TLRY Tilray Brands Inc

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):  July 29, 2024

_______________________________

Tilray Brands, Inc.

(Exact name of registrant as specified in its charter)

_______________________________

Delaware	001-38594	82-4310622
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

265 Talbot Street West

Leamington, Ontario N8H 4H3

(Address of Principal Executive Offices) (Zip Code)

(844) 845-7291

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

_______________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

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. ☐

SIGNATURE

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

	Tilray Brands, Inc.
Date: July 29, 2024	By:	/s/ Mitchell Gendel
		Mitchell Gendel
		Global General Counsel

 

EXHIBIT 99.1

Tilray Brands Reports Record Financial Results, Achieves 26% Net Revenue Growth

Record Fiscal 2024 Gross Profit

Reduced Net Convertible Debt by ~$300 Million in Fiscal 2024

Fiscal 2024 Net Revenue Reaches $789 Million, Led by Cannabis Net Revenue of $273 Million and Beverage-Alcohol Net Revenue of $202 Million

Successfully Executing on Diversified Lifestyle Business Strategy;
Tilray Cannabis, Tilray Beverages, Tilray Spirits and Tilray Wellness

NEW YORK and LEAMINGTON, Ontario, and NEÜMUNSTER, Germany, July 29, 2024 (GLOBE NEWSWIRE) -- Tilray Brands, Inc. (“Tilray”, “our”, “we” or the “Company”) (Nasdaq: TLRY; TSX: TLRY), a global lifestyle consumer packaged goods company elevating lives through moments of connection, today reported financial results for its fourth quarter and fiscal year ended May 31, 2024.

Irwin D. Simon, Chairman and Chief Executive Officer, stated, “Tilray Brands is leading the convergence of cannabis, beverages, and wellness on a global scale. In Fiscal 2024, the Company achieved remarkable growth across its businesses, with a 26% increase in net revenue over the prior year, record-breaking performance in gross profit and adjusted EBITDA, and generated positive adjusted free cash flow for the fiscal year. We have also significantly reduced our net convertible debt by ~$300 million and surpassed our cost-savings synergy target, which has strengthened our balance sheet. These results were driven by our successful execution of our diversification strategy, which we started in 2020, and the hard work of our team.”

Mr. Simon continued, “Tilray Brands also successfully completed three acquisitions - the eight iconic craft brands from Anheuser-Busch Companies, LLC., HEXO Corp., and Truss Beverage Co. These acquisitions were strategic in fortifying Tilray’s house of brands, strengthening our operations, and positioning the Company as a leader across several industries and regions. In the U.S., Tilray Beverages is the 5th¹ largest craft brewer and Tilray Wellness is the leader in hemp products. In Canada, Tilray Cannabis holds the #1 recreational cannabis market share, while in Europe, it is the market leader in medical cannabis. Leading the convergence of cannabis, beverages, and wellness, Tilray Brands is poised to continue to disrupt the CPG industry globally.”

Financial Highlights – 2024 Fiscal Fourth Quarter

• Net revenue increased 25% to $229.9 million in the fourth quarter compared to $184.2 million in the prior year quarter.

