UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of Registrant as Specified in Its Charter)
|
|
|
|
|
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
|
|
|
|
|
|
|
|
|
(Address of Principal Executive Offices, |
|
(Zip Code) |
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 |
Class 2 Common Stock, $0.0001 par |
|
|
|
|
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 January 10, 2022, Tilray, Inc. (“Tilray”) issued a press release announcing financial results for its second quarter ended November 30, 2021. 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 |
|
Description |
|
|
|
|
|
|
|
|
|
99.1 |
|
|
|
|
|
|
|
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
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 thereunto duly authorized.
|
|
|
Tilray, Inc. |
|
|
|
|
|
|
|
Date: January 10, 2022 |
|
By: |
/s/ Mitchell Gendel |
|
|
|
|
Global General Counsel |
|
|
|
|
|
|
|
Exhibit 99.1 |
|
PRESS RELEASE |
January 10, 2022 |
|
|
|
Tilray, Inc. Reports Profitable Second Quarter Fiscal Year 2022 Financial Results
New Parent Company Name, TILRAY BRANDS, Reflects Growing Portfolio of Leading, Global CPG Brands
|
|
• |
Net Revenue Increased ~20% to $155 Million from the Prior Year Quarter |
|
|
• |
Net Income Improved $95 Million to $6 Million from the Prior Year Quarter |
|
|
• |
Adjusted EBITDA of $13.8 Million, 11th Consecutive Quarter of Positive Adjusted EBITDA |
|
|
• |
Achieved $70 Million in Cost Synergies To Date; On-Track to Exceed Original Plan of $80 Million Ahead of Schedule and to Generate Additional $20 Million of Synergies in Fiscal 2023 |
|
|
• |
Leading Medical Cannabis Company in Europe with ~20% Market Share in Germany |
NEW YORK – January 10, 2022 -- Tilray, Inc. (“Tilray” or the “Company”) (Nasdaq: TLRY; TSX: TLRY), a leading global cannabis-lifestyle and consumer packaged goods company inspiring and empowering the worldwide community to live their very best life, today reported financial results for the second fiscal quarter ended November 30, 2021. All financial information in this press release is reported in U.S. dollars, unless otherwise indicated.
The Company also announced a new parent name, Tilray Brands, Inc., reflecting the Company’s evolution from a Canadian LP to a global consumer packaged goods company powerhouse with a market leading portfolio of cannabis and lifestyle CPG brands.
Irwin D. Simon, Tilray’s Chairman and Chief Executive Officer, stated, “Our second quarter performance reflects notable success building high-quality and highly sought-after cannabis and lifestyle CPG brands which, coupled with our scale, operational excellence and broad global distribution, enabled us to increase sales and maintain profitability despite sector-specific and macro-economic headwinds.”
Mr. Simon continued, “Looking at performance highlights across key markets, we maintained our #1 cannabis market share position in Canada – despite market saturation and related competitive challenges -- on the strength of our brands and adept pricing and marketing adjustments. Importantly, we believe these adjustments will enable us to aggressively recapture share when the market right-sizes. In Germany – Europe’s largest and most profitable medical cannabis market – our nearly 20% share leads the market. We believe this, coupled with our infrastructure, will also allow us to capture the adult-use
1
|
|
|
|
PRESS RELEASE |
January 10, 2022 |
market as legalization accelerates under the new coalition Government. Turning to the U.S., SweetWater Brewing and Manitoba Harvest continued to invest in product innovation and acquisitions to enhance awareness and distribution. These profitable businesses further provide an opportunity to launch THC-based products upon federal legalization in the U.S. Subsequent to the end of the fiscal quarter, we also expanded our spirits portfolio through the acquisition of Breckenridge Distillery, deepening our presence in the fast-growing spirits sector while also providing an immediate contribution to earnings.”
Mr. Simon concluded, “The totality of our performance, our prospects and our global platform make Tilray Brands' opportunity as compelling as ever, driven by our success as a cannabis and lifestyle CPG powerhouse and our relentless focus on delivering shareholder value.”
