株探米国株
日本語 英語
エドガーで原本を確認する
0001731348 False 0001731348 2024-10-10 2024-10-10 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
 

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):  October 10, 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 October 10, 2024, Tilray Brands, Inc. (“Tilray”) issued a press release announcing financial results for its first quarter ended August 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.

(d) Exhibits

Exhibit Number   Description
     
99.1   Press Release dated October 10, 2024
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

  Tilray Brands, Inc.
     
   
Date: October 10, 2024 By:  /s/ Mitchell Gendel        
    Mitchell Gendel
    Global General Counsel
   

 

EX-99.1 2 exh_991.htm PRESS RELEASE EdgarFiling

EXHIBIT 99.1

Tilray Brands Reports Q1 2025 Financial Results

Tilray Achieves 13% Year-Over-Year Growth, Generating Record Q1 Net Revenue of $200 Million

Q1 Gross Margin Increases Over 500 Basis Points, Representing 20% Year-Over-Year Growth

Tilray Beverages Achieves 132% Net Revenue Growth, Tilray Alternative Beverages Launched in October to Fuel Key U.S. Markets with Hemp-Derived Delta-9 THC Products

German Medical Cannabis Flower Revenue Increases by 50% Following Legalization

Conference Call to be Held at 8:30 a.m. ET Today

NEW YORK and LEAMINGTON, Ontario, Oct. 10, 2024 (GLOBE NEWSWIRE) -- Tilray Brands, Inc. (“Tilray”, “our”, “we” or the “Company”) (Nasdaq: TLRY; TSX: TLRY), a leading global lifestyle and consumer packaged goods company, today reported financial results for its first quarter ended August 31, 2024. All financial information in this press release is reported in U.S. dollars, unless otherwise indicated.

Irwin D. Simon, Tilray Brands’ Chairman and Chief Executive Officer, stated, “As the Chairman and CEO of Tilray Brands, I am excited to lead a company that is disrupting the CPG industry through innovative products that are transforming the way consumers eat, drink, and unwind with cannabis, hemp and beverage products. Our investments in the cannabis, wellness, beverage, and distribution industries are focused on shaping the future and staying ahead of the curve. We are dedicated to executing our strategic plan to increase revenue, drive operational efficiencies, and improve margins and profitability while investing in our continued growth. Our commitment to innovation and growth is unwavering.”

Mr. Simon, continued, “We believe that there is a greater likelihood that the upcoming U.S. Presidential elections will result in improved regulatory changes in the cannabis industry, as both candidates have publicly confirmed their support for further legalization. We are optimistic about the future of the cannabis industry and look forward to the potential opportunities that lie ahead.”

Financial Highlights – First Quarter Fiscal Year 2025

  • Net revenue increased 13% to $200 million in the first quarter compared to $177 million in the prior year quarter.
  • Gross profit increased by 35% to $59.7 million in the first quarter compared to $44.2 million in the prior year quarter. Gross margin increased to 30% in the first quarter compared to 25% in the prior year quarter.
  • Net loss improved by 38% to $(34.7) million in the first quarter compared to $(55.9) million in the prior year quarter.
  • Net loss per share improved to $(0.04) in the first quarter compared to $(0.10) in the prior year quarter.
  • Adjusted net loss per share improved to $(0.01) in the first quarter compared to $(0.04) in the prior year quarter.
  • Adjusted EBITDA in the first quarter was $9.3 million compared to $10.7 million in the prior year quarter.
  • Beverage alcohol net revenue including acquisitions increased 132% to $56.0 million in the first quarter.
    • Beverage alcohol gross margin was 41% in the first quarter.
  • Cannabis net revenue was $61.2 million in the first quarter.
    • Cannabis gross margin was 40% in the first quarter.
  • Distribution net revenue was $68.1 million in the first quarter.
    • Distribution gross margin was 12% in the first quarter.
  • Wellness net revenue increased 11% to $14.8 million in first the quarter.
    • Wellness gross margin was 32% in the first quarter.

