|
Current
assets |
|
|
|
|
|
|
Cash and cash equivalents |
$ |
143,373 |
|
$ |
206,632 |
|
Restricted cash |
|
1,576 |
|
|
- |
|
Marketable securities |
|
116,418 |
|
|
241,897 |
|
Accounts receivable, net |
|
90,596 |
|
|
86,227 |
|
Inventory |
|
252,702 |
|
|
200,551 |
|
Prepaids and other current assets |
|
36,626 |
|
|
37,722 |
|
Assets held for sale |
|
736 |
|
|
- |
|
Total current
assets |
|
642,027 |
|
|
773,029 |
|
Capital assets |
|
615,087 |
|
|
429,667 |
|
Operating lease, right-of-use assets |
|
13,551 |
|
|
5,941 |
|
Intangible assets |
|
953,419 |
|
|
973,785 |
|
Goodwill |
|
2,009,714 |
|
|
2,008,843 |
|
Interest in equity investees |
|
4,638 |
|
|
4,576 |
|
Long-term investments |
|
8,034 |
|
|
7,795 |
|
Convertible notes receivable |
|
74,681 |
|
|
103,401 |
|
Other assets |
|
9,406 |
|
|
222 |
|
Total
assets |
$ |
4,330,557 |
|
$ |
4,307,259 |
|
Liabilities |
|
|
|
|
|
|
Current
liabilities |
|
|
|
|
|
|
Bank indebtedness |
$ |
20,181 |
|
$ |
23,381 |
|
Accounts payable and accrued liabilities |
|
216,898 |
|
|
190,682 |
|
Contingent consideration |
|
7,704 |
|
|
16,218 |
|
Warrant liability |
|
3,768 |
|
|
1,817 |
|
Current portion of lease
liabilities |
|
5,043 |
|
|
2,423 |
|
Current portion of long-term debt |
|
12,993 |
|
|
24,080 |
|
Current portion of convertible debentures payable |
|
128,399 |
|
|
174,378 |
|
Total current
liabilities |
|
394,986 |
|
|
432,979 |
|
Long - term
liabilities |
|
|
|
|
|
|
Contingent consideration |
|
13,000 |
|
|
10,889 |
|
Lease liabilities |
|
69,974 |
|
|
7,936 |
|
Long-term debt |
|
169,099 |
|
|
136,889 |
|
Convertible debentures payable |
|
123,691 |
|
|
221,044 |
|
Deferred tax liabilities |
|
166,454 |
|
|
167,364 |
|
Other liabilities |
|
- |
|
|
215 |
|
Total
liabilities |
|
937,204 |
|
|
977,316 |
|
Commitments and
contingencies (refer to Note 19) |
|
|
|
|
|
|
Stockholders'
equity |
|
|
|
|
|
|
Common stock ($0.0001 par value; 1,198,000,000 common shares
authorized; 732,907,552 and 656,655,455 common shares issued and
outstanding, respectively) |
|
73 |
|
|
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 |
|
5,942,671 |
|
|
5,777,743 |
|
Accumulated other comprehensive loss |
|
(38,367 |
) |
|
(46,610 |
) |
Accumulated Deficit |
|
(2,536,040 |
) |
|
(2,415,507 |
) |
Total Tilray Brands,
Inc. stockholders' equity |
|
3,368,337 |
|
|
3,315,692 |
|
Non-controlling interests |
|
25,016 |
|
|
14,251 |
|
Total stockholders'
equity |
|
3,393,353 |
|
|
3,329,943 |
|
Total liabilities and
stockholders' equity |
$ |
4,330,557 |
|
$ |
4,307,259 |
|
|
Condensed Consolidated Statements of Net Income (Loss)
and Comprehensive Income (Loss)
|
For the three months |
|
|
|
|
For the six months |
|
|
|
|
|
ended November 30, |
|
|
Change |
|
|
% Change |
|
|
ended November 30, |
|
|
Change |
|
|
% Change |
|
(in thousands of U.S.