Financial Highlights – Second Quarter Fiscal 2022
|
|
• |
Net income increased to $6 million from a net loss of $89 million in the previous year quarter. |
|
|
• |
Net revenue increased ~20% to $155 million during the second quarter from $129 million in the prior year quarter. The increase was driven by 7% growth in cannabis revenue to $58.8 million, net beverage alcohol revenue of $13.7 million from SweetWater, and wellness segment revenue of $13.8 million from Manitoba Harvest. |
|
|
• |
Adjusted EBITDA of $13.8 million in the second quarter 2022, 8% growth compared to the preceding prior quarter, and the eleventh consecutive quarter of positive Adjusted EBITDA |
|
|
• |
Gross profit of $32.8 million, a 7% decrease from $35.3 million in the prior year quarter. |
|
|
• |
Adjusted gross margin in the cannabis segment remained strong at 43%. |
|
|
• |
Maintained #1 cannabis market share in Canada1 with leading portfolio of comprehensive medical cannabis and adult-use brands, including top position in cannabis flower and pre-rolls. |
|
|
• |
International medical cannabis market leader and #1 in Germany2 with ~20% market share. |
|
|
• |
Cost synergies from Aphria-Tilray combination of $70 million achieved on a run-rate basis to date, with actual cash-savings close to $36 million to date. Expect to reach $80 million synergy target, ahead of schedule, by May 31, 2022 and to generate an additional $20 million in synergies in fiscal 2023. |
Strategic Growth Actions
|
|
• |
On December 21, 2021 – SweetWater acquired award-winning craft-beer brands, Alpine Beer and Green Flash Brewing. |
|
|
• |
On December 8, 2021, Tilray acquired Breckenridge Distillery, strengthening its strategic position in the U.S. |
|
|
• |
On November 4, 2021, SweetWater entered the Spirits category with new ready-to-drink cocktail and cross-brand collaboration with Canadian cannabis brand, RIFF. |
|
|
1 |
Based on Hifyre retail data. |
|
2 |
Insight Health NPI: Panel data of 5,500 pharmacies (29% coverage) |
2
|
|
|
|
PRESS RELEASE |
January 10, 2022 |
|
|
• |
On October 26, 2021, Tilray announced European expansion with medical cannabis agreement in Luxembourg. |
|
|
• |
On October 20, 2021, Tilray announced an expanded distribution agreement with Great North Distributors for adult-use cannabis sales across Canada. |
Growth and High Potential Across Key Markets
|
|
• |
#1 Market Leading Position in Germany and Poised to Benefit from Recreational Legalization –Tilray is also the only company currently supplying the German government with medical cannabis grown in-country. The Company’s state-of-the-art EU GMP certified cultivation facility in Germany has additional capacity to immediately support entry into the recreational market upon legalization, which the new German coalition government is accelerating. |
|
|
• |
Ongoing Progress Across the EU - Tilray’s success across the EU, a powerful growth market worth potentially $1 billion for the Company, is backed by its two state-of-the-art cultivation facilities in Portugal and Germany that provide EU GMP certified pharmaceutical-grade medical cannabis across the region. Tilray is also the only Company with two EU GMP certified cannabis facilities in Europe. This unparalleled production capability coupled with Tilray’s sales arrangements through major distribution channels in Germany, the UK, and other key markets, and strong relationships with local governments and the trust of patients give Tilray the ability to drive accelerated growth. Tilray is also the only Company with two EU GMP certified cannabis facilities in Europe. |
|
|
• |
#1 Leading Cannabis Market Share in Canada – Amid an intensely competitive and over-saturated market, Tilray remains the market leader in the CAD$4.26 billion Canadian cannabis market, driven by a portfolio of carefully curated brands across all consumer segments; medical, wellness, innovative cannabis 2.0 products across concentrates, edibles, and drinks; processing capacity; and distribution.In order to address the saturated marketplace, Tilray has implemented strategic price adjustments, expanded distribution through its coast-to-coast agreement with Rose Life Sciences and Great North Distributors, and doubled-down on and accelerated product innovation. |
|
|
• |
A Leading U.S. CPG Platform that Generates Considerable Cash Flow Now and Will Be Immediately Leveraged for Cannabis Products Upon Federal Legalization - In the U.S., Tilray’s operating businesses include SweetWater, the 11th largest craft brewer in the nation3 |
|
|
3 |
The Brewers Association Top 50 Brewing Companies by Sales Volume Report for 2020. |
3
|
|
|
|
PRESS RELEASE |
January 10, 2022 |
|
|
and leading lifestyle brand, and Manitoba Harvest, a pioneer in hemp, CBD and wellness products. Together, they generate approximately $100 million in revenue and are EBITDA and cash flow positive and will expand in the near term into CBD adjacencies and THC-based products upon legalization. Further, the Company continues to build its U.S. platform, including through its prior acquisition of a majority of the outstanding senior secured convertible notes of MedMen Enterprises Inc. (CSE: MMEN) (OTCQX: MMNFF) – which marked a critical step towards delivering on its objective of leading the U.S. cannabis market upon federal legalization. |
Conference Call
Tilray executives will host a conference call and live audio webcast to discuss these results at 8:30 am Eastern Time, details of which are provided below.