Live Conference Call and Audio Webcast
Tilray Brands will host a webcast to discuss these results today at 8:30 a.m. ET. 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.

For more information on Tilray Brands, visit www.Tilray.com and follow @Tilray

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 disrupt the CPG industry for cannabis, hemp, and beverage consumption; 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 commercial opportunities and regulatory developments 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; the Company’s ability to commercialize new and innovative products; market opportunities and regulatory risks for Hemp-Derived Delta-9 (HDD9) beverage products, and expected sales, distribution, margin, price and revenue generation projections; consumer sentiment regarding HDD9 beverage products; and Tilray’s strategy and anticipated offerings within the HDD9 beverage product segment.

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. 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.

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, net. 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 $0.7 million for the three months ended August 31, 2023.

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; facility start-up and closure costs; litigation costs; restructuring costs and transaction (income) costs, net. 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. 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 above in this press release. Adjusted gross margin (consolidated and for each of our reporting segments), 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 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 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.

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.

For further information:
Media Contact: news@tilray.com
Investor Contact: investors@tilray.com


       
Consolidated Statements of Financial Position      
  August 31,   May 31,
(in thousands of US dollars)   2024       2024  
Assets      
Current assets      
Cash and cash equivalents $ 205,186     $ 228,340  
Marketable securities   74,869       32,182  
Accounts receivable, net   104,037       101,695  
Inventory   264,295       252,087  
Prepaids and other current assets   44,960       31,332  
Assets held for sale   32,536       32,074  
Total current assets   725,883       677,710  
Capital assets   555,136       558,247  
Operating lease, right-of-use assets   17,176       16,101  
Intangible assets   908,768       915,469  
Goodwill   2,009,714       2,008,884  
Long-term investments   7,853       7,859  
Convertible notes receivable   32,000       32,000  
Other assets   5,337       5,395  
Total assets $ 4,261,867     $ 4,221,665  
Liabilities      
Current liabilities      
Bank indebtedness $ 18,134     $ 18,033  
Accounts payable and accrued liabilities   236,146       241,957  
Contingent consideration   15,000       15,000  
Warrant liability   2,557       3,253  
Current portion of lease liabilities   5,640       5,091  
Current portion of long-term debt   16,072       15,506  
Current portion of convertible debentures payable         330  
Total current liabilities   293,549       299,170  
Long - term liabilities      
Lease liabilities   60,657       60,422  
Long-term debt   155,268       158,352  
Convertible debentures payable   132,650       129,583  
Deferred tax liabilities, net   136,230       130,870  
Other liabilities   99       90  
Total liabilities   778,453       778,487  
Stockholders' equity      
Common stock ($0.0001 par value; 1,198,000,000 common shares authorized; 875,444,828 and 831,925,373 common shares issued and outstanding, respectively)   88       83  
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   6,217,533       6,146,810  
Accumulated other comprehensive loss   (39,877 )     (43,499 )
Accumulated deficit   (2,699,653 )     (2,660,488 )
Total Tilray Brands, Inc. stockholders' equity   3,478,091       3,442,906  
Non-controlling interests   5,323       272  
Total stockholders' equity   3,483,414       3,443,178  
Total liabilities and stockholders' equity $ 4,261,867     $ 4,221,665  
       


Condensed Consolidated Statements of Net Income (Loss) and Comprehensive Income (Loss)
  For the three months ended        
  August 31,   August 31,   Change   % Change
(in thousands of U.S. dollars, except for per share data)   2024       2023     2024 vs. 2023
Net revenue $ 200,044     $ 176,949     $ 23,095     13 %
Cost of goods sold   140,338       132,753       7,585     6 %
Gross profit   59,706       44,196       15,510     35 %
Operating expenses:              
General and administrative   44,113       40,516       3,597     9 %
Selling   11,690       6,859       4,831     70 %
Amortization   21,804       22,225       (421 )   (2 )%
Marketing and promotion   11,566       8,535       3,031     36 %
Research and development   105       79       26     33 %
Change in fair value of contingent consideration         (11,107 )     11,107     (100 )%
Litigation costs, net of recoveries   1,595       2,034       (439 )   (22 )%
Restructuring costs   4,247       915       3,332     364 %
Transaction costs (income), net   1,156       8,502       (7,346 )   (86 )%
Total operating expenses   96,276       78,558       17,718     23 %
Operating loss   (36,570 )     (34,362 )     (2,208 )   6 %
Interest expense, net   (9,842 )     (9,835 )     (7 )   0 %
Non-operating income (expense), net   12,646       (4,402 )     17,048     (387 )%
Loss before income taxes   (33,766 )     (48,599 )     14,833     (31 )%
Income tax expense, net   886       7,264       (6,378 )   (88 )%
Net loss $ (34,652 )   $ (55,863 )   $ 21,211     (38 )%
Net loss per share - basic and diluted   (0.04 )     (0.10 )     0.06     (60 )%
               