dollars, except for per share data) |
2023 |
|
|
2022 |
|
|
2023 vs. 2022 |
|
|
2023 |
|
|
2022 |
|
|
2023 vs. 2022 |
|
Net revenue |
$ |
193,771 |
|
|
$ |
144,136 |
|
|
$ |
49,635 |
|
|
|
34 |
% |
|
$ |
370,720 |
|
|
$ |
297,347 |
|
|
$ |
73,373 |
|
|
|
25 |
% |
Cost of goods sold |
|
146,362 |
|
|
|
101,254 |
|
|
|
45,108 |
|
|
|
45 |
% |
|
|
279,115 |
|
|
|
205,851 |
|
|
|
73,264 |
|
|
|
36 |
% |
Gross profit |
|
47,409 |
|
|
|
42,882 |
|
|
|
4,527 |
|
|
|
11 |
% |
|
|
91,605 |
|
|
|
91,496 |
|
|
|
109 |
|
|
|
0 |
% |
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative |
|
43,313 |
|
|
|
37,878 |
|
|
|
5,435 |
|
|
|
14 |
% |
|
|
83,829 |
|
|
|
78,386 |
|
|
|
5,443 |
|
|
|
7 |
% |
Selling |
|
7,583 |
|
|
|
9,669 |
|
|
|
(2,086) |
|
|
|
(22) |
% |
|
|
14,442 |
|
|
|
19,340 |
|
|
|
(4,898) |
|
|
|
(25) |
% |
Amortization |
|
21,917 |
|
|
|
23,995 |
|
|
|
(2,078) |
|
|
|
(9) |
% |
|
|
44,142 |
|
|
|
48,354 |
|
|
|
(4,212) |
|
|
|
(9) |
% |
Marketing and promotion |
|
9,208 |
|
|
|
8,535 |
|
|
|
673 |
|
|
|
8 |
% |
|
|
17,743 |
|
|
|
15,783 |
|
|
|
1,960 |
|
|
|
12 |
% |
Research and development |
|
56 |
|
|
|
165 |
|
|
|
(109) |
|
|
|
(66) |
% |
|
|
135 |
|
|
|
331 |
|
|
|
(196) |
|
|
|
(59) |
% |
Change in fair value of contingent consideration |
|
300 |
|
|
|
— |
|
|
|
300 |
|
|
|
0 |
% |
|
|
(10,807) |
|
|
|
211 |
|
|
|
(11,018) |
|
|
|
(5,222) |
% |
Litigation costs, net of recoveries |
|
3,042 |
|
|
|
2,815 |
|
|
|
227 |
|
|
|
8 |
% |
|
|
5,076 |
|
|
|
3,260 |
|
|
|
1,816 |
|
|
|
56 |
% |
Restructuring costs |
|
2,655 |
|
|
|
8,064 |
|
|
|
(5,409) |
|
|
|
(67) |
% |
|
|
3,570 |
|
|
|
8,064 |
|
|
|
(4,494) |
|
|
|
(56) |
% |
Transaction (income) costs |
|
1,094 |
|
|
|
3,552 |
|
|
|
(2,458) |
|
|
|
(69) |
% |
|
|
9,596 |
|
|
|
(9,264) |
|
|
|
18,860 |
|
|
|
(204) |
% |
Total operating expenses |
|
89,168 |
|
|
|
94,673 |
|
|
|
(5,505) |
|
|
|
(6) |
% |
|
|
167,726 |
|
|
|
164,465 |
|
|
|
3,261 |
|
|
|
2 |
% |
Operating loss |
|
(41,759) |
|
|
|
(51,791) |
|
|
|
10,032 |
|
|
|
(19) |
% |
|
|
(76,121) |
|
|
|
(72,969) |
|
|
|
(3,152) |
|
|
|
4 |
% |
Interest expense, net |
|
(8,625) |
|
|
|
(3,107) |
|
|
|
(5,518) |
|
|
|
178 |
% |
|
|
(18,460) |
|
|
|
(7,520) |
|
|
|
(10,940) |
|
|
|
145 |
% |
Non-operating income (expense), net |
|
821 |
|
|
|
(18,450) |
|
|
|
19,271 |
|
|
|
(104) |
% |
|
|
(3,581) |
|
|
|
(51,442) |
|
|
|
47,861 |
|
|
|
(93) |
% |
Loss before income taxes |
|
(49,563) |
|
|
|
(73,348) |
|
|
|
23,785 |
|
|
|
(32) |
% |
|
|
(98,162) |
|
|
|
(131,931) |
|
|
|
33,769 |
|
|
|
(26) |
% |
Income tax (recovery) expense |
|
(3,380) |
|
|
|
(11,713) |
|
|
|
8,333 |
|
|
|
(71) |
% |
|
|
3,884 |
|
|
|
(4,502) |
|
|
|
8,386 |
|
|
|
(186) |
% |
Net loss |
$ |
(46,183) |
|
|
$ |
(61,635) |
|
|
$ |
15,452 |
|
|
|
(25) |
% |
|
|
(102,046) |
|
|
|
(127,429) |
|
|
|
25,383 |
|
|
|
(20) |
% |
Net loss per share - basic and
diluted |
|
(0.07) |
|
|
|
(0.11) |
|
|
|
0.04 |
|
|
|
(41) |
% |
|
|
(0.17) |
|
|
|
(0.24) |
|
|
|
0.07 |
|
|
|
(30) |
% |
|
Condensed Consolidated Statements of Cash
Flows
|
For the six months |
|
|
|
|
|
|
|
|
|
|
ended November 30, |
|
|
Change |
|
|
|
% Change |
|
(in thousands of US
dollars) |
2023 |
|
2022 |
|
|
2023 vs. 2022 |
|
Cash used in operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
$ |
(102,046) |
|
|
$ |
(127,429) |
|
|
$ |
25,383 |
