tlry-8k_20220406.htm
false 0001731348 0001731348 2022-04-06 2022-04-06

 

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): April 6, 2022

 

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)

(IRS Employer

Identification No.)

 

 

 

265 Talbot Street West,
Leamington, ON

 

N8H 5L4

(Address of Principal Executive Offices,

 

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (844) 845-7291

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
value 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 April 6, 2022, Tilray Brands, Inc. (“Tilray”) issued a press release announcing financial results for its third quarter ended February 28, 2022. 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 of Tilray Brands, Inc., dated April 6, 2022

 

 

 

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 Brands, Inc.

 

 

 

 

Date:  April 6, 2022

 

By:

/s/ Mitchell Gendel

 

 

 

Global General Counsel

 

 

 

 

 

 

tlry-ex991_6.htm

Exhibit 99.1

PRESS RELEASE

APRIL 6, 2022

 

 

 

Tilray Brands, Inc. Reports Third Quarter Fiscal Year 2022 Financial Results

 

 

 

Profitable Quarter Includes Net Income of $52.5 Million and Adjusted EBITDA of $10.1 Million; 12th Consecutive Quarter of Positive Adjusted EBITDA

 

 

Net Revenue Increased 23% to $152 Million; Gross Profit Increased 31% to $39.8 Million from the Prior Year Quarter

 

 

Medical Market Share Leader in Europe and #1 Leadership Position in Germany with Revenue Growth of Over 4,000%

 

 

Maintained #1 Leading Marketing Share in Canada

 

 

Achieved $76 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

 

 

LEAMINGTON, ON and NEW YORK – April 6, 2022 – Tilray Brands, 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 third fiscal quarter ended February 28, 2022. All financial information in this press release is reported in U.S. dollars, unless otherwise indicated.

 

Irwin D. Simon, Tilray’s Chairman and Chief Executive Officer, stated, “Our third quarter results reflect progress and momentum across all of our key business segments and geographies, setting the stage to achieve our target for $4B in revenue by the end of fiscal 2024. Tilray Medical – which now operates under a cohesive strategy and mission – has a near 20% share in Germany, providing clear benefits in its own right as well as a first-mover advantage that we will leverage as Germany and the EU move towards broader adult-use and medical use legalization. In Canada, we maintained our leading market share position amid intense competition – and believe that our strong capital position, operational excellence and pricing and marketing adjustments will work in concert to help ensure we reclaim share in the coming quarters. This effort will gain further support from the fundamental appeal of our brands and product innovation which, as stores continue re-opening, will resonate powerfully with consumers. In the U.S., our SweetWater Brewing, Breckenridge Distillery, and Manitoba Harvest businesses are profitable, growing and emerging as nationwide, iconic brands with loyal followings that will be home to THC-based products upon U.S. federal legalization.”

1

 


 

 

PRESS RELEASE

April 6, 2022

 

 

Mr. Simon continued, “We also continued sourcing and executing strategic and shareholder-friendly transactions that provide value with notable upside. Our most recent example is the proposed agreement to purchase the HEXO senior secured convertible notes, which provides a path for meaningful future equity ownership of HEXO as it executes on its transformation. The proposed HEXO transaction is also expected to facilitate complementary commercial and product innovation and drive production and operating efficiencies. As the global economy re-opens, we are confident that the global cannabis powerhouse at the heart of the Tilray Brands’ value proposition will deliver sustained and tangible shareholder value.”

 

Financial Highlights – Third Quarter Fiscal 2022

 

 

Net revenue increased 23% to $152 million during the third quarter from $124 million in the prior year quarter. The increase was driven by 32% growth in cannabis revenue to $55 million, 64% growth in beverage alcohol revenue of $20 million and wellness revenue of $15 million.

 

Gross profit increased 31% to $40 million from $30 million in the prior year quarter. Gross margin increased to 26% from 25% in the prior year quarter.

 

Significant growth in international cannabis with revenue up over 4,000% from the prior year quarter, and 37% increase in revenue in EMEA when compared to the previous quarter

 

Maintained #1 leadership position in Canada1 with 10.2% cannabis market share driven by Tilray’s comprehensive portfolio of adult-use brands, and growth in pre-roll and vape product categories.