Call-in Number: (877) 407-0792 from Canada and the U.S. or (201) 689-8263 from international locations. Please dial in at least 10 minutes prior to the start time.
A telephone replay will be available approximately two hours after the call concludes through January 26, 2022. To access the recording dial (844)-512-2921 and use the passcode 13725661.
There will be a simultaneous, live webcast available on the Investors section of Tilray’s website at www.tilray.com. The webcast will also be archived.
ICR Conference Participation Today
Tilray executives will also host a virtual fireside chat at the ICR Conference at 1:30 pm Eastern Time today. There will be a simultaneous, live webcast available on the Investors section of Tilray’s website at www.tilray.com. The webcast will also be archived.
About Tilray
Tilray, Inc. (Nasdaq: TLRY; TSX: TLRY), is a leading global cannabis-lifestyle and consumer packaged goods company with operations in Canada, the United States, Europe, Australia, and Latin America that is changing people's lives for the better – one person at a time – by inspiring and empowering 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 wellbeing 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 how we open a world of wellbeing, visit www.Tilray.com.
Forward-Looking Statements
Certain statements in this communication that are not historical facts 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,”
4
|
|
|
|
PRESS RELEASE |
January 10, 2022 |
“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; expectations regarding profitable revenue growth and expected cost savings; and the Company’s ability to commercialize new and innovative beverage 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 Tilray and the Annual Report on Form 10-K (and other periodic reports filed with the SEC) of Tilray 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 EBITDA and adjusted free cash flow. 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.
Adjusted EBITDA is calculated as net income (loss) before finance expense, net; non-operating expense (income), net; amortization; stock-based compensation; facility start-up and closure costs; inventory valuation adjustment; lease expense; and transaction 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. Gross margin, excluding inventory valuation adjustments, is calculated as revenue less cost of sales adjusted to add back inventory valuation adjustments and amortization of inventory step-up, divided by revenue. A reconciliation of Gross margin, excluding inventory valuation adjustments, 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 deducted from each other which are net cash flow provided by (used in) operating activities less investments in capital and intangible assets. Adjusted free cash flow removes the cash impact of acquisitions from free cash flow. A reconciliation of net cash flow provided by (used in) operating activities to free cash flow and to adjusted cash flows, the most directly comparable GAAP measure, has been provided in the financial statement tables included below in this press release.
