Recent Quotes View Full List My Watchlist Create Watchlist Indicators DJI Nasdaq Composite SPX Gold Crude Oil EL&P Market Index Markets Stocks ETFs Tools Overview News Currencies International Treasuries Tilray Brands’ First Quarter Fiscal Year 2023 Performance Affirms Global Cannabis Leadership By: Tilray Brands, Inc. via GlobeNewswire October 07, 2022 at 07:00 AM EDT Reported Net Revenue at $153.2 Million; On a Constant Currency Basis, Net Revenue Remained Strong at $166.5 Million Cannabis Gross Margin Increased to 51% from 43% in the Prior Year Quarter Delivered $108 Million in Annualized Cash Savings to Date, Expects to Deliver $130 Million Across Corporate Optimization Plans Second Highest Adjusted EBITDA in Company’s History Marking the 14th Consecutive Quarter of Positive Adjusted EBITDA Strong Balance Sheet with ~$500 Million in Cash Company Reconfirms Guidance to Generate $70-$80 Million of Adjusted EBITDA and be Free-Cash Flow Positive in Its Operating Business Units this Fiscal Year Tilray Brands Maintains #1 Cannabis Market Share in Canada and Germany LEAMINGTON, Ontario and NEW YORK, Oct. 07, 2022 (GLOBE NEWSWIRE) -- 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 first fiscal quarter ended August 31, 2022. All financial information in this press release is reported in U.S. dollars, unless otherwise indicated. Financial Highlights – First Quarter Fiscal 2023 Reported net revenue was $153.2 million. On a constant currency basis, net revenue remained strong at $166.5 million for the quarter.Maintained #1 position in Canada with 8.5% cannabis market share, driven by Tilray’s comprehensive portfolio of adult-use brands.International cannabis revenue was $10.4 million. On a constant currency basis, international cannabis revenue was $11.9 million.Achieved $108 million in annualized cash cost-savings since the closing of the Tilray – Aphria transaction in May 2021, up from $85 million as of May 31, 2022.Net loss was $66 million. Adjusted EBITDA of $13.5 million, marking the 14th consecutive quarter of positive adjusted EBITDA and second highest achieved in the Company’s history. Irwin D. Simon, Tilray’s Chairman and Chief Executive Officer, stated, “Tilray Brands’ top and bottom-line results during the first quarter reflect successful realignment of the business to maximize revenue and market share gains across core business segments and geographies. Most notably, we are now the leader in net cannabis revenue worldwide, highlighted by medical cannabis leadership globally and adult-use cannabis market share primacy in Canada. These achievements affirm that, amid market disruption and macroeconomic challenges, we have leveraged our scale, marketing acumen and CPG expertise to deliver strong – and sustainable – top line growth.” He continued, “We have also optimized our performance through an ambitious and expanded cost savings across the platform. Through the end of the first quarter, we have realized $95 million of our revised and increased $100 million goal of annualized cost savings. In addition, we realized an additional $13 million of cost savings from our recently launched $30 million cost optimization plan for our existing cannabis business. In aggregate, we expect to remove $130 million of costs from the business. We also plan to realize an additional $40 million in revenue and interest payments from the strategic HEXO transaction. These initiatives, combined with our market share and revenue gains, should position Tilray Brands extraordinarily well for the future, allowing us to reconfirm our guidance of $70 - $80 million of adjusted EBITDA and be free cash flow positive.” Leading Position in Global Cannabis Markets #1 in Global Cannabis Revenue – Excluding the U.S., Tilray Brands now has the leading cannabis revenue in federally legal markets across the global cannabis industry – uniquely enviable positioning as legal cannabis continues to take hold globally. #1 Market Position in Canada and Strategic Initiatives Underway to Accelerate Growth – Tilray Brands has implemented strategic price adjustments, expanded distribution through its coast-to-coast agreements with Rose Life Sciences and Great North Distributors, and accelerated product innovation. Strategic Expansion Across Europe and Leading Market Share in Germany – Germany is poised to lead the European cannabis market and Tilray Medical already leads in medical cannabis within Germany with market share of approximately 20%1 with whole flower, extracts and Dronabinol products. Based on Tilray’s unparalleled production capability and investments in brands and people, the Company is positioned exceptionally well for adult-use cannabis legalization. Tilray’s sales arrangements through major distribution channels in Germany, the UK, and other key markets, coupled with strong relationships with local governments and patient trust, helps ensure the infrastructure and platform to drive accelerated growth across Europe. A Leading U.S. CPG and Craft-Beverage Portfolio Provides Growth Platform – In the U.S., Tilray’s businesses include SweetWater Brewing Company, the 10th largest craft brewer in the nation and leading lifestyle brand, Breckenridge Distillery, and Manitoba Harvest, a pioneer in hemp, CBD, and wellness products. The Company is focused on driving revenue gains across each of these businesses, which will ultimately create a strong channel for additional revenue in adult-use cannabis, pending federal legalization. Strategic Growth Actions On October 5, 2022 – Broken Coast Ranks #1 at the Budtender’s Association Collector’s CupOn October 4, 2022 – Tilray Medical Relaunches Cannabis Oral Solution Across IrelandOn September 28, 2022 – SweetWater Brewing Company Unveils New Fall Craft-Beer ReleasesOn September 22, 2022 – Tilray Medical Receives Approval to Extend Market Authorization in ItalyOn September 15, 2022 – RIFF Cannabis Brand Launches New ‘Drumsticks’ ProductOn September 8, 2022 – Breckenridge Distillery Announces Nationwide Alignment and Renewed Distribution Agreement with Republic National Distributing CompanyOn September 1, 2022 – Good Supply Launches New High-Potency Product Drop and Unveils Exclusive Orange Frost Live ResinOn August 26, 2022 – Tilray Medical Launches New Products and ‘CannaPoints’ Program to Support Patients Across CanadaOn August 23, 2022 – Tilray Medical Receives Verification from the Natural Health Science Foundation in Australia and New ZealandOn August 17, 2022 – Tilray Medical Bolsters Market Leading Position in Europe with Market Authorization in PolandOn August 4, 2022 – Breckenridge Distillery and Denver Broncos Release Limited-Edition Mile High Bourbon BlendsOn August 3, 2022 – Tilray Wellness Announces U.S. Distribution Agreement with Southern Glazer’s Wine & Spirits for CBD BeveragesOn July 19, 2022 – Tilray Medical Launches Cannabis Education Platform ‘WeCare-MedicalCannabis’ Across EuropeOn July 14, 2022 – Tilray Brands’ Potently Canadian Cannabis Brand, CANACA Joins this Year’s Calgary Stampede and Releases ‘Wild West’ Product LineupOn July 12, 2022 – Tilray Brands Announces Closing of Transaction with HEXO, Laying Groundwork for the Next Evolution of Canadian CannabisOn July 6, 2022 – Good Supply Brand Expands its Cannabis Portfolio in QuébecOn June 29, 2022 – Tilray Medical Expands Portfolio of Medical Cannabis Products in the UKOn June 22, 2022 – Tilray Medical Welcomes Government of Luxembourg Delegation Visit to European Campus in PortugalOn June 16, 2022 – Broken Coast Cannabis Launches Full Spectrum ‘woah’On June 14, 2022 – Tilray Brands Announces Enhancements to Accretive Strategic Transaction with HEXOOn June 7, 2022 – Tilray Medical Launches Sleep-Oriented CBN Night Oil for Medical Cannabis Patients in Canada Live Conference Call and Audio WebcastTilray 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. The webcast will also be archived after the call concludes. About Tilray BrandsTilray Brands, 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. Tilray Brands delivers on this mission by inspiring and empowering the worldwide community to live their very best life, enhanced by moments of connection and wellbeing. Patients and consumers trust Tilray Brands to be the most responsible, trusted and market leading cannabis consumer products company in the world with a portfolio of innovative, high-quality, and beloved brands that address the needs of the consumers, customers, and patients we serve. 