• Gross profit was $82.4 million in the fourth quarter compared to $67.2 million in the prior year quarter. Gross margin and adjusted gross margin² were both 36%.
• Beverage-alcohol net revenue increased 137% to $76.7 million in the fourth quarter from $32.4 million in the prior year quarter. The increase was led by new product innovation and contributions from our Craft Acquisition brands.
  • Beverage-alcohol gross profit increased 146% to $40.8 million in the fourth quarter from $16.6 million in the prior year quarter. Adjusted beverage-alcohol gross profit increased 130% to $41.0 million from $17.8 million in the prior year quarter.
  • Beverage-alcohol gross margin increased to 53% in the fourth quarter compared to 51% in the prior year quarter and adjusted gross beverage alcohol margin² was 53% in the fourth quarter compared to 55% in the prior year quarter.
• Cannabis net revenue increased 12% to $71.9 million in the fourth quarter compared to $64.4 million in the prior year quarter, driven in part by the acquisitions of HEXO and Truss.
  • Cannabis gross profit and adjusted gross profit² decreased to $28.8 million in the fourth quarter from $39.5 million in the prior year quarter.
  • Cannabis gross margin and adjusted gross margin² were 40% in the fourth quarter compared to 61% in the prior year quarter. A substantial portion of the decrease is a result of the completion of the HEXO advisory services agreement in Q1 fiscal 2024.
• Distribution net revenue was $65.6 million in the fourth quarter compared to $72.6 million in the prior year quarter. The decrease was driven by management’s focus on discontinuing less profitable product lines demonstrated by Distribution’s gross margin increasing to 12% in the fourth quarter compared to 9% in the prior year quarter.
• Wellness net revenue increased 6% to $15.7 million in the fourth quarter from $14.8 million in the prior year quarter.
• Net loss narrowed to ($15.4) million in the fourth quarter compared to net loss of ($119.8) million in the prior year quarter, almost all of which is a result of non-cash expenses. Adjusted net income² was $35.1 million in the fourth quarter compared to a loss of ($11.8) million in the prior year quarter
• Net loss per share narrowed to ($0.04) compared to ($0.15) in the prior year quarter. Adjusted net income (loss) per share² was $0.04 compared to a loss of ($0.02) in the prior year quarter.
• Adjusted EBITDA² increased 37% to $29.5 million in the fourth quarter compared to $21.5 million in the prior year quarter.
  

Financial Highlights – 2024 Fiscal Year

• Net revenue increased 26% to $788.9 million in fiscal 2024 compared to $627.1 million in the prior fiscal year.

• Gross profit was $223.4 million, while adjusted gross profit² increased 14% to $235.6 million in fiscal 2024. Gross margin was 28% and adjusted gross margin² was 30%.
• Beverage-alcohol net revenue increased 113% to $202.1 million in fiscal 2024 from $95.1 million in the prior fiscal year.
  • Beverage-alcohol gross profit increased 91% to $88.6 million in fiscal 2024 from $46.3 million in the prior fiscal year. Adjusted beverage-alcohol gross profit² increased to $93.2 million from $50.8 million in the prior fiscal year.
  • Beverage-alcohol gross margin was 44% in fiscal 2024 compared to 49% in the prior fiscal year and adjusted gross beverage alcohol margin² was 46% in fiscal 2024 compared to 53% in the prior fiscal year, reflecting lower contribution margins from the acquired brands.
• Cannabis net revenue increased 24% to $272.8 million in fiscal 2024 compared to $220.4 million in the prior fiscal year, reflecting the acquisitions of HEXO and Truss as well as growth across international markets.
  • Cannabis gross profit increased to $90.2 million in fiscal 2024 from $57.7 million in the prior fiscal year. Adjusted gross profit² was $97.8 million compared to $112.7 million in the prior fiscal year as a result of the advisory service agreement concluding in Q1 fiscal 2024.
  • Cannabis gross margin was 33% in fiscal 2024 compared to 26% in the prior fiscal year. Adjusted cannabis gross margin² was 36% compared to 51% in the prior fiscal year.
• Distribution net revenue and gross margin remained consistent at ~$259 million and 11% in fiscal 2024 compared to the prior fiscal year.
• Wellness net revenue increased 5% to $55.3 million in fiscal 2024 from $52.8 million in the prior fiscal year.
  • Wellness gross margin was 30% in fiscal 2024 compared to 29% in the prior fiscal year.
• Net loss decreased to ($222.4) million in fiscal 2024 compared to net loss of $(1.4) billion in the prior fiscal year, almost all of which is a result of non-cash expenses. Net loss per share narrowed to $(0.33) and improved compared to a net loss of $(2.35) in the prior fiscal year.
• Adjusted net income² increased to $6.2 million in fiscal 2024 compared to adjusted net income² of $0.4 million in the prior fiscal year. Adjusted net income per share² narrowed to $0.01 compared to $0.00 in the prior fiscal year.
• Adjusted EBITDA² increased to $60.5 million in fiscal 2024 compared to $58.7 million in the prior fiscal year.
• Strong financial liquidity position of ~$260.5 million, consisting of $228.3 million in cash and $32.2 million in marketable securities.
• Reduced outstanding principal of the net convertible debt by $291.0 million compared to the previous fiscal year.
• Net cash used in operating activities was $(30.9) million in fiscal 2024 compared to $7.9 million net cash from operating activities in the prior year.
• Adjusted free cash flow² of $6.6 million in fiscal 2024 compared to $19.1 million in the prior year.