For further information:
Media: Berrin Noorata, news@tilray.com
Investors: Raphael Gross, +1-203-682-8253, Raphael.Gross@icrinc.com
|
|
|
|
5
|
|
|
|
PRESS RELEASE |
January 10, 2022 |
Consolidated Statements of Financial Position
|
(In thousands of United States dollars) |
|
November 30, 2021 |
|
|
May 31, 2021 |
|
||
|
Assets |
|
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
331,783 |
|
|
$ |
488,466 |
|
|
Accounts receivable, net |
|
|
84,575 |
|
|
|
87,309 |
|
|
Inventory |
|
|
233,020 |
|
|
|
256,429 |
|
|
Prepaids and other current assets |
|
|
57,340 |
|
|
|
48,920 |
|
|
Convertible notes receivable |
|
|
1,560 |
|
|
|
2,485 |
|
|
Total current assets |
|
|
708,278 |
|
|
|
883,609 |
|
|
Capital assets |
|
|
604,249 |
|
|
|
650,698 |
|
|
Right-of-use assets |
|
|
13,933 |
|
|
|
18,267 |
|
|
Intangible assets |
|
|
1,450,015 |
|
|
|
1,605,918 |
|
|
Goodwill |
|
|
2,814,163 |
|
|
|
2,832,794 |
|
|
Interest in equity investees |
|
|
4,440 |
|
|
|
8,106 |
|
|
Long-term investments |
|
|
168,244 |
|
|
|
17,685 |
|
|
Other assets |
|
|
164 |
|
|
|
8,285 |
|
|
Total assets |
|
$ |
5,763,486 |
|
|
$ |
6,025,362 |
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
|
|
Bank indebtedness |
|
$ |
8,736 |
|
|
$ |
8,717 |
|
|
Accounts payable and accrued liabilities |
|
|
168,300 |
|
|
|
212,813 |
|
|
Contingent consideration |
|
|
62,339 |
|
|
|
60,657 |
|
|
Warrant liability |
|
|
40,455 |
|
|
|
78,168 |
|
|
Current portion of lease liabilities |
|
|
3,588 |
|
|
|
4,264 |
|
|
Current portion of long-term debt |
|
|
31,510 |
|
|
|
36,622 |
|
|
Total current liabilities |
|
|
314,928 |
|
|
|
401,241 |
|
|
Long - term liabilities |
|
|
|
|
|
|
|
|
|
Lease liabilities |
|
|
49,265 |
|
|
|
53,946 |
|
|
Long-term debt |
|
|
151,819 |
|
|
|
167,486 |
|
|
Convertible debentures |
|
|
554,854 |
|
|
|
667,624 |
|
|
Deferred tax liability |
|
|
219,311 |
|
|
|
265,845 |
|
|
Other liabilities |
|
|
320 |
|
|
|
3,907 |
|
|
Total liabilities |
|
|
1,290,497 |
|
|
|
1,560,049 |
|
|
Shareholders' equity |
|
|
|
|
|
|
|
|
|
Common stock ($0.0001 par value; 990,000,000 shares authorized; 463,802,393 and 265,423,304 shares issued and outstanding, respectively) |
|
|
46 |
|
|
|
46 |
|
|
Additional paid-in capital |
|
|
4,954,547 |
|
|
|
4,792,406 |
|
|
Accumulated other comprehensive income |
|
|
9,595 |
|
|
|
152,668 |
|
|
Accumulated Deficit |
|
|
(527,900 |
) |
|
|
(486,050 |
) |
|
Total Tilray shareholders' equity |
|
|
4,436,288 |
|
|
|
4,459,070 |
|
|
Non-controlling interests |
|
|
36,701 |
|
|
|
6,243 |
|
|
Total shareholders' equity |
|
|
4,472,989 |
|
|
|
4,465,313 |
|
|
Total liabilities and shareholders' equity |
|
$ |
5,763,486 |
|
|
$ |
6,025,362 |
|
6
|
|
|
|
PRESS RELEASE |
January 10, 2022 |
Condensed Consolidated Statements of Net Income (Loss) and Comprehensive (Loss)