 

Cost synergies from Aphria-Tilray combination of $76 million achieved on a run-rate basis to date. Expect to reach $80 million synergy target by May 31, 2022, five months ahead of schedule and to generate an additional $20 million in synergies in fiscal 2023.

 

Distribution revenue decreased 11% to $63 million during the third quarter from $70 million in the prior year quarter. The decrease was driven by the impact of changes in the exchange rate between the Euro and USD, which led to a $7 million reduction.

 

Strategic Growth Actions

 

 

On April 6, 2022 – Manitoba Harvest announced an exclusive partnership with Whole Foods Market launching the brand’s Hemp+ Matcha and Supergreens powders exclusively at Whole Foods across North America.

 

On April 5, 2022 – The Brewers Association announced that SweetWater Brewing Co. is now the 10th largest craft brewer in the U.S.

 

On April 5, 2022 – Tilray Brands announced the launch of Solei Bites, the first THC edible available in Quebec, the 2nd largest market in Canada.

 

On March 24, 2022 – Solei, Tilray Brands’ best-selling Canadian wellness brand, announced the launch of Renew Moonlight, CBN vape pen for nighttime use.

 

1 

Based on Hifyre retail data.

2

 


 

 

PRESS RELEASE

April 6, 2022

 

 

 

On March 17, 2022 – Tilray Medical launched the first medical cannabis oil products in Malta.

 

On March 8, 2022 – Good Supply, Tilray Brands’ best-selling Canadian cannabis brand, announced the launch of Hash Bats, its new fastest growing infused pre-rolls.

 

On March 3, 2022 – Tilray Brands announced a proposed strategic alliance with Hexo Corp. to bring together Canada’s top two cannabis market share leaders to strengthen operational efficiencies and product innovation to benefit consumers, shareholders, and the cannabis industry.

 

On March 2, 2022 – Manitoba Harvest announced its new lineup of superfood products.

 

On February 22, 2022 – SweetWater Brewing Company launched across Oregon and Washington, marking the brand’s expansion into their 39th and 40th states.

 

On February 17, 2022 – Tilray Medical announced its first shipment of medical cannabis products to Malta.

 

On February 10, 2022 – Breckenridge Distillery launched its second (sold-out) series of ‘Super’ Sexy Motor Oil, a limited-edition Bourbon aged in beer barrels for over a year.

 

On February 9, 2022 – SweetWater Brewing Company announced its West Coast expansion into California and a partnership with the largest beer distributor in the U.S.

 

On February 8, 2022 – Tilray Brands launched Tilray Medical, a new comprehensive global division focused on international medical cannabis advocacy and a portfolio of EU GMP-certified medical brands and products.

 

On January 25, 2022 – Tilray Brands announced an expanded medical cannabis product offering in Australia and the launch of a new online medical cannabis education platform for healthcare professionals in Australia and New Zealand.

 

On January 20, 2022 – Manitoba Harvest introduced new hemp recipes compatible with Vegan, Keto, Paleo, and Gluten-Free Diets.

 

On January 10, 2022 – Tilray 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 lifestyle and CPG brands.

 

On December 21, 2021 – SweetWater Brewing Company 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 December 2, 2021, Manitoba Harvest introduced Hemp Hearts health hacks for the holidays.

 

Growth and High Potential Across Key Markets

 

#1 Market Leading Position in Germany and Poised to Accelerate Strategic Growth Initiatives Upon Adult-Use Legalization –Today, Germany remains the largest medical cannabis market in Europe and is expected to also be one of the largest adult use markets as well upon legalization. We are already the leader in medical cannabis within Germany with a market share of approximately 20% with our whole flower, extracts and Dronabinol products and, this, together with our investments in infrastructure, brands and people, positions us exceptionally well for adult-use cannabis legalization.

 

3

 


 

 

PRESS RELEASE

April 6, 2022

 

 

Strategic Expansion Across the EU – Tilray Brands’ 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. This unparalleled production capability coupled with Tilray Brands’ sales arrangements through major distribution channels in Germany, the UK, and other key markets, coupled with the strong relationships with local governments and the trust of our patients, gives Tilray Brands the ability to drive accelerated growth.