|
|
|
(20) |
% |
Adjustments for: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred income tax recovery |
|
(4,042) |
|
|
|
(12,941) |
|
|
|
8,899 |
|
|
|
(69) |
% |
Unrealized foreign exchange (gain) loss |
|
(5,604) |
|
|
|
2,261 |
|
|
|
(7,865) |
|
|
|
(348) |
% |
Amortization |
|
62,341 |
|
|
|
67,387 |
|
|
|
(5,046) |
|
|
|
(7) |
% |
(Gain) loss on sale of capital assets |
|
(20) |
|
|
|
13 |
|
|
|
(33) |
|
|
|
(254) |
% |
Other non-cash items |
|
(2,623) |
|
|
|
10,372 |
|
|
|
(12,995) |
|
|
|
(125) |
% |
Stock-based compensation |
|
16,458 |
|
|
|
20,136 |
|
|
|
(3,678) |
|
|
|
(18) |
% |
(Gain) loss on long-term investments & equity investments |
|
(412) |
|
|
|
1,918 |
|
|
|
(2,330) |
|
|
|
(121) |
% |
Loss on derivative instruments |
|
7,992 |
|
|
|
18,997 |
|
|
|
(11,005) |
|
|
|
(58) |
% |
Change in fair value of contingent consideration |
|
(10,807) |
|
|
|
211 |
|
|
|
(11,018) |
|
|
|
(5,222) |
% |
Change in non-cash working
capital: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts receivable |
|
4,524 |
|
|
|
6,690 |
|
|
|
(2,166) |
|
|
|
(32) |
% |
Prepaids and other current assets |
|
3,764 |
|
|
|
(7,780) |
|
|
|
11,544 |
|
|
|
(148) |
% |
Inventory |
|
8,669 |
|
|
|
5,046 |
|
|
|
3,623 |
|
|
|
72 |
% |
Accounts payable and accrued
liabilities |
|
(24,445) |
|
|
|
(1,941) |
|
|
|
(22,504) |
|
|
|
1,159 |
% |
Net cash used in operating
activities |
|
(46,251) |
|
|
|
(17,060) |
|
|
|
(29,191) |
|
|
|
171 |
% |
Cash provided by (used in)
investing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment in capital and intangible assets, net |
|
(10,011) |
|
|
|
(7,537) |
|
|
|
(2,474) |
|
|
|
33 |
% |
Proceeds from disposal of capital and intangible assets |
|
365 |
|
|
|
2,160 |
|
|
|
(1,795) |
|
|
|
(83) |
% |
Disposal (purchase) of marketable securities, net |
|
125,479 |
|
|
|
(243,186) |
|
|
|
368,665 |
|
|
|
(152) |
% |
Business acquisitions, net of cash acquired |
|
(60,626) |
|
|
|
(24,372) |
|
|
|
(36,254) |
|
|
|
149 |
% |
Net cash provided by (used in)
investing activities |
|
55,207 |
|
|
|
(272,935) |
|
|
|
328,142 |
|
|
|
(120) |
% |
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 |
|
(14,901) |
|
|
|
(10,420) |
|
|
|
(4,481) |
|
|
|
43 |
% |
Proceeds from convertible
debt |
|
21,553 |
|
|
|
— |
|
|
|
21,553 |
|
|
|
0 |
% |
Repayment of convertible debt |
|
(107,330) |
|
|
|
(48,975) |
|
|
|
(58,355) |
|
|
|
119 |
% |
Repayment of lease liabilities |
|
(91) |
|
|
|
(1,114) |
|
|
|
1,023 |
|
|
|
(92) |
% |
Net decrease in bank
indebtedness |
|
(3,200) |
|
|
|
(2,819) |
|
|
|
(381) |
|
|
|
14 |
% |
Net cash provided by (used in)
financing activities |
|
(71,348) |
|
|
|
66,364 |
|
|
|
(137,712) |
|
|
|
(208) |
% |
Effect of foreign exchange on cash and cash equivalents |
|
709 |
|
|
|
(2,060) |
|
|
|
2,769 |
|
|
|
(134) |
% |
Net decrease in cash and cash
equivalents |
|
(61,683) |
|
|
|
(225,691) |
|
|
|
164,008 |
|
|
|
(73) |
% |
Cash and cash equivalents,
beginning of period |
|
206,632 |
|
|
|
415,909 |
|
|
|
(209,277) |
|
|
|
(50) |
% |
Cash and cash
equivalents, end of period |
$ |
144,949 |
|
|
$ |
190,218 |
|
|
$ |
(45,269) |
|
|
|
(24) |
% |
|
Net Revenue by Operating Segment
|
For the three months |
|
|
|
|
|
|
For the three months |
|
|
|
|
|
|
For the six months |
|
|
|
|
|
|
For the six months |
|
|
|
|
|
(In thousands of U.S.