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 Tilray Brands, visit www.Tilray.com and follow @Tilray Cautionary Statement Concerning Forward-Looking StatementsCertain statements in this press release constitute forward-looking information or forward-looking statements (together, “forward-looking statements”) under Canadian securities laws and within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are intended to be subject to the “safe harbor” created by those sections and other applicable laws. Forward-looking statements can be identified by words such as “forecast,” “future,” “should,” “could,” “enable,” “potential,” “contemplate,” “believe,” “anticipate,” “estimate,” “plan,” “expect,” “intend,” “may,” “project,” “will,” “would” and the negative of these terms or similar expressions, although not all forward-looking statements contain these identifying words. Certain material factors, estimates, goals, projections, or assumptions were used in drawing the conclusions contained in the forward-looking statements throughout this communication. Forward-looking statements include statements regarding our intentions, beliefs, projections, outlook, analyses or current expectations concerning, among other things: the Company’s ability to become the world’s leading cannabis-focused consumer branded company and achieve $4B in revenue by the end of fiscal 2024; the Company’s ability to generate $70-$80 million of Adjusted EBITDA and expectation to be free-cash flow positive in its operating business units in FY 2023; the Company’s ability to achieve operational scale, market share, distribution, profitability and revenue growth in particular markets, including in Canada, the U.S. and the EU; and the Company’s ability to successfully achieve the expected production efficiencies, synergies and cost savings relating to the HEXO transactions and agreed commercial arrangements; and the Company’s anticipated investments, including in organic and strategic growth, partnership efforts, product offerings and other initiatives. 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 MeasuresThis press release and the accompanying tables include non-GAAP financial measures, including adjusted gross margin, Adjusted EBITDA, and 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. Certain forward-looking non-GAAP financial measures included in this press release are not reconciled to the comparable forward-looking GAAP financial measures. The Company is not able to reconcile these forward-looking non-GAAP financial measures to their most directly comparable forward-looking GAAP financial measures without unreasonable efforts because the Company is unable to predict with a reasonable degree of certainty the type and extent of certain items that would be expected to impact GAAP measures but would not impact the non-GAAP measures. Such items may include litigation and related expenses, transaction costs, impairments, foreign exchange movements and other items. The unavailable information could have a significant impact on the Company’s GAAP financial results. The Company believes presenting net sales at constant currency provides useful information to investors because it provides transparency to underlying performance in the Company’s consolidated net sales by excluding the effect that foreign currency exchange rate fluctuations have on period-to-period comparability given the volatility in foreign currency exchange markets. To present this information for historical periods, current period net sales for entities reporting in currencies other than the U.S. dollar are translated into U.S. dollars at the average monthly exchange rates in effect during the corresponding period of the prior fiscal year, rather than at the actual average monthly exchange rate in effect during the current period of the current fiscal year. As a result, the foreign currency impact is equal to the current year results in local currencies multiplied by the change in average foreign currency exchange rate between the current fiscal period and the corresponding period of the prior fiscal year. Adjusted EBITDA is calculated as net income (loss) before income tax expense (recovery); 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; lease expense; litigation costs; 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. A reconciliation of net cash flow provided by (used in) operating activities to free cash flow, the most directly comparable GAAP measure, has been provided in the financial statement tables included below in this press release. For further information: Media: Berrin Noorata, news@tilray.com Investors: Raphael Gross, +1-203-682-8253, Raphael.Gross@icrinc.com 1 Insight Health Sales Data Consolidated Statements of Financial Position August 31, May 31, (in thousands of US dollars) 2022 2022 Assets Current assets Cash and cash equivalents $490,643 $415,909 Accounts receivable, net 98,347 95,279 Inventory 244,654 245,529 Prepaids and other current assets 77,237 46,786 Total current assets 910,881 803,503 Capital assets 553,606 587,499 Right-of-use assets 11,884 12,996 Intangible assets 1,210,578 1,277,875 Goodwill 2,617,696 2,641,305 Interest in equity investees 4,764 4,952 Long-term investments 8,879 10,050 Convertible notes receivable 269,440 111,200 Other assets 4,754 314 Total assets $5,592,482 $5,449,694 Liabilities Current liabilities Bank indebtedness $18,282 $18,123 Accounts payable and accrued liabilities 154,663 157,431 Contingent consideration 16,218 16,007 Warrant liability 12,707 14,255 Current portion of lease liabilities 7,290 6,703 Current portion of long-term debt 64,098 67,823 Total current liabilities 273,258 280,342 Long - term liabilities Lease liabilities 9,580 11,329 Long-term debt 114,294 117,879 Convertible debentures 444,275 401,949 Deferred tax liability 187,714 196,638 Other liabilities 179 191 Total liabilities 1,029,300 1,008,328 Commitments and contingencies (refer to Note 18) Stockholders' equity Common stock ($0.0001 par value; 990,000,000 shares authorized; 600,954,939 and 532,674,887 shares issued and outstanding, respectively) 60 53 Additional paid-in capital 5,641,348 5,382,367 Accumulated other comprehensive loss (79,732) (20,764) Accumulated Deficit (1,036,333) (962,851) Total Tilray Brands, Inc. stockholders' equity 4,525,343 4,398,805 Non-controlling interests 37,839 42,561 Total stockholders' equity 4,563,182 4,441,366 Total liabilities and stockholders' equity $5,592,482 $5,449,694 Condensed Consolidated Statements of Net Income (Loss) and Comprehensive Income (Loss) For the three months ended August 31, Change % Change(in thousands of U.S. dollars, except for per share data) 2022 2021 2022 vs. 2021Net revenue $153,211 $168,023 $(14,812) (9)%Cost of goods sold 104,597 117,068 (12,471) (11)%Gross profit 48,614 50,955 (2,341) (5)%Operating expenses: General and administrative 40,508 49,487 (8,979) (18)%Selling 9,671 7,432 2,239 30%Amortization 24,359 30,739 (6,380) (21)%Marketing and promotion 7,248 5,465 1,783 33%Research and development 166 785 (619) (79)%Change in fair value of contingent consideration 211 837 (626) (75)%Litigation costs 445 1,194 (749) (63)%Transaction (income) costs (12,816) 24,385 (37,201) (153)%Total operating expenses 69,792 120,324 (50,532) (42)%Operating loss (21,178) (69,369) 48,191 (69)%Interest expense, net (4,413) (10,170) 5,757 (57)%Non-operating (expense) income, net (32,992) 49,697 (82,689) (166)%Income (loss) before income taxes (58,583) (29,842) (28,741) 96%Income taxes (recovery) 7,211 4,762 2,449 51%Net income (loss) $(65,794) $(34,604) $(31,190) 90%Net loss per share - basic and diluted $(0.13) $(0.08) $(0.05) 60% Net Revenue by Operating Segment Three months ended Three months ended (In thousands of U.S. dollars) August 31, 2022 % of Total Revenue August 31, 2021 % of Total Revenue Cannabis business $58,570 38% $70,449 42% Distribution business 60,585 40% 67,186 40% Beverage alcohol business 20,654 13% 15,461 9% Wellness business 13,402 9% 14,927 9% Total net revenue $153,211 100% $168,023 100% Net Revenue by Operating Segment in Constant Currency Three months ended Three months ended August 31, 2022 August 31, 2021 (In thousands of U.S. dollars) as reported in constant currency % of Total Revenue as reported in constant currency % of Total Revenue Cannabis business $61,579 38% $70,449 42% Distribution business 70,580 42% 67,186 40% Beverage alcohol business 20,654 12% 15,461 9% Wellness business 13,685 8% 14,927 9% Total net revenue $166,498 100% $168,023 100% Net Cannabis Revenue by Market Channel Three months ended Three months ended (In thousands of U.S. dollars) August 31, 2022 % of Total Revenue August 31, 2021 % of Total Revenue Revenue from Canadian medical cannabis products $6,520 11% $8,374 12% Revenue from Canadian adult-use cannabis products 58,355 99% 69,593 99% Revenue from wholesale cannabis products 392 1% 1,700 2% Revenue from international cannabis products 10,422 18% 10,266 15% Less excise taxes (17,119) -29% (19,484) -28% Total $58,570 100% $70,449 100% Net Cannabis Revenue by Market Channel in Constant Currency Three months ended Three months ended August 31, 2022 August 31, 2022 (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 products $6,831 11% $8,374 12% Revenue from Canadian adult-use cannabis products 60,421 98% 69,593 99% Revenue from wholesale cannabis products 412 1% 1,700 2% Revenue from international cannabis products 11,869 19% 10,266 15% Less excise taxes (17,954) -29% (19,484) -28% Total $61,579 100% $70,449 100% Other Financial Information: Key Operating Metrics For the three months ended August 31, (in thousands of U.S. dollars) 2022 2021 Net cannabis revenue $58,570 $70,449 Net beverage alcohol revenue 20,654 15,461 Distribution revenue 60,585 67,186 Wellness revenue 13,402 14,927 Cannabis costs 28,861 40,190 Beverage alcohol costs 10,849 6,663 Distribution costs 54,984 59,290 Wellness costs 9,903 10,925 Adjusted gross profit (excluding PPA step-up) (1) 49,721 50,955 Cannabis gross margin 51% 43% Beverage alcohol adjusted gross margin (excluding PPA step-up) (1) 47% 57% Distribution gross margin 9% 12% Wellness gross margin 26% 27% Adjusted EBITDA (1) $13,531 $12,697 Cash and cash equivalents 490,643 376,297 Working capital 637,623 317,789 Other Financial Information: Gross Margin and Adjusted Gross Margin For the three months ended August 31, 2022 (In thousands of U.S. dollars) Cannabis Beverage Distribution Wellness Total Net revenue $58,570 $20,654 $60,585 $13,402 $153,211 Cost of goods sold 28,861 10,849 54,984 9,903 104,597 Gross profit 29,709 9,805 5,601 3,499 48,614 Gross margin 51% 47% 9% 26% 32% Adjustments: Purchase price accounting step-up - 1,107 - - 1,107 Adjusted gross profit 29,709 10,912 5,601 3,499 49,721 Adjusted gross margin 51% 53% 9% 26% 32% For the three months ended August 31, 2021 (In thousands of U.S. dollars) Cannabis Beverage Distribution Wellness Total Net revenue $70,449 $15,461 $67,186 $14,927 $168,023 Cost of goods sold 40,190 6,663 59,290 10,925 117,068 Gross profit 30,259 8,798 7,896 4,002 50,955 Gross margin 43% 57% 12% 27% 30% Adjustments: Purchase price accounting step-up - - - - - Adjusted gross profit 30,259 8,798 7,896 4,002 50,955 Adjusted gross margin 43% 57% 12% 27% 30% Other Financial Information: Adjusted Earnings before Interest, Taxes, and Amortization For the three months (In thousands of U.S. dollars) ended August 31, Change % Change Adjusted EBITDA reconciliation: 2022 2021 2022 vs. 2021 Net loss $(65,794) $(34,604) $(31,190) 90% Income taxes 7,211 4,762 2,449 51% Interest expense, net 4,413 10,170 (5,757) (57)% Non-operating income (expense), net 32,992 (49,697) 82,689 (166)% Amortization 34,069 39,333 (5,264) (13)% Stock-based compensation 9,193 9,417 (224) (2)% Change in fair value of contingent consideration 211 837 (626) NM Purchase price accounting step-up 1,107 — 1,107 NM Facility start-up and closure costs 1,800 6,200 (4,400) (71)% Lease expense 700 700 — 0% Litigation costs 445 1,194 (749) (63)% Transaction (income) costs (12,816) 24,385 (37,201) (153)% Adjusted EBITDA $13,531 $12,697 $834 7% Adjusted Net Loss For the three months (In thousands of U.S. dollars) ended August 31, Adjusted net loss reconciliation: 2022 2021 Net loss $(65,794) $(34,604) Non-operating income (expense), net 32,992 $(49,697) Change in fair value of contingent consideration 211 837 Litigation costs 445 1,194 Transaction (income) costs (12,816) 24,385 Adjusted net loss $(44,962) $(57,885) Adjusted net loss per share - basic and diluted $(0.08) $(0.13) Free Cash Flow For the three months (In thousands of U.S. dollars) ended August 31, Free cash flow 2022 2021 Net cash provided by (used in) operating activities $(46,269) $(93,227) Less: investments in capital and intangible assets, net (1,537) (8,620) Free cash flow $(47,806) $(101,847) Data & News supplied by www.cloudquote.io Stock quotes supplied by Barchart Quotes delayed at least 20 minutes. 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Tilray Brands’ First Quarter Fiscal Year 2023 Performance Affirms Global Cannabis Leadership By: Tilray Brands, Inc. via GlobeNewswire October 07, 2022 at 07:00 AM EDT Reported Net Revenue at $153.2 Million; On a Constant Currency Basis, Net Revenue Remained Strong at $166.5 Million Cannabis Gross Margin Increased to 51% from 43% in the Prior Year Quarter Delivered $108 Million in Annualized Cash Savings to Date, Expects to Deliver $130 Million Across Corporate Optimization Plans Second Highest Adjusted EBITDA in Company’s History Marking the 14th Consecutive Quarter of Positive Adjusted EBITDA Strong Balance Sheet with ~$500 Million in Cash Company Reconfirms Guidance to Generate $70-$80 Million of Adjusted EBITDA and be Free-Cash Flow Positive in Its Operating Business Units this Fiscal Year Tilray Brands Maintains #1 Cannabis Market Share in Canada and Germany LEAMINGTON, Ontario and NEW YORK, Oct. 07, 2022 (GLOBE NEWSWIRE) -- 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 first fiscal quarter ended August 31, 2022. All financial information in this press release is reported in U.S. dollars, unless otherwise indicated. Financial Highlights – First Quarter Fiscal 2023 Reported net revenue was $153.2 million. On a constant currency basis, net revenue remained strong at $166.5 million for the quarter.Maintained #1 position in Canada with 8.5% cannabis market share, driven by Tilray’s comprehensive portfolio of adult-use brands.International cannabis revenue was $10.4 million. On a constant currency basis, international cannabis revenue was $11.9 million.Achieved $108 million in annualized cash cost-savings since the closing of the Tilray – Aphria transaction in May 2021, up from $85 million as of May 31, 2022.Net loss was $66 million. Adjusted EBITDA of $13.5 million, marking the 14th consecutive quarter of positive adjusted EBITDA and second highest achieved in the Company’s history. Irwin D. Simon, Tilray’s Chairman and Chief Executive Officer, stated, “Tilray Brands’ top and bottom-line results during the first quarter reflect successful realignment of the business to maximize revenue and market share gains across core business segments and geographies. Most notably, we are now the leader in net cannabis revenue worldwide, highlighted by medical cannabis leadership globally and adult-use cannabis market