 

#1 Leading Cannabis Market Share in Canada – Amid an intensely competitive and over-saturated market, Tilray Brands 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 Brands has implemented strategic price adjustments, expanded distribution through its coast-to-coast agreement with Rose Life Sciences and Great North Distributors, and increased our focus on and accelerated product innovation. Proposed alliance with Hexo Corp. (NASDAQ: HEXO) (TSX: HEXO.TO) would bring together Canada’s top two cannabis market share leaders to strengthen operational efficiencies and product innovation to benefit consumers, shareholders, and the cannabis industry.

 

A Leading U.S. CPG Platform with Operational Strength, Leadership Expertise, and Optionality to be Immediately Leveraged for Cannabis Products Upon Federal Legalization - In the U.S., Tilray Brands’ operating businesses include SweetWater Brewing Company, the 11th largest craft brewer in the nation and leading lifestyle brand, Breckenridge Distillery, 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.

 

Live Conference Call and Audio Webcast

 

Tilray Brands will host a live conference call and audio webcast to discuss these results today 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 April 22, 2022. To access the recording dial (844)-512-2921 from Canada and the U.S. or (412) 317-6671 from international locations and use the passcode 13728025.

 

4

 


 

 

PRESS RELEASE

April 6, 2022

 

 

There will be a simultaneous, live webcast available on the Investors section of Tilray Brands’ website at www.tilray.com. The webcast will also be archived. Additionally, Tilray's third quarter earnings call will be syndicated live to retail investors on the Public.com app.

 

About Tilray Brands

 

Tilray Brands, Inc. (Nasdaq | 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. Tilray Brands delivers on this mission by inspiring and empowering the worldwide community to live their very best life and providing access to products that meet the needs of their mind, body, and soul while invoking wellbeing. Patients and consumers trust Tilray Brands to deliver a cultivated experience and health and wellbeing through high-quality, differentiated brands and innovative products. A pioneer in cannabis research, cultivation, and distribution, Tilray Brands’ unprecedented production platform supports over 20 brands in over 20 countries, including comprehensive cannabis offerings, hemp-based foods, and craft beverages.

 

For more information on how we open a world of wellbeing, visit 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,” “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 market share and revenue growth in particular markets, including in Canada, the U.S. and the EU; our ability to achieve $4B in revenue by the end of fiscal 2024 and projected cost savings; and the likelihood and timing of any cannabis legislation in the U.S., Germany and other jurisdictions.  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.

5

 


 

 

PRESS RELEASE

April 6, 2022

 

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

 

 

 

 


6

 


 

 

PRESS RELEASE

April 6, 2022

 

 

Consolidated Statements of Financial Position

 

(In thousands of United States dollars)

 

February 28,

2022

 

 

May 31,

2021

 

Assets

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

279,214

 

 

$

488,466

 

Accounts receivable, net

 

 

89,895

 

 

 

87,309

 

Inventory

 

 

273,292

 

 

 

256,429

 

Prepaids and other current assets

 

 

52,211

 

 

 

48,920

 

Convertible notes receivable

 

 

1,173

 

 

 

2,485

 

Total current assets

 

 

695,785

 

 

 

883,609

 

Capital assets

 

 

603,472

 

 

 

650,698

 

Right-of-use assets

 

 

17,851

 

 

 

18,267

 

Intangible assets

 

 

1,528,962

 

 

 

1,605,918

 

Goodwill

 

 

2,835,100

 

 

 

2,832,794

 

Interest in equity investees

 

 

4,797

 

 

 

8,106

 

Long-term investments

 

 

133,155

 

 

 

17,685

 

Other assets

 

 

314

 

 

 

8,285

 

Total assets

 

$

5,819,436

 

 

$

6,025,362

 

Liabilities

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

Bank indebtedness

 

$

17,496

 

 

$

8,717

 

Accounts payable and accrued liabilities

 

 

137,094

 

 

 

212,813

 

Contingent consideration

 

 

31,592

 

 

 

60,657

 

Warrant liability

 

 

19,366

 

 

 

78,168

 

Current portion of lease liabilities

 

 

6,703

 

 

 

4,264

 

Current portion of long-term debt

 

 

70,176

 

 

 

36,622

 

Total current liabilities

 

 

282,427

 

 

 

401,241

 

Long - term liabilities

 

 

 

 

 

 

 

 

Lease liabilities

 

 

16,211

 

 

 

53,946

 

Long-term debt

 

 

121,210

 

 

 

167,486

 

Convertible debentures

 

 

501,075

 

 

 

667,624

 