|
|
|
Three months ended November 30, |
|
|
Six months ended November 30, |
|
|
Three months ended November 30, |
|
|
Six months ended November 30, |
|
||||||||||||||||||||
|
(In thousands of United States dollars) |
|
2021 |
|
|
2020 |
|
|
2021 |
|
|
2020 |
|
|
Change |
|
|
%Change |
|
|
Change |
|
|
%Change |
|
||||||||
|
Net revenue |
|
$ |
155,153 |
|
|
$ |
129,459 |
|
|
$ |
323,176 |
|
|
$ |
246,949 |
|
|
$ |
25,694 |
|
|
20% |
|
|
$ |
76,227 |
|
|
31% |
|
||
|
Cost of goods sold |
|
|
122,387 |
|
|
|
94,176 |
|
|
|
239,455 |
|
|
|
176,721 |
|
|
|
28,211 |
|
|
30% |
|
|
|
62,734 |
|
|
35% |
|
||
|
Gross profit |
|
|
32,766 |
|
|
|
35,283 |
|
|
|
83,721 |
|
|
|
70,228 |
|
|
|
(2,517 |
) |
|
(7%) |
|
|
|
13,493 |
|
|
19% |
|
||
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0 |
|
|
|
|
|
|
0 |
|
|
|
|
|
||
|
General and administrative |
|
|
33,469 |
|
|
|
28,273 |
|
|
|
82,956 |
|
|
|
54,245 |
|
|
|
5,196 |
|
|
18% |
|
|
|
28,711 |
|
|
53% |
|
||
|
Selling |
|
|
9,210 |
|
|
|
6,079 |
|
|
|
16,642 |
|
|
|
11,896 |
|
|
|
3,131 |
|
|
52% |
|
|
|
4,746 |
|
|
40% |
|
||
|
Amortization |
|
|
29,016 |
|
|
|
4,208 |
|
|
|
59,755 |
|
|
|
8,335 |
|
|
|
24,808 |
|
|
590% |
|
|
|
51,420 |
|
|
617% |
|
||
|
Marketing and promotion |
|
|
7,120 |
|
|
|
4,252 |
|
|
|
12,585 |
|
|
|
9,177 |
|
|
|
2,868 |
|
|
67% |
|
|
|
3,408 |
|
|
37% |
|
||
|
Research and development |
|
|
515 |
|
|
|
225 |
|
|
|
1,300 |
|
|
|
345 |
|
|
|
290 |
|
|
129% |
|
|
|
955 |
|
|
277% |
|
||
|
Transaction costs |
|
|
8,120 |
|
|
|
18,206 |
|
|
|
33,699 |
|
|
|
20,664 |
|
|
|
(10,086 |
) |
|
(55%) |
|
|
|
13,035 |
|
|
100% |
|
||
|
Total operating expenses |
|
|
87,450 |
|
|
|
61,243 |
|
|
|
206,937 |
|
|
|
104,662 |
|
|
|
26,207 |
|
|
43% |
|
|
|
102,275 |
|
|
98% |
|
||
|
Operating loss |
|
|
(54,684 |
) |
|
|
(25,960 |
) |
|
|
(123,216 |
) |
|
|
(34,434 |
) |
|
|
(28,724 |
) |
|
111% |
|
|
|
(88,782 |
) |
|
258% |
|
||
|
Interest expense, net |
|
|
(9,940 |
) |
|
|
(4,832 |
) |
|
|
(20,110 |
) |
|
|
(10,568 |
) |
|
|
(5,108 |
) |
|
106% |
|
|
|
(9,542 |
) |
|
90% |
|
||
|
Non-operating income (expense), net |
|
|
64,750 |
|
|
|
(72,649 |
) |
|
|
113,610 |
|
|
|
(86,008 |
) |
|
|
137,399 |
|
|
(189%) |
|
|
|
199,618 |
|
|
(232%) |
|
||
|
Income (loss) before income taxes |
|
|
126 |
|
|
|
(103,441 |
) |
|
|
(29,716 |
) |
|
|
(131,010 |
) |
|
|
103,567 |
|
|
(100%) |
|
|
|
101,294 |
|
|
(77%) |
|
||
|
Income taxes (recovery) |
|
|
(5,671 |
) |
|
|
(14,192 |
) |
|
|
(909 |
) |
|
|
(20,017 |
) |
|
|
8,521 |
|
|
(60%) |
|
|
|
19,108 |
|
|
(95%) |
|
||
|
Net income (loss) |
|
$ |
5,797 |
|
|
$ |
(89,249 |
) |
|
$ |
(28,807 |
) |
|
$ |
(110,993 |
) |
|
$ |
95,046 |
|
|
(106%) |
|
|
$ |
82,186 |
|
|
(74%) |
|
||
|
Total net income (loss) attributable to Shareholders of Tilray Inc. |
|
$ |
(201 |
) |
|
$ |
(99,900 |
) |
|
$ |
(41,850 |
) |
|
$ |
(134,243 |
) |
|
$ |
99,699 |
|
|
(100%) |
|
|
$ |
92,393 |
|
|
(69%) |
|
||