share primacy in Canada. These achievements affirm that, amid market disruption and macroeconomic challenges, we have leveraged our scale, marketing acumen and CPG expertise to deliver strong – and sustainable – top line growth.” He continued, “We have also optimized our performance through an ambitious and expanded cost savings across the platform. Through the end of the first quarter, we have realized $95 million of our revised and increased $100 million goal of annualized cost savings. In addition, we realized an additional $13 million of cost savings from our recently launched $30 million cost optimization plan for our existing cannabis business. In aggregate, we expect to remove $130 million of costs from the business. We also plan to realize an additional $40 million in revenue and interest payments from the strategic HEXO transaction. These initiatives, combined with our market share and revenue gains, should position Tilray Brands extraordinarily well for the future, allowing us to reconfirm our guidance of $70 - $80 million of adjusted EBITDA and be free cash flow positive.” Leading Position in Global Cannabis Markets #1 in Global Cannabis Revenue – Excluding the U.S., Tilray Brands now has the leading cannabis revenue in federally legal markets across the global cannabis industry – uniquely enviable positioning as legal cannabis continues to take hold globally. #1 Market Position in Canada and Strategic Initiatives Underway to Accelerate Growth – Tilray Brands has implemented strategic price adjustments, expanded distribution through its coast-to-coast agreements with Rose Life Sciences and Great North Distributors, and accelerated product innovation. Strategic Expansion Across Europe and Leading Market Share in Germany – Germany is poised to lead the European cannabis market and Tilray Medical already leads in medical cannabis within Germany with market share of approximately 20%1 with whole flower, extracts and Dronabinol products. Based on Tilray’s unparalleled production capability and investments in brands and people, the Company is positioned exceptionally well for adult-use cannabis legalization. Tilray’s sales arrangements through major distribution channels in Germany, the UK, and other key markets, coupled with strong relationships with local governments and patient trust, helps ensure the infrastructure and platform to drive accelerated growth across Europe. A Leading U.S. CPG and Craft-Beverage Portfolio Provides Growth Platform – In the U.S., Tilray’s businesses include SweetWater Brewing Company, the 10th largest craft brewer in the nation and leading lifestyle brand, Breckenridge Distillery, and Manitoba Harvest, a pioneer in hemp, CBD, and wellness products. The Company is focused on driving revenue gains across each of these businesses, which will ultimately create a strong channel for additional revenue in adult-use cannabis, pending federal legalization. Strategic Growth Actions On October 5, 2022 – Broken Coast Ranks #1 at the Budtender’s Association Collector’s CupOn October 4, 2022 – Tilray Medical Relaunches Cannabis Oral Solution Across IrelandOn September 28, 2022 – SweetWater Brewing Company Unveils New Fall Craft-Beer ReleasesOn September 22, 2022 – Tilray Medical Receives Approval to Extend Market Authorization in ItalyOn September 15, 2022 – RIFF Cannabis Brand Launches New ‘Drumsticks’ ProductOn September 8, 2022 – Breckenridge Distillery Announces Nationwide Alignment and Renewed Distribution Agreement with Republic National Distributing CompanyOn September 1, 2022 – Good Supply Launches New High-Potency Product Drop and Unveils Exclusive Orange Frost Live ResinOn August 26, 2022 – Tilray Medical Launches New Products and ‘CannaPoints’ Program to Support Patients Across CanadaOn August 23, 2022 – Tilray Medical Receives Verification from the Natural Health Science Foundation in Australia and New ZealandOn August 17, 2022 – Tilray Medical Bolsters Market Leading Position in Europe with Market Authorization in PolandOn August 4, 2022 – Breckenridge Distillery and Denver Broncos Release Limited-Edition Mile High Bourbon BlendsOn August 3, 2022 – Tilray Wellness Announces U.S. Distribution Agreement with Southern Glazer’s Wine & Spirits for CBD BeveragesOn July 19, 2022 – Tilray Medical Launches Cannabis Education Platform ‘WeCare-MedicalCannabis’ Across EuropeOn July 14, 2022 – Tilray Brands’ Potently Canadian Cannabis Brand, CANACA Joins this Year’s Calgary Stampede and Releases ‘Wild West’ Product LineupOn July 12, 2022 – Tilray Brands Announces Closing of Transaction with HEXO, Laying Groundwork for the Next Evolution of Canadian CannabisOn July 6, 2022 – Good Supply Brand Expands its Cannabis Portfolio in QuébecOn June 29, 2022 – Tilray Medical Expands Portfolio of Medical Cannabis Products in the UKOn June 22, 2022 – Tilray Medical Welcomes Government of Luxembourg Delegation Visit to European Campus in PortugalOn June 16, 2022 – Broken Coast Cannabis Launches Full Spectrum ‘woah’On June 14, 2022 – Tilray Brands Announces Enhancements to Accretive Strategic Transaction with HEXOOn June 7, 2022 – Tilray Medical Launches Sleep-Oriented CBN Night Oil for Medical Cannabis Patients in Canada Live Conference Call and Audio WebcastTilray 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. The webcast will also be archived after the call concludes. About Tilray BrandsTilray Brands, 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. Tilray Brands delivers on this mission by inspiring and empowering the worldwide community to live their very best life, enhanced by moments of connection and wellbeing. Patients and consumers trust Tilray Brands to be the most responsible, trusted and market leading cannabis consumer products company in the world with a portfolio of innovative, high-quality, and beloved brands that address the needs of the consumers, customers, and patients we serve. 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 Tilray Brands, visit www.Tilray.com and follow @Tilray Cautionary Statement Concerning Forward-Looking StatementsCertain statements in this press release constitute forward-looking information or forward-looking statements (together, “forward-looking statements”) under Canadian securities laws and within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are intended to be subject to the “safe harbor” created by those sections and other applicable laws. Forward-looking statements can be identified by words such as “forecast,” “future,” “should,” “could,” “enable,” “potential,” “contemplate,” “believe,” “anticipate,” “estimate,” “plan,” “expect,” “intend,” “may,” “project,” “will,” “would” and the negative of these terms or similar expressions, although not all forward-looking statements contain these identifying words. Certain material factors, estimates, goals, projections, or assumptions were used in drawing the conclusions contained in the forward-looking statements throughout this communication. Forward-looking statements include statements regarding our intentions, beliefs, projections, outlook, analyses or current expectations concerning, among other things: the Company’s ability to become the world’s leading cannabis-focused consumer branded company and achieve $4B in revenue by the end of fiscal 2024; the Company’s ability to generate $70-$80 million of Adjusted EBITDA and expectation to be free-cash flow positive in its operating business units in FY 2023; the Company’s ability to achieve operational scale, market share, distribution, profitability and revenue growth in particular markets, including in Canada, the U.S. and the EU; and the Company’s ability to successfully achieve the expected production efficiencies, synergies and cost savings relating to the HEXO transactions and agreed commercial arrangements; and the Company’s anticipated investments, including in organic and strategic growth, partnership efforts, product offerings and other initiatives. 