Deferred tax liability

 

 

237,208

 

 

 

265,845

 

Other liabilities

 

 

292

 

 

 

3,907

 

Total liabilities

 

 

1,158,423

 

 

 

1,560,049

 

Stockholders' equity

 

 

 

 

 

 

 

 

Common stock ($0.0001 par value; 990,000,000 shares authorized; 480,737,533 and 446,440,641 shares issued and outstanding, respectively)

 

 

48

 

 

 

46

 

Additional paid-in capital

 

 

5,110,892

 

 

 

4,792,406

 

Accumulated other comprehensive income

 

 

1,010

 

 

 

152,668

 

Accumulated Deficit

 

 

(484,710

)

 

 

(486,050

)

Total Tilray Brands, Inc. stockholders' equity

 

 

4,627,240

 

 

 

4,459,070

 

Non-controlling interests

 

 

33,773

 

 

 

6,243

 

Total stockholders' equity

 

 

4,661,013

 

 

 

4,465,313

 

Total liabilities and stockholders' equity

 

$

5,819,436

 

 

$

6,025,362

 

 

 

 


7

 


 

 

PRESS RELEASE

April 6, 2022

 

 

Condensed Consolidated Statements of Net Income (Loss) and Comprehensive (Loss)

 

 

 

 

Three months ended

February 28,

 

 

Nine months ended

February 28,

 

 

Three months ended

February 28,

 

 

Nine months ended

February 28,

 

(In thousands of United States dollars)

 

2022

 

 

2021

 

 

2022

 

 

2021

 

 

Change

 

 

%Change

 

 

Change

 

 

%Change

 

Net revenue

 

$

151,871

 

 

$

123,900

 

 

$

475,047

 

 

$

370,849

 

 

$

27,971

 

 

23%

 

 

$

104,198

 

 

28%

 

Cost of goods sold

 

 

112,042

 

 

 

93,444

 

 

 

351,497

 

 

 

270,165

 

 

 

18,598

 

 

20%

 

 

 

81,332

 

 

30%

 

Gross profit

 

 

39,829

 

 

 

30,456

 

 

 

123,550

 

 

 

100,684

 

 

 

9,373

 

 

31%

 

 

 

22,866

 

 

23%

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative

 

 

38,445

 

 

 

24,491

 

 

 

121,401

 

 

 

78,736

 

 

 

13,954

 

 

57%

 

 

 

42,665

 

 

54%

 

Selling

 

 

8,641

 

 

 

6,155

 

 

 

25,283

 

 

 

18,051

 

 

 

2,486

 

 

40%

 

 

 

7,232

 

 

40%

 

Amortization

 

 

24,590

 

 

 

10,786

 

 

 

84,345

 

 

 

19,121

 

 

 

13,804

 

 

128%

 

 

 

65,224

 

 

341%

 

Marketing and promotion

 

 

7,578

 

 

 

3,259

 

 

 

20,163

 

 

 

12,436

 

 

 

4,319

 

 

133%

 

 

 

7,727

 

 

62%

 

Research and development

 

 

164

 

 

 

127

 

 

 

1,464

 

 

 

472

 

 

 

37

 

 

29%

 

 

 

992

 

 

210%

 

Change in fair value of contingent consideration

 

 

(29,065

)

 

 

 

 

 

(29,065

)

 

 

 

 

 

(29,065

)

 

NA

 

 

 

(29,065

)

 

NA

 

Transaction costs

 

 

9,238

 

 

 

9,688

 

 

 

42,937

 

 

 

30,352

 

 

 

(450

)

 

(5%)

 

 

 

12,585

 

 

100%

 

Total operating expenses

 

 

59,591

 

 

 

54,506

 

 

 

266,528

 

 

 

159,168

 

 

 

5,085

 

 

9%

 

 

 

107,360

 

 

67%

 

Operating loss

 

 

(19,762

)

 

 

(24,050

)

 

 

(142,978

)

 

 

(58,484

)

 

 

4,288

 

 

(18%)

 

 

 

(84,494

)

 

144%

 

Interest expense, net

 

 

(2,312

)

 

 

(7,943

)

 

 

(22,422

)

 

 

(18,511

)

 

 

5,631

 

 

(71%)

 

 

 

(3,911

)

 

21%

 

Non-operating income (expense), net

 

 