dollars) |
November 30, 2023 |
|
|
% of Total Revenue |
|
|
November 30, 2022 |
|
|
% of Total Revenue |
|
|
November 30, 2023 |
|
|
% of Total Revenue |
|
|
November 30, 2022 |
|
|
% of Total Revenue |
|
Cannabis business |
$ |
67,114 |
|
|
|
34 |
% |
|
$ |
49,898 |
|
|
|
34 |
% |
|
$ |
137,447 |
|
|
|
37 |
% |
|
$ |
108,468 |
|
|
|
36 |
% |
Distribution business |
|
67,223 |
|
|
|
35 |
% |
|
|
60,188 |
|
|
|
42 |
% |
|
|
136,380 |
|
|
|
37 |
% |
|
|
120,773 |
|
|
|
41 |
% |
Beverage alcohol business |
|
46,505 |
|
|
|
24 |
% |
|
|
21,395 |
|
|
|
15 |
% |
|
|
70,667 |
|
|
|
19 |
% |
|
|
42,049 |
|
|
|
14 |
% |
Wellness business |
|
12,929 |
|
|
|
7 |
% |
|
|
12,655 |
|
|
|
9 |
% |
|
|
26,226 |
|
|
|
7 |
% |
|
|
26,057 |
|
|
|
9 |
% |
Total net revenue |
$ |
193,771 |
|
|
|
100 |
% |
|
$ |
144,136 |
|
|
|
100 |
% |
|
$ |
370,720 |
|
|
|
100 |
% |
|
$ |
297,347 |
|
|
|
100 |
% |
|
Net Revenue by Operating Segment in Constant
Currency
|
For the three months |
|
|
|
|
|
|
For the three months |
|
|
|
|
|
|
For the six months |
|
|
|
|
|
|
For thesix months |
|
|
|
|
|
|
November 30, 2023 |
|
|
|
|
|
|
November 30, 2022 |
|
|
|
|
|
|
November 30, 2023 |
|
|
|
|
|
|
November 30, 2022 |
|
|
|
|
|
(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 |
|
Cannabis business |
$ |
67,361 |
|
|
|
35 |
% |
|
$ |
49,898 |
|
|
|
34 |
% |
|
$ |
138,750 |
|
|
|
38 |
% |
|
$ |
108,468 |
|
|
|
36 |
% |
Distribution business |
|
64,502 |
|
|
|
34 |
% |
|
|
60,188 |
|
|
|
42 |
% |
|
|
131,454 |
|
|
|
36 |
% |
|
|
120,773 |
|
|
|
41 |
% |
Beverage alcohol business |
|
46,505 |
|
|
|
24 |
% |
|
|
21,395 |
|
|
|
15 |
% |
|
|
70,667 |
|
|
|
19 |
% |
|
|
42,049 |
|
|
|
14 |
% |
Wellness business |
|
13,004 |
|
|
|
7 |
% |
|
|
12,655 |
|
|
|
9 |
% |
|
|
26,463 |
|
|
|
7 |
% |
|
|
26,057 |
|
|
|
9 |
% |
Total net revenue |
$ |
191,372 |
|
|
|
100 |
% |
|
$ |
144,136 |
|
|
|
100 |
% |
|
$ |
367,334 |
|
|
|
100 |
% |
|
$ |
297,347 |
|
|
|
100 |
% |
|
Net Cannabis Revenue by Market Channel
|
For the three months |
|
|
|
|
|
|
For the three months |
|
|
|
|
|
|
For the six months |
|
|
|
|
|
|
For the six months |
|
|
|
|
|
(In thousands of U.S.
dollars) |
November 30, 2023 |
|
|
% of Total Revenue |
|
|
November 30, 2022 |
|
|
% of Total Revenue |
|
|
November 30, 2023 |
|
|
% of Total Revenue |
|
|
November 30, 2022 |
|
|
% of Total Revenue |
|
Revenue from Canadian medical cannabis |
$ |
6,288 |
|
|
|
9 |
% |
|
$ |
6,365 |
|
|
|
13 |
% |
|
$ |
12,430 |
|
|
|
9 |
% |
|
$ |
12,885 |
|
|
|
12 |
% |
Revenue from Canadian
adult-use cannabis |
|
72,048 |
|
|
|
107 |
% |
|
|
52,390 |
|
|
|
106 |
% |
|
|
143,243 |
|
|
|
104 |
% |
|
|
110,745 |
|
|
|
101 |
% |
Revenue from wholesale
cannabis |
|
4,289 |
|
|
|
7 |
% |
|
|
236 |
|
|
|
0 |
% |
|
|
9,584 |
|
|
|
7 |
% |
|
|
628 |
|
|
|
1 |
% |
Revenue from international
cannabis |
|
11,931 |
|
|
|
18 |
% |
|
|
7,705 |
|
|
|
15 |
% |
|
|
26,183 |
|
|
|
19 |
% |
|
|
18,127 |
|
|
|
17 |
% |
Less excise taxes |
|
(27,442) |
|
|
|
(41) |
% |
|
|
(16,798) |
|
|
|
(34) |
% |
|
|
(53,993) |
|
|
|
(39) |
% |
|
|
(33,917) |
|
|
|
(31) |
% |
Total |
$ |
67,114 |
|
|
|
100 |
% |
|
$ |
49,898 |