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 MeasuresThis press release and the accompanying tables include non-GAAP financial measures, including adjusted gross margin, Adjusted EBITDA, and 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. Certain forward-looking non-GAAP financial measures included in this press release are not reconciled to the comparable forward-looking GAAP financial measures. The Company is not able to reconcile these forward-looking non-GAAP financial measures to their most directly comparable forward-looking GAAP financial measures without unreasonable efforts because the Company is unable to predict with a reasonable degree of certainty the type and extent of certain items that would be expected to impact GAAP measures but would not impact the non-GAAP measures. Such items may include litigation and related expenses, transaction costs, impairments, foreign exchange movements and other items. The unavailable information could have a significant impact on the Company’s GAAP financial results. The Company believes presenting net sales at constant currency provides useful information to investors because it provides transparency to underlying performance in the Company’s consolidated net sales by excluding the effect that foreign currency exchange rate fluctuations have on period-to-period comparability given the volatility in foreign currency exchange markets. To present this information for historical periods, current period net sales for entities reporting in currencies other than the U.S. dollar are translated into U.S. dollars at the average monthly exchange rates in effect during the corresponding period of the prior fiscal year, rather than at the actual average monthly exchange rate in effect during the current period of the current fiscal year. As a result, the foreign currency impact is equal to the current year results in local currencies multiplied by the change in average foreign currency exchange rate between the current fiscal period and the corresponding period of the prior fiscal year. Adjusted EBITDA is calculated as net income (loss) before income tax expense (recovery); 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; lease expense; litigation costs; 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. A reconciliation of net cash flow provided by (used in) operating activities to free cash flow, the most directly comparable GAAP measure, has been provided in the financial statement tables included below in this press release. For further information: Media: Berrin Noorata, news@tilray.com Investors: Raphael Gross, +1-203-682-8253, Raphael.Gross@icrinc.com 1 Insight Health Sales Data Consolidated Statements of Financial Position August 31, May 31, (in thousands of US dollars) 2022 2022 Assets Current assets Cash and cash equivalents $490,643 $415,909 Accounts receivable, net 98,347 95,279 Inventory 244,654 245,529 Prepaids and other current assets 77,237 46,786 Total current assets 910,881 803,503 Capital assets 553,606 587,499 Right-of-use assets 11,884 12,996 Intangible assets 1,210,578 1,277,875 Goodwill 2,617,696 2,641,305 Interest in equity investees 4,764 4,952 Long-term investments 8,879 10,050 Convertible notes receivable 269,440 111,200 Other assets 4,754 314 Total assets $5,592,482 $5,449,694 Liabilities Current liabilities Bank indebtedness $18,282 $18,123 Accounts payable and accrued liabilities 154,663 157,431 Contingent consideration 16,218 16,007 Warrant liability 12,707 14,255 Current portion of lease liabilities 7,290 6,703 Current portion of long-term debt 64,098 67,823 Total current liabilities 273,258 280,342 Long - term liabilities Lease liabilities 9,580 11,329 Long-term debt 114,294 117,879 Convertible debentures 444,275 401,949 Deferred tax liability 187,714 196,638 Other liabilities 179 191 Total liabilities 1,029,300 1,008,328 Commitments and contingencies (refer to Note 18) Stockholders' equity Common stock ($0.0001 par value; 990,000,000 shares authorized; 600,954,939 and 532,674,887 shares issued and outstanding, respectively) 60 53 Additional paid-in capital 5,641,348 5,382,367 Accumulated other comprehensive loss (79,732) (20,764) Accumulated Deficit (1,036,333) (962,851) Total Tilray Brands, Inc. stockholders' equity 4,525,343 4,398,805 Non-controlling interests 37,839 42,561 Total stockholders' equity 4,563,182 4,441,366 Total liabilities and stockholders' equity $5,592,482 $5,449,694 Condensed Consolidated Statements of Net Income (Loss) and Comprehensive Income (Loss) For the three months ended August 31, Change % Change(in thousands of U.S. dollars, except for per share data) 2022 2021 2022 vs. 2021Net revenue $153,211 $168,023 $(14,812) (9)%Cost of goods sold 104,597 117,068 (12,471) (11)%Gross profit 48,614 50,955 (2,341) (5)%Operating expenses: General and administrative 40,508 49,487 (8,979) (18)%Selling 9,671 7,432 2,239 30%Amortization 24,359 30,739 (6,380) (21)%Marketing and promotion 7,248 5,465 1,783 33%Research and development 166 785 (619) (79)%Change in fair value of contingent consideration 211 837 (626) (75)%Litigation costs 445 1,194 (749) (63)%Transaction (income) costs (12,816) 24,385 (37,201) (153)%Total operating expenses 69,792 120,324 (50,532) (42)%Operating loss (21,178) (69,369) 48,191 (69)%Interest expense, net (4,413) (10,170) 5,757 (57)%Non-operating (expense) income, net (32,992) 49,697 (82,689) (166)%Income (loss) before income taxes (58,583) (29,842) (28,741) 96%Income taxes (recovery) 7,211 4,762 2,449 51%Net income (loss) $(65,794) $(34,604) $(31,190) 90%Net loss per share - basic and diluted $(0.13) $(0.08) $(0.05) 60% Net Revenue by Operating Segment Three months ended Three months ended (In thousands of U.S. dollars) August 31, 2022 % of Total Revenue August 31, 2021 % of Total Revenue Cannabis business $58,570 38% $70,449 42% Distribution business 60,585 40% 67,186 40% Beverage alcohol business 20,654 13% 15,461 9% Wellness business 13,402 9% 14,927 9% Total net revenue $153,211 100% $168,023 100% Net Revenue by Operating Segment in Constant Currency Three months ended Three months ended August 31, 2022 August 31, 2021 (In thousands of U.S. dollars) as reported in constant currency % of Total Revenue as reported in constant currency % of Total Revenue Cannabis business $61,579 38% $70,449 42% Distribution business 70,580 42% 67,186 40% Beverage alcohol business 20,654 12% 15,461 9% Wellness business 13,685 8% 14,927 9% Total net revenue $166,498 100% $168,023 100% Net Cannabis Revenue by Market Channel Three months ended Three months ended (In thousands of U.S. dollars) August 31, 2022 % of Total Revenue August 31, 2021 % of Total Revenue Revenue from Canadian medical cannabis products $6,520 11% $8,374 12% Revenue from Canadian adult-use cannabis products 58,355 99% 69,593 99% Revenue from wholesale cannabis products 392 1% 1,700 2% Revenue from international cannabis products 10,422 18% 10,266 15% Less excise taxes (17,119) -29% (19,484) -28% Total $58,570 100% $70,449 100% Net Cannabis Revenue by Market Channel in Constant Currency Three months ended Three months ended August 31, 2022 August 31, 2022 (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 products $6,831 11% $8,374 12% Revenue from Canadian adult-use cannabis products 60,421 98% 69,593 99% Revenue from wholesale cannabis products 412 1% 1,700 2% Revenue from international cannabis products 11,869 19% 10,266 15% Less excise taxes (17,954) -29% (19,484) -28% Total $61,579 100% $70,449 100% Other Financial Information: Key Operating Metrics For the three months ended August 31, (in thousands of U.S. dollars) 2022 2021 Net cannabis revenue $58,570 $70,449 Net beverage alcohol revenue 20,654 15,461 Distribution revenue 60,585 67,186 Wellness revenue 13,402 14,927 Cannabis costs 28,861 40,190 Beverage alcohol costs 10,849 6,663 Distribution costs 54,984 59,290 Wellness costs 9,903 10,925 Adjusted gross profit (excluding PPA step-up) (1) 49,721 50,955 Cannabis gross margin 51% 43% Beverage alcohol adjusted gross margin (excluding PPA step-up) (1) 47% 57% Distribution gross margin 9% 12% Wellness gross margin 26% 27% Adjusted EBITDA (1) $13,531 $12,697 Cash and cash equivalents 490,643 376,297 Working capital 637,623 317,789 Other Financial Information: Gross Margin and Adjusted Gross Margin For the three months ended August 31, 2022 (In thousands of U.S. dollars) Cannabis Beverage Distribution Wellness Total Net revenue $58,570 $20,654 $60,585 $13,402 $153,211 Cost of goods sold 28,861 10,849 54,984 9,903 104,597 Gross profit 29,709 9,805 5,601 3,499 48,614 Gross margin 51% 47% 9% 26% 32% Adjustments: Purchase price accounting step-up - 1,107 - - 1,107 Adjusted gross profit 29,709 10,912 5,601 3,499 49,721 Adjusted gross margin 51% 53% 9% 26% 32% For the three months ended August 31, 2021 (In thousands of U.S. dollars) Cannabis Beverage Distribution Wellness Total Net revenue $70,449 $15,461 $67,186 $14,927 $168,023 Cost of goods sold 40,190 6,663 59,290 10,925 117,068 Gross profit 30,259 8,798 7,896 4,002 50,955 Gross margin 43% 57% 12% 27% 30% Adjustments: Purchase price accounting step-up - - - - - Adjusted gross profit 30,259 8,798 7,896 4,002 50,955 Adjusted gross margin 43% 57% 12% 27% 30% Other Financial Information: Adjusted Earnings before Interest, Taxes, and Amortization For the three months (In thousands of U.S. dollars) ended August 31, Change % Change Adjusted EBITDA reconciliation: 2022 2021 2022 vs. 2021 Net loss $(65,794) $(34,604) $(31,190) 90% Income taxes 7,211 4,762 2,449 51% Interest expense, net 4,413 10,170 (5,757) (57)% Non-operating income (expense), net 32,992 (49,697) 82,689 (166)% Amortization 34,069 39,333 (5,264) (13)% Stock-based compensation 9,193 9,417 (224) (2)% Change in fair value of contingent consideration 211 837 (626) NM Purchase price accounting step-up 1,107 — 1,107 NM Facility start-up and closure costs 1,800 6,200 (4,400) (71)% Lease expense 700 700 — 0% Litigation costs 445 1,194 (749) (63)% Transaction (income) costs (12,816) 24,385 (37,201) (153)% Adjusted EBITDA $13,531 $12,697 $834 7% Adjusted Net Loss For the three months (In thousands of U.S. dollars) ended August 31, Adjusted net loss reconciliation: 2022 2021 Net loss $(65,794) $(34,604) Non-operating income (expense), net 32,992 $(49,697) Change in fair value of contingent consideration 211 837 Litigation costs 445 1,194 Transaction (income) costs (12,816) 24,385 Adjusted net loss $(44,962) $(57,885) Adjusted net loss per share - basic and diluted $(0.08) $(0.13) Free Cash Flow For the three months (In thousands of U.S. dollars) ended August 31, Free cash flow 2022 2021 Net cash provided by (used in) operating activities $(46,269) $(93,227) Less: investments in capital and intangible assets, net (1,537) (8,620) Free cash flow $(47,806) $(101,847)
Reported Net Revenue at $153.2 Million; On a Constant Currency Basis, Net Revenue Remained Strong at $166.5 Million Cannabis Gross Margin Increased to 51% from 43% in the Prior Year Quarter Delivered $108 Million in Annualized Cash Savings to Date, Expects to Deliver $130 Million Across Corporate Optimization Plans Second Highest Adjusted EBITDA in Company’s History Marking the 14th Consecutive Quarter of Positive Adjusted EBITDA Strong Balance Sheet with ~$500 Million in Cash Company Reconfirms Guidance to Generate $70-$80 Million of Adjusted EBITDA and be Free-Cash Flow Positive in Its Operating Business Units this Fiscal Year Tilray Brands Maintains #1 Cannabis Market Share in Canada and Germany LEAMINGTON, Ontario and NEW YORK, Oct. 07, 2022 (GLOBE NEWSWIRE) -- 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 first fiscal quarter ended August 31, 2022. All financial information in this press release is reported in U.S. dollars, unless otherwise indicated. Financial Highlights – First Quarter Fiscal 2023 Reported net revenue was $153.2 million. On a constant currency basis, net revenue remained strong at $166.5 million for the quarter.Maintained #1 position in Canada with 8.5% cannabis market share, driven by Tilray’s comprehensive portfolio of adult-use brands.International cannabis revenue was $10.4 million. On a constant currency basis, international cannabis revenue was $11.9 million.Achieved $108 million in annualized cash cost-savings since the closing of the Tilray – Aphria transaction in May 2021, up from $85 million as of May 31, 2022.Net loss was $66 million. Adjusted EBITDA of $13.5 million, marking the 14th consecutive quarter of positive adjusted EBITDA and second highest achieved in the Company’s history. Irwin D. Simon, Tilray’s Chairman and Chief Executive Officer, stated, “Tilray Brands’ top and bottom-line results during the first quarter reflect successful realignment of the business to maximize revenue and market share gains across core business segments and geographies. Most notably, we are now the leader in net cannabis revenue worldwide, highlighted by medical cannabis leadership globally and adult-use cannabis market share primacy in Canada. These achievements affirm that, amid market disruption and macroeconomic challenges, we have leveraged our scale, marketing acumen and CPG expertise to deliver strong – and sustainable – top line growth.” He continued, “We have also optimized our performance through an ambitious and expanded cost savings across the platform. Through the end of the first quarter, we have realized $95 million of our revised and increased $100 million goal of annualized cost savings. In addition, we realized an additional $13 million of cost savings from our recently launched $30 million cost optimization plan for our existing cannabis business. In aggregate, we expect to remove $130 million of costs from the business. We also plan to realize an additional $40 million in revenue and interest payments from the strategic HEXO transaction. These initiatives, combined with our market share and revenue gains, should position Tilray Brands extraordinarily well for the future, allowing us to reconfirm our guidance of $70 - $80 million of adjusted EBITDA and be free cash flow positive.” Leading Position in Global Cannabis Markets #1 in Global Cannabis Revenue – Excluding the U.S., Tilray Brands now has the leading cannabis revenue in federally legal markets across the global cannabis industry – uniquely enviable positioning as legal cannabis continues to take hold globally. #1 Market Position in Canada and Strategic Initiatives Underway to Accelerate Growth – Tilray Brands has implemented strategic price adjustments, expanded distribution through its coast-to-coast agreements with Rose Life Sciences and Great North Distributors, and accelerated product innovation. Strategic Expansion Across Europe and Leading Market Share in Germany – Germany is poised to lead the European cannabis market and Tilray Medical already leads in medical cannabis within Germany with market share of approximately 20%1 with whole flower, extracts and Dronabinol products. Based on Tilray’s unparalleled production capability and investments in brands and people, the Company is positioned exceptionally well for adult-use cannabis legalization. Tilray’s sales arrangements through major distribution channels in Germany, the UK, and other key markets, coupled with strong relationships with local governments and patient trust, helps ensure the infrastructure and platform to drive accelerated growth across Europe. A Leading U.S. CPG and Craft-Beverage Portfolio Provides Growth Platform – In the U.S., Tilray’s businesses include SweetWater Brewing Company, the 10th largest craft brewer in the nation and leading lifestyle brand, Breckenridge Distillery, and Manitoba Harvest, a pioneer in hemp, CBD, and wellness products. The Company is focused on driving revenue gains across each of these businesses, which will ultimately create a strong channel for additional revenue in adult-use