72,719

 

 

 

(220,340

)

 

 

186,329

 

 

 

(306,348

)

 

 

293,059

 

 

(133%)

 

 

 

492,677

 

 

(161%)

 

Income (loss) before income taxes

 

 

50,645

 

 

 

(252,333

)

 

 

20,929

 

 

 

(383,343

)

 

 

302,978

 

 

(120%)

 

 

 

404,272

 

 

(105%)

 

Income taxes (recovery)

 

 

(1,830

)

 

 

6,310

 

 

 

(2,739

)

 

 

(13,707

)

 

 

(8,140

)

 

(129%)

 

 

 

10,968

 

 

(80%)

 

Net income (loss)

 

$

52,475

 

 

$

(258,643

)

 

$

23,668

 

 

$

(369,636

)

 

$

311,118

 

 

(120%)

 

 

$

393,304

 

 

(106%)

 

Total net income (loss) attributable to stockholders of Tilray Brands, Inc.:

 

$

43,190

 

 

$

(273,519

)

 

$

1,340

 

 

$

(407,762

)

 

$

316,709

 

 

(116%)

 

 

$

409,102

 

 

(100%)

 

Weighted average number of common shares - basic

 

 

485,668,750

 

 

 

265,401,924

 

 

 

470,303,170

 

 

 

250,701,376

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of common shares - diluted

 

 

488,546,790

 

 

 

265,401,924

 

 

 

478,050,130

 

 

 

250,701,376

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) per share - basic

 

$

0.09

 

 

$

(1.03

)

 

$

0.00

 

 

$

(1.63

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) per share - diluted

 

$

0.09

 

 

$

(1.03

)

 

$

0.00

 

 

$

(1.63

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


8

 


 

 

PRESS RELEASE

April 6, 2022

 

 

 

Net Revenue by Operating Segment

 

(In thousands of United States dollars)

 

Three months

ended

February 28,

2022

 

 

% of

Total

revenue

 

 

Three months

ended

February 28,

2021

 

 

% of

Total

revenue

 

 

Nine months

ended

February 28,

2022

 

 

% of

Total

revenue

 

 

Nine months

ended

February 28,

2021

 

 

% of

Total

revenue

 

Cannabis revenue

 

$

55,045

 

 

36%

 

 

$

41,721

 

 

34%

 

 

$

184,269

 

 

39%

 

 

$

147,689

 

 

40%

 

Distribution revenue

 

 

62,532

 

 

41%

 

 

 

70,237

 

 

57%

 

 

 

198,587

 

 

42%

 

 

 

210,508

 

 

57%

 

Beverage alcohol revenue

 

 

19,597

 

 

13%

 

 

 

11,942

 

 

10%

 

 

 

48,765

 

 

10%

 

 

 

12,652

 

 

3%

 

Wellness revenue

 

 

14,697

 

 

10%

 

 

 

 

 

0%

 

 

 

43,426

 

 

9%

 

 

 

 

 

0%

 

Net revenue

 

$

151,871

 

 

100%

 

 

$

123,900

 

 

100%

 

 

$

475,047

 

 

100%

 

 

$

370,849

 

 

100%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Cannabis Revenue by Market Channel

 

 

 

Three months ended February 28,

 

 

Nine months ended February 28,

 

(In thousands of United States dollars)

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Revenue from Canadian medical cannabis

   products

 

$

7,050

 

 

10%

 

 

$

5,931

 

 

11%

 

 

$

23,353

 

 

10%

 

 

$

18,571

 

 

10%

 

Revenue from Canadian adult-use cannabis

   products

 

 

43,504

 

 

63%

 

 

 

48,097

 

 

86%

 

 

 

162,632

 

 

70%

 

 

 

163,220

 

 

85%

 

Revenue from wholesale cannabis

   products

 

 

2,804

 

 

4%

 

 

 

1,327

 

 

2%

 

 

 

6,763

 

 

3%

 

 

 

6,559

 

 

3%

 

Revenue from international cannabis

   products

 

 

15,820

 

 

23%

 

 

 

347

 

 

1%

 

 

 

39,792

 

 

17%

 

 

 

4,627

 

 

2%

 

Total cannabis revenue

 

 

69,178

 

 

 

 

 

 

 

55,702

 

 

 

 

 

 

 

232,540

 

 

 

 

 