|
|
|
100 |
% |
|
$ |
137,447 |
|
|
|
100 |
% |
|
$ |
108,468 |
|
|
|
100 |
% |
|
Net Cannabis Revenue by Market Channel in Constant
Currency
|
For the three months |
|
|
|
|
|
|
For the three months |
|
|
|
|
|
|
For the six months |
|
|
|
|
|
|
For the six months |
|
|
|
|
|
|
November 30, 2023 |
|
|
|
|
|
|
November 30, 2022 |
|
|
|
|
|
|
November 30, 2023 |
|
|
|
|
|
|
November 30, 2022 |
|
|
|
|
|
(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 |
$ |
6,377 |
|
|
|
9 |
% |
|
$ |
6,365 |
|
|
|
13 |
% |
|
$ |
12,687 |
|
|
|
9 |
% |
|
$ |
12,885 |
|
|
|
12 |
% |
Revenue from Canadian
adult-use cannabis |
|
73,021 |
|
|
|
108 |
% |
|
|
52,390 |
|
|
|
106 |
% |
|
|
146,132 |
|
|
|
106 |
% |
|
|
110,745 |
|
|
|
101 |
% |
Revenue from wholesale
cannabis |
|
4,338 |
|
|
|
7 |
% |
|
|
236 |
|
|
|
0 |
% |
|
|
9,796 |
|
|
|
7 |
% |
|
|
628 |
|
|
|
1 |
% |
Revenue from international
cannabis |
|
11,442 |
|
|
|
17 |
% |
|
|
7,705 |
|
|
|
15 |
% |
|
|
25,219 |
|
|
|
18 |
% |
|
|
18,127 |
|
|
|
17 |
% |
Less excise taxes |
|
(27,817) |
|
|
|
(41) |
% |
|
|
(16,798) |
|
|
|
(34) |
% |
|
|
(55,084) |
|
|
|
(40) |
% |
|
|
(33,917) |
|
|
|
(31) |
% |
Total |
$ |
67,361 |
|
|
|
100 |
% |
|
$ |
49,898 |
|
|
|
100 |
% |
|
$ |
138,750 |
|
|
|
100 |
% |
|
$ |
108,468 |
|
|
|
100 |
% |
|
Other Financial Information: Key Operating
Metrics
|
For the three months |
|
|
For the six months |
|
|
ended November 30, |
|
|
ended November 30, |
|
(in thousands of U.S.
dollars) |
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
Net cannabis revenue |
$ |
67,114 |
|
|
$ |
49,898 |
|
|
$ |
137,447 |
|
|
$ |
108,468 |
|
Distribution revenue |
|
67,223 |
|
|
|
60,188 |
|
|
|
136,380 |
|
|
|
120,773 |
|
Net beverage alcohol
revenue |
|
46,505 |
|
|
|
21,395 |
|
|
|
70,667 |
|
|
|
42,049 |
|
Wellness revenue |
|
12,929 |
|
|
|
12,655 |
|
|
|
26,226 |
|
|
|
26,057 |
|
Cannabis costs |
|
46,472 |
|
|
|
28,577 |
|
|
|
96,989 |
|
|
|
57,438 |
|
Beverage alcohol costs |
|
30,513 |
|
|
|
11,420 |
|
|
|
41,779 |
|
|
|
22,269 |
|
Distribution costs |
|
60,147 |
|
|
|
52,495 |
|
|
|
121,615 |
|
|
|
107,479 |
|
Wellness costs |
|
9,230 |
|
|
|
8,762 |
|
|
|
18,732 |
|
|
|
18,665 |
|
Adjusted gross profit
(excluding PPA step-up) (1) |
|
52,110 |
|
|
|
43,989 |
|
|
|
101,412 |
|
|
|
93,710 |
|
Cannabis adjusted gross margin
(excluding PPA step-up) (1) |
|
35 |
% |
|
|
43 |
% |
|
|
35 |
% |
|
|
47 |
% |
Beverage alcohol adjusted
gross margin (excluding PPA step-up) (1) |
|
38 |
% |
|
|
52 |
% |
|
|
44 |
% |
|
|
52 |
% |
Distribution gross margin |
|
11 |
% |
|
|
13 |
% |
|
|
11 |
% |
|
|
11 |
% |
Wellness gross margin |
|
29 |
% |
|
|
31 |
% |
|
|
29 |
% |
|
|
28 |
% |
Adjusted EBITDA (1) |
$ |
10,086 |
|
|
$ |
11,008 |
|
|
$ |
20,820 |
|
|
$ |
23,839 |
|
Cash and marketable securities
(1) as at the period ended: |
|
259,791 |
|
|
|
433,504 |
|
|
|
259,791 |
|
|
|
433,504 |
|
Working capital as at the
period ended: |
$ |
247,041 |
|
|
$ |
388,200 |
|
|
$ |
247,041 |
|
|
$ |
388,200 |
|
|
Other Financial Information: Gross Margin and Adjusted
Gross Margin
|
For the three months ended November 30, 2023 |
|
(In thousands of U.S.