Condensed Consolidated Statements of Cash Flows              
  For the three months ended        
  August 31,   August 31,   Change   % Change
(in thousands of US dollars)   2024       2023     2024 vs. 2023
Cash provided by (used in) operating activities:              
Net loss $ (34,652 )   $ (55,863 )   $ 21,211     (38 )%
Adjustments for:              
Deferred income tax expense, net   382       59       323     547 %
Unrealized foreign exchange (gain) loss   (5,602 )     (3,127 )     (2,475 )   79 %
Amortization   31,814       30,789       1,025     3 %
Accretion of convertible debt discount   3,067       5,544       (2,477 )   (45 )%
Other non-cash items   729       (6,357 )     7,086     (111 )%
Stock-based compensation   6,917       8,257       (1,340 )   (16 )%
(Gain) loss on long-term investments & equity investments   (499 )     47       (546 )   (1162 )%
Loss on derivative instruments   (696 )     10,345       (11,041 )   (107 )%
Change in fair value of contingent consideration         (11,107 )     11,107     (100 )%
Change in non-cash working capital:              
Accounts receivable   (2,342 )     13,044       (15,386 )   (118 )%
Prepaids and other current assets   (13,570 )     (4,654 )     (8,916 )   192 %
Inventory   (12,383 )     3,650       (16,033 )   (439 )%
Accounts payable and accrued liabilities   (8,472 )     (6,469 )     (2,003 )   31 %
Net cash used in operating activities   (35,307 )     (15,842 )     (19,465 )   123 %
Cash provided by (used in) investing activities:              
Investment in capital and intangible assets   (6,736 )     (4,152 )     (2,584 )   62 %
Proceeds from disposal of capital and intangible assets   28       342       (314 )   (92 )%
Disposal (purchase) of marketable securities, net   (42,687 )     (45,436 )     2,749     (6 )%
Business acquisitions, net of cash acquired         22,956       (22,956 )   (100 )%
Net cash provided by (used in) investing activities   (49,395 )     (26,290 )     (23,105 )   88 %
Cash provided by (used in) financing activities:              
Share capital issued, net of cash issuance costs   66,472             66,472     NM
Proceeds from long-term debt         7,621       (7,621 )   (100 )%
Repayment of long-term debt   (4,791 )     (6,369 )     1,578     (25 )%
Proceeds from convertible debt         21,553       (21,553 )   (100 )%
Repayment of convertible debt   (330 )           (330 )   NM
Repayment of lease liabilities   (862 )           (862 )   NM
Net increase (decrease) in bank indebtedness   101       (8,787 )     8,888     (101 )%
Net cash provided by (used in) financing activities   60,590       14,018       46,572     332 %
Effect of foreign exchange on cash and cash equivalents   958       614       344     56 %
Net decrease in cash and cash equivalents   (23,154 )     (27,500 )     4,346     (16 )%
Cash and cash equivalents, beginning of period   228,340       206,632       21,708     11 %
Cash and cash equivalents, end of period $ 205,186     $ 179,132     $ 26,054     15 %
               