 

 

192,977

 

 

 

 

 

Excise taxes

 

 

(14,133

)

 

(20%)

 

 

 

(13,981

)

 

(25%)

 

 

 

(48,271

)

 

(21%)

 

 

 

(45,288

)

 

(23%)

 

Total cannabis net revenue

 

$

55,045

 

 

 

 

 

 

$

41,721

 

 

 

 

 

 

$

184,269

 

 

 

 

 

 

$

147,689

 

 

 

 

 

 


9

 


 

 

PRESS RELEASE

April 6, 2022

 

 

Other Financial Information: Gross Margin and Adjusted Gross Margin

 

(In thousands of United States dollars)

 

Three months ended February 28, 2022

 

 

 

Cannabis

 

 

Beverage

 

 

Distribution

 

 

Wellness

 

 

Total

 

Gross revenue

 

$

69,178

 

 

$

20,473

 

 

$

62,532

 

 

$

14,697

 

 

$

166,880

 

Excise taxes

 

 

(14,133

)

 

 

(876

)

 

 

 

 

 

 

 

 

(15,009

)

Net revenue

 

 

55,045

 

 

 

19,597

 

 

 

62,532

 

 

 

14,697

 

 

 

151,871

 

Cost of goods sold

 

 

37,042

 

 

 

8,091

 

 

 

57,566

 

 

 

9,343

 

 

 

112,042

 

Gross profit

 

$

18,003

 

 

$

11,506

 

 

$

4,966

 

 

$

5,354

 

 

$

39,829

 

Gross margin

 

 

33

%

 

 

59

%

 

 

8

%

 

 

36

%

 

 

26

%

Adjusted gross profit

 

$

18,003

 

 

$

11,506

 

 

$

4,966

 

 

$

5,354

 

 

$

39,829

 

Adjusted gross margin

 

 

33

%

 

 

59

%

 

 

8

%

 

 

36

%

 

 

26

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended February 28, 2021

 

 

 

Cannabis

 

 

Beverage

 

 

Distribution

 

 

Wellness

 

 

Total

 

Gross revenue

 

$

55,702

 

 

$

12,358

 

 

$

70,237

 

 

$

 

 

$

138,297

 

Excise taxes

 

 

(13,981

)

 

 

(416

)

 

 

 

 

 

 

 

 

(14,397

)

Net revenue

 

 

41,721

 

 

 

11,942

 

 

 

70,237

 

 

 

 

 

 

123,900

 

Cost of goods sold

 

 

25,373

 

 

 

7,056

 

 

 

61,015

 

 

 

 

 

 

93,444

 

Gross profit

 

$

16,348

 

 

$

4,886

 

 

$

9,222

 

 

$

 

 

$

30,456

 

Gross margin

 

 

39

%

 

 

41

%

 

 

13

%

 

 

 

 

 

 

25

%

Adjusted gross profit

 

$

16,348

 

 

$

4,886

 

 

$

9,222

 

 

$

 

 

$

30,456

 

Adjusted gross margin

 

 

39

%

 

 

41

%

 

 

13

%

 

 

 

 

 

 

25

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine months ended February 28, 2022

 

 

 

Cannabis

 

 

Beverage

 

 

Distribution

 

 

Wellness

 

 

Total

 

Gross revenue

 

$

232,540

 

 

$

51,500

 

 

$

198,587

 

 

$

43,426

 

 

$

526,053

 

Excise taxes

 

 

(48,271

)

 

 

(2,735

)

 

 

 

 

 

 

 

 

(51,006

)

Net revenue

 

 

184,269

 

 

 

48,765

 

 

 

198,587

 

 

 

43,426

 

 

 

475,047

 

Cost of goods sold

 

 

122,492

 

 

 

20,674

 

 

 

178,093

 

 

 

30,238

 

 

 

351,497

 

Gross profit

 

$

61,777

 

 

$

28,091

 

 

$

20,494

 

 

$

13,188

 

 

$

123,550

 

Gross margin

 

 

34

%

 

 

58

%

 

 

10

%

 

 

30

%

 

 

26

%

Adjusted gross profit

 

$

73,777

 

 

$

28,091

 

 

$

20,494

 

 

$

13,188

 

 

$

135,550

 

Adjusted gross margin

 

 

40

%

 

 

58

%

 

 

10

%