dollars) |
Cannabis |
|
|
Beverage |
|
|
Distribution |
|
|
Wellness |
|
|
Total |
|
Net revenue |
$ |
67,114 |
|
|
$ |
46,505 |
|
|
$ |
67,223 |
|
|
$ |
12,929 |
|
|
$ |
193,771 |
|
Cost of goods sold |
|
46,472 |
|
|
|
30,513 |
|
|
|
60,147 |
|
|
|
9,230 |
|
|
|
146,362 |
|
Gross profit |
|
20,642 |
|
|
|
15,992 |
|
|
|
7,076 |
|
|
|
3,699 |
|
|
|
47,409 |
|
Gross margin |
|
31 |
% |
|
|
34 |
% |
|
|
11 |
% |
|
|
29 |
% |
|
|
24 |
% |
Adjustments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase price accounting
step-up |
|
2,938 |
|
|
|
1,763 |
|
|
|
— |
|
|
|
— |
|
|
|
4,701 |
|
Adjusted gross profit |
|
23,580 |
|
|
|
17,755 |
|
|
|
7,076 |
|
|
|
3,699 |
|
|
|
52,110 |
|
Adjusted gross margin |
|
35 |
% |
|
|
38 |
% |
|
|
11 |
% |
|
|
29 |
% |
|
|
27 |
% |
|
|
For the three months ended November 30, 2022 |
|
(In thousands of U.S.
dollars) |
Cannabis |
|
|
Beverage |
|
|
Distribution |
|
|
Wellness |
|
|
Total |
|
Net revenue |
$ |
49,898 |
|
|
$ |
21,395 |
|
|
$ |
60,188 |
|
|
$ |
12,655 |
|
|
$ |
144,136 |
|
Cost of goods sold |
|
28,577 |
|
|
|
11,420 |
|
|
|
52,495 |
|
|
|
8,762 |
|
|
|
101,254 |
|
Gross profit |
|
21,321 |
|
|
|
9,975 |
|
|
|
7,693 |
|
|
|
3,893 |
|
|
|
42,882 |
|
Gross margin |
|
43 |
% |
|
|
47 |
% |
|
|
13 |
% |
|
|
31 |
% |
|
|
30 |
% |
Adjustments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase price accounting
step-up |
|
— |
|
|
|
1,107 |
|
|
|
— |
|
|
|
— |
|
|
|
1,107 |
|
Adjusted gross profit |
|
21,321 |
|
|
|
11,082 |
|
|
|
7,693 |
|
|
|
3,893 |
|
|
|
43,989 |
|
Adjusted gross margin |
|
43 |
% |
|
|
52 |
% |
|
|
13 |
% |
|
|
31 |
% |
|
|
31 |
% |
|
|
For the six months ended November 30, 2023 |
|
(In thousands of U.S.
dollars) |
Cannabis |
|
|
Beverage |
|
|
Distribution |
|
|
Wellness |
|
|
Total |
|
Net revenue |
$ |
137,447 |
|
|
$ |
70,667 |
|
|
$ |
136,380 |
|
|
$ |
26,226 |
|
|
$ |
370,720 |
|
Cost of goods sold |
|
96,989 |
|
|
|
41,779 |
|
|
|
121,615 |
|
|
|
18,732 |
|
|
|
279,115 |
|
Gross profit |
|
40,458 |
|
|
|
28,888 |
|
|
|
14,765 |
|
|
|
7,494 |
|
|
|
91,605 |
|
Gross margin |
|
29 |
% |
|
|
41 |
% |
|
|
11 |
% |
|
|
29 |
% |
|
|
25 |
% |
Adjustments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase price accounting
step-up |
|
7,454 |
|
|
|
2,353 |
|
|
|
— |
|
|
|
— |
|
|
|
9,807 |
|
Adjusted gross profit |
|
47,912 |
|
|
|
31,241 |
|
|
|
14,765 |
|
|
|
7,494 |
|
|
|
101,412 |
|
Adjusted gross margin |
|
35 |
% |
|
|
44 |
% |
|
|
11 |
% |
|
|
29 |
% |
|
|
27 |
% |
|
|
For the six months ended November 30, 2022 |
|
(In thousands of U.S.
dollars) |
Cannabis |
|
|
Beverage |
|
|
Distribution |
|
|
Wellness |
|
|
Total |
|
Net revenue |
$ |
108,468 |
|
|
$ |
42,049 |
|
|
$ |
120,773 |
|
|
$ |
26,057 |
|
|
$ |
297,347 |
|
Cost of goods sold |
|
57,438 |
|
|
|
22,269 |
|
|
|
107,479 |
|
|
|
18,665 |
|
|
|
205,851 |
|
Gross profit |
|
51,030 |
|
|
|
19,780 |
|
|
|
13,294 |
|
|
|
7,392 |
|
|
|
91,496 |
|
Gross margin |
|
47 |
% |
|
|
47 |
% |
|
|
11 |
% |
|
|
28 |
% |
|
|
31 |
% |
Adjustments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase price accounting
step-up |
|
— |
|
|
|
2,214 |
|
|
|
— |
|
|
|
— |
|
|
|
2,214 |
|
Adjusted gross profit |
|
51,030 |
|
|
|
21,994 |
|
|
|
13,294 |
|
|
|
7,392 |
|
|
|
93,710 |
|
Adjusted gross margin |
|
47 |
% |
|
|
52 |
% |
|
|
11 |
% |
|
|
28 |
% |
|
|
32 |
% |
|
Other Financial Information: Adjusted Earnings Before
Interest, Taxes and Amortization
|
For the three months |
|
|
|
|
|
|
|
|
|
|
For the six months |
|
|
|
|
|
|
|
|
|
|
ended November 30, |
|
|
Change |
|
|
% Change |
|
|
ended November 30, |
|
|
Change |
|
|
% Change |
|
(In thousands of U.S.