cannabis, pending federal legalization. Strategic Growth Actions On October 5, 2022 – Broken Coast Ranks #1 at the Budtender’s Association Collector’s CupOn October 4, 2022 – Tilray Medical Relaunches Cannabis Oral Solution Across IrelandOn September 28, 2022 – SweetWater Brewing Company Unveils New Fall Craft-Beer ReleasesOn September 22, 2022 – Tilray Medical Receives Approval to Extend Market Authorization in ItalyOn September 15, 2022 – RIFF Cannabis Brand Launches New ‘Drumsticks’ ProductOn September 8, 2022 – Breckenridge Distillery Announces Nationwide Alignment and Renewed Distribution Agreement with Republic National Distributing CompanyOn September 1, 2022 – Good Supply Launches New High-Potency Product Drop and Unveils Exclusive Orange Frost Live ResinOn August 26, 2022 – Tilray Medical Launches New Products and ‘CannaPoints’ Program to Support Patients Across CanadaOn August 23, 2022 – Tilray Medical Receives Verification from the Natural Health Science Foundation in Australia and New ZealandOn August 17, 2022 – Tilray Medical Bolsters Market Leading Position in Europe with Market Authorization in PolandOn August 4, 2022 – Breckenridge Distillery and Denver Broncos Release Limited-Edition Mile High Bourbon BlendsOn August 3, 2022 – Tilray Wellness Announces U.S. Distribution Agreement with Southern Glazer’s Wine & Spirits for CBD BeveragesOn July 19, 2022 – Tilray Medical Launches Cannabis Education Platform ‘WeCare-MedicalCannabis’ Across EuropeOn July 14, 2022 – Tilray Brands’ Potently Canadian Cannabis Brand, CANACA Joins this Year’s Calgary Stampede and Releases ‘Wild West’ Product LineupOn July 12, 2022 – Tilray Brands Announces Closing of Transaction with HEXO, Laying Groundwork for the Next Evolution of Canadian CannabisOn July 6, 2022 – Good Supply Brand Expands its Cannabis Portfolio in QuébecOn June 29, 2022 – Tilray Medical Expands Portfolio of Medical Cannabis Products in the UKOn June 22, 2022 – Tilray Medical Welcomes Government of Luxembourg Delegation Visit to European Campus in PortugalOn June 16, 2022 – Broken Coast Cannabis Launches Full Spectrum ‘woah’On June 14, 2022 – Tilray Brands Announces Enhancements to Accretive Strategic Transaction with HEXOOn June 7, 2022 – Tilray Medical Launches Sleep-Oriented CBN Night Oil for Medical Cannabis Patients in Canada Live Conference Call and Audio WebcastTilray 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. The webcast will also be archived after the call concludes. About Tilray BrandsTilray Brands, 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. Tilray Brands delivers on this mission by inspiring and empowering the worldwide community to live their very best life, enhanced by moments of connection and wellbeing. Patients and consumers trust Tilray Brands to be the most responsible, trusted and market leading cannabis consumer products company in the world with a portfolio of innovative, high-quality, and beloved brands that address the needs of the consumers, customers, and patients we serve. 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 Tilray Brands, visit www.Tilray.com and follow @Tilray Cautionary Statement Concerning Forward-Looking StatementsCertain statements in this press release constitute forward-looking information or forward-looking statements (together, “forward-looking statements”) under Canadian securities laws and within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are intended to be subject to the “safe harbor” created by those sections and other applicable laws. Forward-looking statements can be identified by words such as “forecast,” “future,” “should,” “could,” “enable,” “potential,” “contemplate,” “believe,” “anticipate,” “estimate,” “plan,” “expect,” “intend,” “may,” “project,” “will,” “would” and the negative of these terms or similar expressions, although not all forward-looking statements contain these identifying words. Certain material factors, estimates, goals, projections, or assumptions were used in drawing the conclusions contained in the forward-looking statements throughout this communication. Forward-looking statements include statements regarding our intentions, beliefs, projections, outlook, analyses or current expectations concerning, among other things: the Company’s ability to become the world’s leading cannabis-focused consumer branded company and achieve $4B in revenue by the end of fiscal 2024; the Company’s ability to generate $70-$80 million of Adjusted EBITDA and expectation to be free-cash flow positive in its operating business units in FY 2023; the Company’s ability to achieve operational scale, market share, distribution, profitability and revenue growth in particular markets, including in Canada, the U.S. and the EU; and the Company’s ability to successfully achieve the expected production efficiencies, synergies and cost savings relating to the HEXO transactions and agreed commercial arrangements; and the Company’s anticipated investments, including in organic and strategic growth, partnership efforts, product offerings and other initiatives. 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 MeasuresThis press release and the accompanying tables include non-GAAP financial measures, including adjusted gross margin, Adjusted EBITDA, and 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. Certain forward-looking non-GAAP financial measures included in this press release are not reconciled to the comparable forward-looking GAAP financial measures. The Company is not able to reconcile these forward-looking non-GAAP financial measures to their most directly comparable forward-looking GAAP financial measures without unreasonable efforts because the Company is unable to predict with a reasonable degree of certainty the type and extent of certain items that would be expected to impact GAAP measures but would not impact the non-GAAP measures. Such items may include litigation and related expenses, transaction costs, impairments, foreign exchange movements and other items. The unavailable information could have a significant impact on the Company’s GAAP financial results. The Company believes presenting net sales at constant currency provides useful information to investors because it provides transparency to underlying performance in the Company’s consolidated net sales by excluding the effect that foreign currency exchange rate fluctuations have on period-to-period comparability given the volatility in foreign currency exchange markets. To present this information for historical periods, current period net sales for entities reporting in currencies other than the U.S. dollar are translated into U.S. dollars at the average monthly exchange rates in effect during the corresponding period of the prior fiscal year, rather than at the actual average monthly exchange rate in effect during the current period of the current fiscal year. As a result, the foreign currency impact is equal to the current year results in local currencies multiplied by the change in average foreign currency exchange rate between the current fiscal period and the corresponding period of the prior fiscal year. Adjusted EBITDA is calculated as net income (loss) before income tax expense (recovery); 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; lease expense; litigation costs; 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. A reconciliation of net cash flow provided by (used in) operating activities to free cash flow, the most directly comparable GAAP measure, has been provided in the financial statement tables included below in this press release. For further information: Media: Berrin Noorata, news@tilray.com Investors: Raphael Gross, +1-203-682-8253, Raphael.Gross@icrinc.com 1 Insight Health Sales Data Consolidated Statements of Financial Position August 31, May 31, (in thousands of US dollars) 2022 2022 Assets Current assets Cash and cash equivalents $490,643 $415,909 Accounts