|
Weighted average number of common shares - basic |
|
|
460,254,275 |
|
|
|
243,477,655 |
|
|
|
454,797,598 |
|
|
|
242,207,388 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares - diluted |
|
|
460,254,275 |
|
|
|
243,477,655 |
|
|
|
454,797,598 |
|
|
|
242,207,388 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per share - basic |
|
$ |
(0.00 |
) |
|
$ |
(0.41 |
) |
|
$ |
(0.09 |
) |
|
$ |
(0.55 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per share - diluted |
|
$ |
(0.00 |
) |
|
$ |
(0.41 |
) |
|
$ |
(0.09 |
) |
|
$ |
(0.55 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7
|
|
|
|
PRESS RELEASE |
January 10, 2022 |
Net Revenue by Operating Segment
|
(In thousands of United States dollars) |
|
Three months ended November 30, 2021 |
|
|
% of Total revenue |
|
|
Three months ended November 30, 2020 |
|
|
% of Total revenue |
|
|
Six months ended November 30, 2021 |
|
|
% of Total revenue |
|
|
Six months ended November 30, 2020 |
|
|
% of Total revenue |
|
||||||||
|
Cannabis revenue |
|
$ |
58,775 |
|
|
38% |
|
|
$ |
54,766 |
|
|
42% |
|
|
$ |
129,224 |
|
|
40% |
|
|
$ |
105,968 |
|
|
43% |
|
||||
|
Distribution revenue |
|
|
68,869 |
|
|
44% |
|
|
|
73,983 |
|
|
57% |
|
|
|
136,055 |
|
|
42% |
|
|
|
140,271 |
|
|
57% |
|
||||
|
Beverage alcohol revenue |
|
|
13,707 |
|
|
9% |
|
|
|
710 |
|
|
1% |
|
|
|
29,168 |
|
|
9% |
|
|
|
710 |
|
|
0% |
|
||||
|
Wellness revenue |
|
|
13,802 |
|
|
9% |
|
|
|
— |
|
|
0% |
|
|
|
28,729 |
|
|
9% |
|
|
|
— |
|
|
0% |
|
||||
|
Net revenue |
|
$ |
155,153 |
|
|
100% |
|
|
$ |
129,459 |
|
|
100% |
|
|
$ |
323,176 |
|
|
100% |
|
|
$ |
246,949 |
|
|
100% |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Cannabis Revenue by Market Channel
|
|
|
Three months ended November 30, |
|
|
Six months ended November 30, |
|
||||||||||||||||||||||||||
|
(In thousands of United States dollars) |
|
2021 |
|
|
2020 |
|
|
2021 |
|
|
2020 |
|
||||||||||||||||||||
|
Revenue from Canadian medical cannabis products |
|
$ |
7,929 |
|
|
11% |
|
|
$ |
6,260 |
|
|
9% |
|
|
$ |
16,303 |
|
|
10% |
|
|
$ |
12,640 |
|
|
9% |
|
||||
|
Revenue from Canadian adult-use cannabis products |
|
|
49,535 |
|
|
67% |
|
|
|
58,175 |
|
|
83% |
|
|
|
119,128 |
|
|
73% |
|
|
|
115,123 |
|
|
84% |
|
||||
|
Revenue from wholesale cannabis products |
|
|
2,259 |
|
|
3% |
|
|
|
1,440 |
|
|
2% |
|
|
|
3,959 |
|
|
2% |
|
|
|
5,232 |
|
|
4% |
|
||||
|
Revenue from international cannabis products |
|
|
13,706 |
|
|
19% |
|
|
|
4,280 |
|
|
6% |
|
|
|
23,972 |
|
|
15% |
|
|
|
4,280 |
|
|
3% |
|
||||
|
Total cannabis revenue |
|
|
73,429 |
|
|
|
|
|
|
|
70,155 |
|
|
|
|
|
|
|
163,362 |
|
|
|
|
|
|
|
137,275 |
|
|
|
|
|
|
Excise taxes |
|
|
(14,654 |
) |
|
(20%) |
|
|
|
(15,389 |
) |
|
(22%) |
|
|
|
(34,138 |
) |
|
(21%) |
|
|
|
(31,307 |
) |
|
(23%) |
|
||||
|
Total cannabis net revenue |
|
$ |
58,775 |
|
|
|
|
|
|
$ |
54,766 |
|
|
|
|
|
|
$ |
129,224 |
|
|
|
|
|
|
$ |
105,968 |
|
|
|
|
|
8
|
|
|