dollars) |
2023 |
|
|
2022 |
|
|
2023 vs. 2022 |
|
|
2023 |
|
|
2022 |
|
|
2023 vs. 2022 |
|
Net loss |
$ |
(46,183) |
|
|
$ |
(61,635) |
|
|
$ |
15,452 |
|
|
|
(25) |
% |
|
$ |
(102,046) |
|
|
$ |
(127,429) |
|
|
$ |
25,383 |
|
|
|
(20) |
% |
Income tax expense |
|
(3,380) |
|
|
|
(11,713) |
|
|
|
8,333 |
|
|
|
(71) |
% |
|
|
3,884 |
|
|
|
(4,502) |
|
|
|
8,386 |
|
|
|
(186) |
% |
Interest expense, net |
|
8,625 |
|
|
|
3,107 |
|
|
|
5,518 |
|
|
|
178 |
% |
|
|
18,460 |
|
|
|
7,520 |
|
|
|
10,940 |
|
|
|
145 |
% |
Non-operating income
(expense), net |
|
(821) |
|
|
|
18,450 |
|
|
|
(19,271) |
|
|
|
(104) |
% |
|
|
3,581 |
|
|
|
51,442 |
|
|
|
(47,861) |
|
|
|
(93) |
% |
Amortization |
|
31,552 |
|
|
|
33,318 |
|
|
|
(1,766) |
|
|
|
(5) |
% |
|
|
62,341 |
|
|
|
67,387 |
|
|
|
(5,046) |
|
|
|
(7) |
% |
Stock-based compensation |
|
8,201 |
|
|
|
10,943 |
|
|
|
(2,742) |
|
|
|
(25) |
% |
|
|
16,458 |
|
|
|
20,136 |
|
|
|
(3,678) |
|
|
|
(18) |
% |
Change in fair value of
contingent consideration |
|
300 |
|
|
|
— |
|
|
|
300 |
|
|
|
0 |
% |
|
|
(10,807) |
|
|
|
211 |
|
|
|
(11,018) |
|
|
|
(5,222) |
% |
Purchase price accounting
step-up |
|
4,701 |
|
|
|
1,107 |
|
|
|
3,594 |
|
|
|
325 |
% |
|
|
9,807 |
|
|
|
2,214 |
|
|
|
7,593 |
|
|
|
343 |
% |
Facility start-up and closure
costs |
|
300 |
|
|
|
3,000 |
|
|
|
(2,700) |
|
|
|
(90) |
% |
|
|
900 |
|
|
|
4,800 |
|
|
|
(3,900) |
|
|
|
(81) |
% |
Litigation costs, net of
recoveries |
|
3,042 |
|
|
|
2,815 |
|
|
|
227 |
|
|
|
8 |
% |
|
|
5,076 |
|
|
|
3,260 |
|
|
|
1,816 |
|
|
|
56 |
% |
Restructuring costs |
|
2,655 |
|
|
|
8,064 |
|
|
|
(5,409) |
|
|
|
(67) |
% |
|
|
3,570 |
|
|
|
8,064 |
|
|
|
(4,494) |
|
|
|
(56) |
% |
Transaction (income)
costs |
|
1,094 |
|
|
|
3,552 |
|
|
|
(2,458) |
|
|
|
(69) |
% |
|
|
9,596 |
|
|
|
(9,264) |
|
|
|
18,860 |
|
|
|
(204) |
% |
Adjusted EBITDA |
$ |
10,086 |
|
|
$ |
11,008 |
|
|
$ |
(922) |
|
|
|
(8) |
% |
|
$ |
20,820 |
|
|
$ |
23,839 |
|
|
$ |
(3,019) |
|
|
|
(13) |
% |
|
Other Financial Information: Adjusted net income (loss)
per share
|
For the three months |
|
|
|
|
|
|
|
|
|
|
For the six months |
|
|
|
|
|
|
|
|
|
|
ended November 30, |
|
|
Change |
|
|
% Change |
|
|
ended November 30, |
|
|
Change |
|
|
% Change |
|
|
2023 |
|
|
2022 |
|
|
Change |
|
|
2023 |
|
|
2022 |
|
|
Change |
|
Net loss attributable to stockholders of Tilray Brands, Inc. |
$ |
(49,008) |
|
|
$ |
(69,463) |
|
|
$ |
20,455 |
|
|
|
(29) |
% |
|
$ |
(120,533) |
|
|
$ |
(142,945) |
|
|
$ |
22,412 |
|
|
$ |
(0) |
|
Non-operating income
(expense), net |
|
(821) |
|
|
|
18,450 |
|
|
|
(19,271) |
|
|
|
(104) |
% |
|
|
3,581 |
|
|
|
51,442 |
|
|
|
(47,861) |
|
|
|
(93) |
% |
Amortization |
|
31,552 |
|
|
|
33,318 |
|
|
|
(1,766) |
|
|
|
(5) |
% |
|
|
62,341 |
|
|
|
67,387 |
|
|
|
(5,046) |
|
|
|
(7) |
% |
Stock-based compensation |
|
8,201 |
|
|
|