receivable, net 98,347 95,279 Inventory 244,654 245,529 Prepaids and other current assets 77,237 46,786 Total current assets 910,881 803,503 Capital assets 553,606 587,499 Right-of-use assets 11,884 12,996 Intangible assets 1,210,578 1,277,875 Goodwill 2,617,696 2,641,305 Interest in equity investees 4,764 4,952 Long-term investments 8,879 10,050 Convertible notes receivable 269,440 111,200 Other assets 4,754 314 Total assets $5,592,482 $5,449,694 Liabilities Current liabilities Bank indebtedness $18,282 $18,123 Accounts payable and accrued liabilities 154,663 157,431 Contingent consideration 16,218 16,007 Warrant liability 12,707 14,255 Current portion of lease liabilities 7,290 6,703 Current portion of long-term debt 64,098 67,823 Total current liabilities 273,258 280,342 Long - term liabilities Lease liabilities 9,580 11,329 Long-term debt 114,294 117,879 Convertible debentures 444,275 401,949 Deferred tax liability 187,714 196,638 Other liabilities 179 191 Total liabilities 1,029,300 1,008,328 Commitments and contingencies (refer to Note 18) Stockholders' equity Common stock ($0.0001 par value; 990,000,000 shares authorized; 600,954,939 and 532,674,887 shares issued and outstanding, respectively) 60 53 Additional paid-in capital 5,641,348 5,382,367 Accumulated other comprehensive loss (79,732) (20,764) Accumulated Deficit (1,036,333) (962,851) Total Tilray Brands, Inc. stockholders' equity 4,525,343 4,398,805 Non-controlling interests 37,839 42,561 Total stockholders' equity 4,563,182 4,441,366 Total liabilities and stockholders' equity $5,592,482 $5,449,694 Condensed Consolidated Statements of Net Income (Loss) and Comprehensive Income (Loss) For the three months ended August 31, Change % Change(in thousands of U.S. dollars, except for per share data) 2022 2021 2022 vs. 2021Net revenue $153,211 $168,023 $(14,812) (9)%Cost of goods sold 104,597 117,068 (12,471) (11)%Gross profit 48,614 50,955 (2,341) (5)%Operating expenses: General and administrative 40,508 49,487 (8,979) (18)%Selling 9,671 7,432 2,239 30%Amortization 24,359 30,739 (6,380) (21)%Marketing and promotion 7,248 5,465 1,783 33%Research and development 166 785 (619) (79)%Change in fair value of contingent consideration 211 837 (626) (75)%Litigation costs 445 1,194 (749) (63)%Transaction (income) costs (12,816) 24,385 (37,201) (153)%Total operating expenses 69,792 120,324 (50,532) (42)%Operating loss (21,178) (69,369) 48,191 (69)%Interest expense, net (4,413) (10,170) 5,757 (57)%Non-operating (expense) income, net (32,992) 49,697 (82,689) (166)%Income (loss) before income taxes (58,583) (29,842) (28,741) 96%Income taxes (recovery) 7,211 4,762 2,449 51%Net income (loss) $(65,794) $(34,604) $(31,190) 90%Net loss per share - basic and diluted $(0.13) $(0.08) $(0.05) 60% Net Revenue by Operating Segment Three months ended Three months ended (In thousands of U.S. dollars) August 31, 2022 % of Total Revenue August 31, 2021 % of Total Revenue Cannabis business $58,570 38% $70,449 42% Distribution business 60,585 40% 67,186 40% Beverage alcohol business 20,654 13% 15,461 9% Wellness business 13,402 9% 14,927 9% Total net revenue $153,211 100% $168,023 100% Net Revenue by Operating Segment in Constant Currency Three months ended Three months ended August 31, 2022 August 31, 2021 (In thousands of U.S. dollars) as reported in constant currency % of Total Revenue as reported in constant currency % of Total Revenue Cannabis business $61,579 38% $70,449 42% Distribution business 70,580 42% 67,186 40% Beverage alcohol business 20,654 12% 15,461 9% Wellness business 13,685 8% 14,927 9% Total net revenue $166,498 100% $168,023 100% Net Cannabis Revenue by Market Channel Three months ended Three months ended (In thousands of U.S. dollars) August 31, 2022 % of Total Revenue August 31, 2021 % of Total Revenue Revenue from Canadian medical cannabis products $6,520 11% $8,374 12% Revenue from Canadian adult-use cannabis products 58,355 99% 69,593 99% Revenue from wholesale cannabis products 392 1% 1,700 2% Revenue from international cannabis products 10,422 18% 10,266 15% Less excise taxes (17,119) -29% (19,484) -28% Total $58,570 100% $70,449 100% Net Cannabis Revenue by Market Channel in Constant Currency Three months ended Three months ended August 31, 2022 August 31, 2022 (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 products $6,831 11% $8,374 12% Revenue from Canadian adult-use cannabis products 60,421 98% 69,593 99% Revenue from wholesale cannabis products 412 1% 1,700 2% Revenue from international cannabis products 11,869 19% 10,266 15% Less excise taxes (17,954) -29% (19,484) -28% Total $61,579 100% $70,449 100% Other Financial Information: Key Operating Metrics For the three months ended August 31, (in thousands of U.S. dollars) 2022 2021 Net cannabis revenue $58,570 $70,449 Net beverage alcohol revenue 20,654 15,461 Distribution revenue 60,585 67,186 Wellness revenue 13,402 14,927 Cannabis costs 28,861 40,190 Beverage alcohol costs 10,849 6,663 Distribution costs 54,984 59,290 Wellness costs 9,903 10,925 Adjusted gross profit (excluding PPA step-up) (1) 49,721 50,955 Cannabis gross margin 51% 43% Beverage alcohol adjusted gross margin (excluding PPA step-up) (1) 47% 57% Distribution gross margin 9% 12% Wellness gross margin 26% 27% Adjusted EBITDA (1) $13,531 $12,697 Cash and cash equivalents 490,643 376,297 Working capital 637,623 317,789 Other Financial Information: Gross Margin and Adjusted Gross Margin For the three months ended August 31, 2022 (In thousands of U.S. dollars) Cannabis Beverage Distribution Wellness Total Net revenue $58,570 $20,654 $60,585 $13,402 $153,211 Cost of goods sold 28,861 10,849 54,984 9,903 104,597 Gross profit 29,709 9,805 5,601 3,499 48,614 Gross margin 51% 47% 9% 26% 32% Adjustments: Purchase price accounting step-up - 1,107 - - 1,107 Adjusted gross profit 29,709 10,912 5,601 3,499 49,721 Adjusted gross margin 51% 53% 9% 26% 32% For the three months ended August 31, 2021 (In thousands of U.S. dollars) Cannabis Beverage Distribution Wellness Total Net revenue $70,449 $15,461 $67,186 $14,927 $168,023 Cost of goods sold 40,190 6,663 59,290 10,925 117,068 Gross profit 30,259 8,798 7,896 4,002 50,955 Gross margin 43% 57% 12% 27% 30% Adjustments: Purchase price accounting step-up - - - - - Adjusted gross profit 30,259 8,798 7,896 4,002 50,955 Adjusted gross margin 43% 57% 12% 27% 30% Other Financial Information: Adjusted Earnings before Interest, Taxes, and Amortization For the three months (In thousands of U.S. dollars) ended August 31, Change % Change Adjusted EBITDA reconciliation: 2022 2021 2022 vs. 2021 Net loss $(65,794) $(34,604) $(31,190) 90% Income taxes 7,211 4,762 2,449 51% Interest expense, net 4,413 10,170 (5,757) (57)% Non-operating income (expense), net 32,992 (49,697) 82,689 (166)% Amortization 34,069 39,333 (5,264) (13)% Stock-based compensation 9,193 9,417 (224) (2)% Change in fair value of contingent consideration 211 837 (626) NM Purchase price accounting step-up 1,107 — 1,107 NM Facility start-up and closure costs 1,800 6,200 (4,400) (71)% Lease expense 700 700 — 0% Litigation costs 445 1,194 (749) (63)% Transaction (income) costs (12,816) 24,385 (37,201) (153)% Adjusted EBITDA $13,531 $12,697 $834 7% Adjusted Net Loss For the three months (In thousands of U.S. dollars) ended August 31, Adjusted net loss reconciliation: 2022 2021 Net loss $(65,794) $(34,604) Non-operating income (expense), net 32,992 $(49,697) Change in fair value of contingent consideration 211 837 Litigation costs 445 1,194 Transaction (income) costs (12,816) 24,385 Adjusted net loss $(44,962) $(57,885) Adjusted net loss per share - basic and diluted $(0.08) $(0.13) Free Cash Flow For the three months (In thousands of U.S. dollars) ended August 31, Free cash flow 2022 2021 Net cash provided by (used in) operating activities $(46,269) $(93,227) Less: investments in capital and intangible assets, net (1,537) (8,620) Free cash flow $(47,806) $(101,847)