Live Audio Webcast

Tilray Brands will host a webcast to discuss these results today at 4:30 p.m. Eastern Time. Investors may join the live webcast available on the Investors section of the Company’s website at www.Tilray.com. A replay will be available and archived on the Company’s website.

About Tilray Brands

Tilray Brands, Inc. (“Tilray”) (Nasdaq: TLRY; TSX: TLRY), is a leading global lifestyle and consumer packaged goods company with operations in Canada, the United States, Europe, Australia, and Latin America that is leading as a transformative force at the nexus of cannabis, beverage, wellness, and entertainment, elevating lives through moments of connection. Tilray’s mission is to be a leading premium lifestyle company with a house of brands and innovative products that inspire joy, wellness and create memorable experiences. Tilray’s unprecedented platform supports over 40 brands in over 20 countries, including comprehensive cannabis offerings, hemp-based foods, and craft beverages.

For more information on how we are elevating lives through moments of connection, visit Tilray.com and follow @Tilray on all social platforms.

Cautionary Statement Concerning Forward-Looking Statements

Certain statements in this press release constitute forward-looking information or forward-looking statements (together, “forward-looking statements”) under Canadian securities laws and within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are intended to be subject to the “safe harbor” created by those sections and other applicable laws. Forward-looking statements can be identified by words such as “forecast,” “future,” “should,” “could,” “enable,” “potential,” “contemplate,” “believe,” “anticipate,” “estimate,” “plan,” “expect,” “intend,” “may,” “project,” “will,” “would” and the negative of these terms or similar expressions, although not all forward-looking statements contain these identifying words. Certain material factors, estimates, goals, projections or assumptions were used in drawing the conclusions contained in the forward-looking statements throughout this communication.

Forward-looking statements include statements regarding our intentions, beliefs, projections, outlook, analyses or current expectations concerning, among other things: the Company’s ability to become a leading lifestyle consumer packaged goods company; the Company’s ability to become a leading beverage alcohol Company; the Company’s ability to achieve long term profitability; the Company’s ability to achieve operational scale, market share, distribution, profitability and revenue growth in particular business lines and markets; the Company’s ability to successfully achieve revenue growth, margin and profitability improvements, production and supply chain efficiencies, synergies and cost savings; the Company’s expected revenue growth, sales volume, profitability, synergies and accretion related to any of its acquisitions; expected opportunities in the U.S., including upon U.S. federal cannabis legalization or rescheduling; the Company’s anticipated investments and acquisitions, including in organic and strategic growth, partnership efforts, product offerings and other initiatives; and the Company’s ability to commercialize new and innovative products.

Many factors could cause actual results, performance or achievement to be materially different from any forward-looking statements, and other risks and uncertainties not presently known to the Company or that the Company deems immaterial could also cause actual results or events to differ materially from those expressed in the forward-looking statements contained herein. For a more detailed discussion of these risks and other factors, see the most recently filed annual information form of the Company and the Annual Report on Form 10-K (and other periodic reports filed with the SEC) of the Company made with the SEC and available on EDGAR. The forward-looking statements included in this communication are made as of the date of this communication and the Company does not undertake any obligation to publicly update such forward-looking statements to reflect new information, subsequent events or otherwise unless required by applicable securities laws.