Net Revenue by Operating Segment
  For the three months ended
  % of Total     For the three months ended      % of Total
(In thousands of U.S. dollars) August 31, 2024   Revenue   August 31, 2023   Revenue
Beverage alcohol business $ 55,972     28 %   $ 24,162     13 %
Cannabis business   61,249     31 %     70,333     40 %
Distribution business   68,071     34 %     69,157     39 %
Wellness business   14,752     7 %     13,297     8 %
Total net revenue $ 200,044     100 %   $ 176,949     100 %
               
Net Revenue by Operating Segment in Constant Currency
               
  For the three months ended          For the three months ended       
  August 31, 2024       August 31, 2023    
(In thousands of U.S. dollars) as reported in constant
currency
  % of Total
Revenue
  as reported in constant
currency
  % of Total
Revenue
Beverage alcohol business $ 55,972     27 %   $ 24,162     13 %
Cannabis business   62,792     31 %     70,333     40 %
Distribution business   70,396     35 %     69,157     39 %
Wellness business   14,940     7 %     13,297     8 %
Total net revenue $ 204,100     100 %   $ 176,949     100 %
               
               
Net Cannabis Revenue by Market Channel
  For the three months ended
  % of Total     For the three months ended
    % of Total
(In thousands of U.S. dollars) August 31, 2024   Revenue   August 31, 2023   Revenue
Revenue from Canadian medical cannabis $ 6,261     10 %   $ 6,142     9 %
Revenue from Canadian adult-use cannabis   57,235     94 %     71,195     102 %
Revenue from wholesale cannabis   5,507     9 %     5,295     7 %
Revenue from international cannabis   12,191     20 %     14,252     20 %
Less excise taxes   (19,945 )   (33 )%     (26,551 )   (38 )%
Total $ 61,249     100 %   $ 70,333     100 %
               
               
Net Cannabis Revenue by Market Channel in Constant Currency
  For the three months ended
          For the three months ended
       
  August 31, 2024       August 31, 2023    
(In thousands of U.S. dollars) as reported in constant
currency
  % of Total
Revenue
  as reported in constant
currency
  % of Total
Revenue
Revenue from Canadian medical cannabis $ 6,432     10 %   $ 6,142     9 %
Revenue from Canadian adult-use cannabis   58,806     94 %     71,195     102 %
Revenue from wholesale cannabis   5,658     9 %     5,295     7 %
Revenue from international cannabis   12,388     20 %     14,252     20 %
Less excise taxes   (20,492 )   (33 )%     (26,551 )   (38 )%
Total $ 62,792     100 %   $ 70,333     100 %
               


Other Financial Information: Key Operating Metrics      
  For the three months ended
  August 31,   August 31,
(in thousands of U.S. dollars)   2024       2023  
Net beverage alcohol revenue $ 55,972     $ 24,162  
Net cannabis revenue   61,249       70,333  
Distribution revenue   68,071       69,157  
Wellness revenue   14,752       13,297  
Beverage alcohol costs   33,050       11,266  
Cannabis costs   37,054       50,517  
Distribution costs   60,138       61,468  
Wellness costs   10,096       9,502  
Adjusted gross profit (excluding PPA step-up)   59,881       49,302  
Beverage alcohol adjusted gross margin (excluding PPA step-up)   41 %     56 %
Cannabis adjusted gross margin (excluding PPA step-up)   40 %     35 %
Distribution gross margin   12 %     11 %
Wellness gross margin   32 %     29 %
Adjusted EBITDA $ 9,334     $ 10,734  
Cash and marketable securities as at the period ended:   280,055       466,465  
Working capital as at the period ended: $ 432,334     $ 291,981  
       


Other Financial Information: Gross Margin and Adjusted Gross Margin            
  For the three months ended August 31, 2024
(In thousands of U.S. dollars) Beverage   Cannabis   Distribution   Wellness   Total
Net revenue $ 55,972     $ 61,249     $ 68,071     $ 14,752     $ 200,044  
Cost of goods sold   33,050       37,054       60,138       10,096       140,338  
Gross profit   22,922       24,195       7,933       4,656       59,706  
Gross margin   41 %     40 %     12 %     32 %     30 %
Adjustments:                  
Purchase price accounting step-up   175                         175  
Adjusted gross profit   23,097       24,195       7,933       4,656       59,881  
Adjusted gross margin   41 %     40 %     12 %     32 %     30 %
                   