10,943 |
|
|
|
(2,742) |
|
|
|
(25) |
% |
|
|
16,458 |
|
|
|
20,136 |
|
|
|
(3,678) |
|
|
|
(18) |
% |
Change in fair value of
contingent consideration |
|
300 |
|
|
|
— |
|
|
|
300 |
|
|
|
0 |
% |
|
|
(10,807) |
|
|
|
211 |
|
|
|
(11,018) |
|
|
|
(5,222) |
% |
Facility start-up and closure
costs |
|
300 |
|
|
|
3,000 |
|
|
|
(2,700) |
|
|
|
(90) |
% |
|
|
900 |
|
|
|
4,800 |
|
|
|
(3,900) |
|
|
|
(81) |
% |
Litigation costs, net of
recoveries |
|
3,042 |
|
|
|
2,815 |
|
|
|
227 |
|
|
|
8) |
% |
|
|
5,076 |
|
|
|
3,260 |
|
|
|
1,816 |
|
|
|
56 |
% |
Restructuring costs |
|
2,655 |
|
|
|
8,064 |
|
|
|
(5,409) |
|
|
|
(67) |
% |
|
|
3,570 |
|
|
|
8,064 |
|
|
|
(4,494) |
|
|
|
(56) |
% |
Transaction (income)
costs |
|
1,094 |
|
|
|
3,552 |
|
|
|
(2,458) |
|
|
|
(69) |
% |
|
|
9,596 |
|
|
|
(9,264) |
|
|
|
18,860 |
|
|
|
(204) |
% |
Adjusted net income
(loss) |
$ |
(2,685) |
|
|
$ |
10,679 |
|
|
$ |
(13,364) |
|
|
|
(125) |
% |
|
$ |
(29,818) |
|
|
$ |
3,091 |
|
|
$ |
(32,909) |
|
|
|
(1,065) |
% |
Adjusted net income (loss) per
share - basic and diluted |
$ |
(0.00) |
|
|
$ |
0.02 |
|
|
$ |
(0.02) |
|
|
|
(121) |
% |
|
$ |
(0.04) |
|
|
$ |
0.01 |
|
|
$ |
(0.05) |
|
|
|
(899) |
% |
|
Other Financial Information: Free Cash Flow
|
For the three months |
|
|
|
|
|
|
|
|
|
|
For the six months |
|
|
|
|
|
|
|
|
|
|
ended November 30, |
|
|
Change |
|
|
% Change |
|
|
ended November 30, |
|
|
Change |
|
|
% Change |
|
(In thousands of U.S.
dollars) |
2023 |
|
|
2022 |
|
|
2023 vs. 2022 |
|
|
2023 |
|
|
2022 |
|
|
2023 vs. 2022 |
|
Net cash used in operating activities |
$ |
(30,409) |
|
|
$ |
29,209 |
|
|
$ |
(59,618) |
|
|
|
(204) |
% |
|
$ |
(46,251) |
|
|
$ |
(17,060) |
|
|
$ |
(29,191) |
|
|
|
171 |
% |
Less: investments in capital
and intangible assets, net |
|
(5,836) |
|
|
|
(3,840) |
|
|
|
(1,996) |
|
|
|
52 |
% |
|
|
(9,646) |
|
|
|
(5,377) |
|
|
|
(4,269) |
|
|
|
79 |
% |
Free cash flow |
$ |
(36,245) |
|
|
$ |
25,369 |
|
|
$ |
(61,614) |
|
|
|
(243) |
% |
|
$ |
(55,897) |
|
|
$ |
(22,437) |
|
|
$ |
(33,460) |
|
|
|
149 |
% |
Add: growth CAPEX |
|
3,158 |
|
|
|
— |
|
|
|
3,158 |
|
|
|
0 |
% |
|
|
4,845 |
|
|
|
— |
|
|
|
4,845 |
|
|
NM |
|
Add: cash income taxes related
to Aphria Diamond |
|
8,502 |
|
|
|
3,893 |
|
|
|
4,609 |
|
|
|
118 |
% |
|
|
14,216 |
|
|
|
9,380 |
|
|
|
4,836 |
|
|
|
52 |
% |
Add: integration costs related
to HEXO |
|
6,230 |
|
|
|
— |
|
|
|
6,230 |
|
|
|
0 |
% |
|
|
12,145 |
|
|
|
— |
|
|
|
12,145 |
|
|
NM |
|
Adjusted free cash flow |
$ |
(18,355) |
|
|
$ |
29,262 |
|
|
$ |
(47,617) |
|
|
|
(163) |
% |
|
$ |
(24,691) |
|
|
$ |
(13,057) |
|
|
$ |
(11,634) |
|
|
|
(89 |
)% |
|
1 Expected rankings based on Brewers Association 2022 Annual
Report and expected sales volume.
Tilray Brands (NASDAQ:TLRY)
過去 株価チャート
から 6 2024 まで 7 2024
Tilray Brands (NASDAQ:TLRY)
過去 株価チャート
から 7 2023 まで 7 2024