|
PRESS RELEASE |
January 10, 2022 |
Other Financial Information: Gross Margin and Adjusted Gross Margin
|
(In thousands of United States dollars) |
|
Three months ended November 30, 2021 |
|
|||||||||||||||||
|
|
|
Cannabis |
|
|
Beverage |
|
|
Distribution |
|
|
Wellness |
|
|
Total |
|
|||||
|
Gross revenue |
|
$ |
73,429 |
|
|
$ |
14,544 |
|
|
$ |
68,869 |
|
|
$ |
13,802 |
|
|
$ |
170,644 |
|
|
Excise taxes |
|
|
(14,654 |
) |
|
|
(837 |
) |
|
|
— |
|
|
|
— |
|
|
|
(15,491 |
) |
|
Net revenue |
|
|
58,775 |
|
|
|
13,707 |
|
|
|
68,869 |
|
|
|
13,802 |
|
|
|
155,153 |
|
|
Cost of goods sold |
|
|
45,259 |
|
|
|
5,921 |
|
|
|
61,237 |
|
|
|
9,970 |
|
|
|
122,387 |
|
|
Gross profit |
|
$ |
13,516 |
|
|
$ |
7,786 |
|
|
$ |
7,632 |
|
|
$ |
3,832 |
|
|
$ |
32,766 |
|
|
Gross margin |
|
|
23 |
% |
|
|
57 |
% |
|
|
11 |
% |
|
|
28 |
% |
|
|
21 |
% |
|
Adjusted gross profit |
|
$ |
25,516 |
|
|
$ |
7,786 |
|
|
$ |
7,632 |
|
|
$ |
3,832 |
|
|
$ |
44,766 |
|
|
Adjusted gross margin |
|
|
43 |
% |
|
|
57 |
% |
|
|
11 |
% |
|
|
28 |
% |
|
|
29 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended November 30, 2020 |
|
|||||||||||||||||
|
|
|
Cannabis |
|
|
Beverage |
|
|
Distribution |
|
|
Wellness |
|
|
Total |
|
|||||
|
Gross revenue |
|
$ |
70,155 |
|
|
$ |
754 |
|
|
$ |
73,983 |
|
|
$ |
— |
|
|
$ |
144,892 |
|
|
Excise taxes |
|
|
(15,389 |
) |
|
|
(44 |
) |
|
|
— |
|
|
|
— |
|
|
|
(15,433 |
) |
|
Net revenue |
|
|
54,766 |
|
|
|
710 |
|
|
|
73,983 |
|
|
|
— |
|
|
|
129,459 |
|
|
Cost of goods sold |
|
|
29,632 |
|
|
|
281 |
|
|
|
64,263 |
|
|
|
— |
|
|
|
94,176 |
|
|
Gross profit |
|
$ |
25,134 |
|
|
$ |
429 |
|
|
$ |
9,720 |
|
|
$ |
— |
|
|
$ |
35,283 |
|
|
Gross margin |
|
|
46 |
% |
|
|
60 |
% |
|
|
13 |
% |
|
|
|
|
|
|
27 |
% |
|
Adjusted gross profit |
|
$ |
25,134 |
|
|
$ |
429 |
|
|
$ |
9,720 |
|
|
$ |
— |
|
|
$ |
35,283 |
|
|
Adjusted gross margin |
|
|
46 |
% |
|
|
60 |
% |
|
|
13 |
% |
|
|
|
|
|
|
27 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended November 30, 2021 |
|
|||||||||||||||||
|
|
|
Cannabis |
|
|
Beverage |
|
|
Distribution |
|
|
Wellness |
|
|
Total |
|
|||||
|
Gross revenue |
|
$ |
163,362 |
|
|
$ |
31,027 |
|
|
$ |
136,055 |
|
|
$ |
28,729 |
|
|
$ |
359,173 |
|
|
Excise taxes |
|
|
(34,138 |
) |
|
|
(1,859 |
) |
|
|
— |
|
|
|
— |
|
|
|
(35,997 |
) |
|
Net revenue |
|
|
129,224 |
|
|
|
29,168 |
|
|
|
136,055 |
|
|
|
28,729 |
|
|
|
323,176 |
|
|
Cost of goods sold |
|
|
85,450 |
|
|
|
12,583 |
|
|
|
120,527 |
|
|
|
20,895 |
|
|
|
239,455 |
|
|
Gross profit |
|
$ |
43,774 |
|
|
$ |
16,585 |
|
|
$ |
15,528 |
|
|
$ |
7,834 |
|
|
$ |
83,721 |
|
|
Gross margin |
|
|
34 |
% |
|
|
57 |
% |
|
|
11 |
% |
|
|
27 |
% |
|
|
26 |
% |
|
Adjusted gross profit |
|
$ |
55,774 |
|
|
$ |
16,585 |
|
|
$ |
15,528 |
|
|
$ |
7,834 |
|
|
$ |
95,721 |
|
|
Adjusted gross margin |
|
|
43 |
% |
|
|
57 |
% |
|
|
11 |
% |
|
|
27 |
% |
|
|
30 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended November 30, 2020 |