  For the three months ended August 31, 2023
(In thousands of U.S. dollars) Beverage   Cannabis   Distribution   Wellness   Total
Net revenue $ 24,162     $ 70,333     $ 69,157     $ 13,297     $ 176,949  
Cost of goods sold   11,266       50,517       61,468       9,502       132,753  
Gross profit   12,896       19,816       7,689       3,795       44,196  
Gross margin   53 %     28 %     11 %     29 %     25 %
Adjustments:                  
Purchase price accounting step-up   590       4,516                   5,106  
Adjusted gross profit   13,486       24,332       7,689       3,795       49,302  
Adjusted gross margin   56 %     35 %     11 %     29 %     28 %
                   


Other Financial Information: Adjusted Earnings Before Interest, Taxes and Amortization        
  For the three months ended        
  August 31,   August 31,   Change   % Change
(In thousands of U.S. dollars)   2024       2023     2024 vs. 2023
Net loss $ (34,652 )   $ (55,863 )   $ 21,211     (38 )%
Income tax expense, net   886       7,264       (6,378 )   (88 )%
Interest expense, net   9,842       9,835       7     0 %
Non-operating income (expense), net   (12,646 )     4,402       (17,048 )   (387 )%
Amortization   31,814       30,789       1,025     3 %
Stock-based compensation   6,917       8,257       (1,340 )   (16 )%
Change in fair value of contingent consideration         (11,107 )     11,107     (100 )%
Purchase price accounting step-up   175       5,106       (4,931 )   (97 )%
Facility start-up and closure costs         600       (600 )   (100 )%
Litigation costs, net of recoveries   1,595       2,034       (439 )   (22 )%
Restructuring costs   4,247       915       3,332     364 %
Transaction costs (income)   1,156       8,502       (7,346 )   (86 )%
Adjusted EBITDA $ 9,334     $ 10,734     $ (1,400 )   (13 )%
               
               
Other Financial Information: Adjusted Net Loss and Adjusted Net Loss Per Share  For the three months ended        
  August 31,   August 31,   Change   % Change
    2024       2023     Change
Net loss attributable to stockholders of Tilray Brands, Inc. $ (39,165 )   $ (71,525 )   $ 32,360     (45 )%
Non-operating income (expense), net   (12,646 )     4,402       (17,048 )   (387 )%
Amortization   31,814       30,789       1,025     3 %
Stock-based compensation   6,917       8,257       (1,340 )   (16 )%
Change in fair value of contingent consideration         (11,107 )     11,107     (100 )%
Facility start-up and closure costs         600       (600 )   (100 )%
Litigation costs, net of recoveries   1,595       2,034       (439 )   (22 )%
Restructuring costs   4,247       915       3,332     364 %
Transaction costs (income)   1,156       8,502       (7,346 )   (86 )%
Adjusted net loss $ (6,082 )   $ (27,133 )   $ 21,051     (78 )%
Adjusted net loss per share - basic and diluted $ (0.01 )   $ (0.04 )   $ 0.03     (75 )%
               
Other Financial Information: Free Cash Flow
  For the three months ended        
  August 31,   August 31,   Change   % Change
(In thousands of U.S. dollars)   2024       2023     2024 vs. 2023
Net cash used in operating activities $ (35,307 )   $ (15,842 )   $ (19,465 )   123 %
Less: investments in capital and intangible assets, net   (6,708 )     (3,810 )     (2,898 )   76 %
Free cash flow $ (42,015 )   $ (19,652 )   $ (22,363 )   114 %
Add: growth CAPEX   2,540       1,687       853     51 %
Add: cash income taxes related to Aphria Diamond         5,714       (5,714 )   (100 )%
Add: integration costs related to HEXO         5,915       (5,915 )   (100 )%
Adjusted free cash flow $ (39,475 )   $ (6,336 )   $ (33,139 )   523 %