|
|||||||||||||||||
|
|
|
Cannabis |
|
|
Beverage |
|
|
Distribution |
|
|
Wellness |
|
|
Total |
|
|||||
|
Gross revenue |
|
$ |
137,275 |
|
|
$ |
754 |
|
|
$ |
140,271 |
|
|
$ |
— |
|
|
$ |
278,300 |
|
|
Excise taxes |
|
|
(31,307 |
) |
|
|
(44 |
) |
|
|
— |
|
|
|
— |
|
|
|
(31,351 |
) |
|
Net revenue |
|
|
105,968 |
|
|
|
710 |
|
|
|
140,271 |
|
|
|
— |
|
|
|
246,949 |
|
|
Cost of goods sold |
|
|
55,407 |
|
|
|
281 |
|
|
|
121,033 |
|
|
|
— |
|
|
|
176,721 |
|
|
Gross profit |
|
$ |
50,561 |
|
|
$ |
429 |
|
|
$ |
19,238 |
|
|
$ |
— |
|
|
$ |
70,228 |
|
|
Gross margin |
|
|
48 |
% |
|
|
60 |
% |
|
|
14 |
% |
|
|
|
|
|
|
28 |
% |
|
Adjusted gross profit |
|
$ |
50,561 |
|
|
$ |
429 |
|
|
$ |
19,238 |
|
|
$ |
— |
|
|
$ |
70,228 |
|
|
Adjusted gross margin |
|
|
48 |
% |
|
|
60 |
% |
|
|
14 |
% |
|
|
|
|
|
|
28 |
% |
9
|
|
|
|
PRESS RELEASE |
January 10, 2022 |
Other Financial Information: Adjusted Earnings before Interest, Taxes, and Amortization
|
(In thousands of United States dollars) |
|
For the three months ended November 30, |
|
|
For the six months ended November 30, |
|
||||||||||
|
Adjusted EBITDA reconciliation: |
|
2021 |
|
|
2020 |
|
|
2021 |
|
|
2020 |
|
||||
|
Net income (loss) |
|
|
5,797 |
|
|
|
(89,249 |
) |
|
|
(28,807 |
) |
|
|
(110,993 |
) |
|
Income taxes |
|
|
(5,671 |
) |
|
|
(14,192 |
) |
|
|
(909 |
) |
|
|
(20,017 |
) |
|
Interest expense, net |
|
|
9,940 |
|
|
|
4,832 |
|
|
|
20,110 |
|
|
|
10,568 |
|
|
Non-operating expense (income), net |
|
|
(64,750 |
) |
|
|
72,649 |
|
|
|
(113,610 |
) |
|
|
86,008 |
|
|
Amortization |
|
|
37,471 |
|
|
|
12,031 |
|
|
|
76,804 |
|
|
|
23,010 |
|
|
Stock-based compensation |
|
|
8,253 |
|
|
|
5,489 |
|
|
|
17,670 |
|
|
|
8,339 |
|
|
Facility start-up and closure costs |
|
|
1,700 |
|
|
|
— |
|
|
|
7,900 |
|
|
|
— |
|
|
Lease expense |
|
|
900 |
|
|
|
373 |
|
|
|
1,600 |
|
|
|
630 |
|
|
Inventory write down |
|
|
12,000 |
|
|
|
— |
|
|
|
12,000 |
|
|
|
— |
|
|
Transaction costs |
|
|
8,120 |
|
|
|
18,206 |
|
|
|
33,699 |
|
|
|
20,664 |
|
|
Adjusted EBITDA |
|
$ |
13,760 |
|
|
$ |
10,139 |
|
|
$ |
26,457 |
|
|
$ |
18,209 |
|
Other Financial Information: Free Cash Flow and Adjusted Free Cash Flow
|
|
|
Three months ended November 30, |
|
|
Six months ended November 30, |
|
||||||||||
|
(In thousands of United States dollars) |
|
2021 |
|
|
2020 |
|
|
2021 |
|
|
2020 |
|
||||
|
Net cash provided by (used in) operating activities |
|
$ |
(17,121 |
) |
|
$ |
2,438 |
|
|
$ |
(110,348 |
) |
|
$ |
(53,662 |
) |
|
Less: investments in capital and intangible assets, net |
|
|
(6,972 |
) |
|
|
(9,301 |
) |
|
|
(15,592 |
) |
|
|
(23,256 |
) |
|
Free cash flow |
|
$ |
(24,093 |
) |
|
$ |
(6,863 |
) |
|
$ |
(125,940 |
) |
|
$ |
(76,918 |
) |
|
Cash expended related to acquisitions |
|
|
8,120 |
|
|
|
18,206 |
|
|
|
56,510 |
|
|
|
20,664 |
|
|
Adjusted free cash flow |
|
$ |
(15,973 |
) |
|
$ |
11,343 |
|
|
$ |
(69,430 |
) |
|
$ |
(56,254 |
) |
10