Use of Non-U.S. GAAP Financial Measures

This press release and the accompanying tables include non-GAAP financial measures, including Adjusted gross margin (consolidated and for each of our reporting segments), Adjusted gross profit (consolidated and for each of our reporting segments), Adjusted EBITDA, Adjusted net income (loss), Adjusted net income (loss) per share , free cash flow, adjusted free cash flow, constant currency presentations of revenue and cash and marketable securities. Management believes that the non-GAAP financial measures presented provide useful additional information to investors about current trends in the Company's operations and are useful for period-over-period comparisons of operations. These non-GAAP financial measures should not be considered in isolation or as a substitute for the comparable GAAP measures. In addition, these non-GAAP measures may not be the same as similar measures provided by other companies due to potential differences in methods of calculation and items being excluded. They should be read only in connection with the Company's Consolidated Statements of Operations and Cash Flows presented in accordance with GAAP.

Certain forward-looking non-GAAP financial measures included in this press release are not reconciled to the comparable forward-looking GAAP financial measures. The Company is not able to reconcile these forward-looking non-GAAP financial measures to their most directly comparable forward-looking GAAP financial measures without unreasonable efforts because the Company is unable to predict with a reasonable degree of certainty the type and extent of certain items that would be expected to impact GAAP measures but would not impact the non-GAAP measures. Such items may include litigation and related expenses, transaction costs, impairments, foreign exchange movements and other items. The unavailable information could have a significant impact on the Company's GAAP financial results.

The Company believes presenting net sales at constant currency provides useful information to investors because it provides transparency to underlying performance in the Company's consolidated net sales by excluding the effect that foreign currency exchange rate fluctuations have on period-to-period comparability given the volatility in foreign currency exchange markets. To present this information for historical periods, current period net sales for entities reporting in currencies other than the U.S. dollar are translated into U.S. dollars at the average monthly exchange rates in effect during the corresponding period of the prior fiscal year, rather than at the actual average monthly exchange rate in effect during the current period of the current fiscal year. As a result, the foreign currency impact is equal to the current year results in local currencies multiplied by the change in average foreign currency exchange rate between the current fiscal period and the corresponding period of the prior fiscal year.

Adjusted EBITDA is calculated as net income (loss) before income tax benefits, net; interest expense, net; non-operating income (expense), net; amortization; stock-based compensation; change in fair value of contingent consideration; purchase price accounting step-up; impairments; inventory valuation allowance; Other than temporary change in fair value of convertible notes receivable; facility start-up and closure costs; litigation costs; restructuring costs, transaction (income) costs and (Gain) loss on sale of capital assets – non-operating facility. A reconciliation of Adjusted EBITDA to net loss, the most directly comparable GAAP measure, has been provided in the financial statement tables included below in this press release. Historically, we have included lease expenses for leases that were treated differently under IFRS 16 and ASC 842 in the calculation of adjusted EBITDA, aiming to align our definition with industry peers reporting under IFRS. The decision to include these lease expenses in the Company's definition of adjusted EBITDA was based on our efforts to maintain comparability with peers. However, as the Company has continued to diversify, particularly with strategic acquisitions such as the newly acquired beverage alcohol business portfolio, this comparison is no longer relevant, accordingly, we are no longer including this adjustment. Had the Company continued to include lease expenses that were treated differently under IFRS 16 and ASC 842, the impact to adjusted EBITDA would have been $4.6 million for the year ended May 31, 2024. In comparison, under the previous reconciliation, the impact to adjusted EBITDA would have been $2.8 million and $3.1 for the years ended May 31, 2023, and May 31, 2022, respectively.

Adjusted net income (loss) is calculated as net loss attributable to stockholders of Tilray Brands, Inc., less; non-operating income (expense), net; amortization; stock-based compensation; change in fair value of contingent consideration; impairments; inventory valuation allowance; Other than temporary change in fair value of convertible notes receivable, attributable to stockholders of Tilray Brands, Inc. facility start-up and closure costs; litigation costs; restructuring costs and transaction (income) costs. A reconciliation of Adjusted net income (loss) to net loss attributable to stockholders of Tilray Brands, Inc., the most directly comparable GAAP measure, has been included below in this press release.

Adjusted net income (loss) per share is calculated as net loss attributable to stockholders of Tilray Brands, Inc., net; non-operating income (expense), net; amortization; stock-based compensation; change in fair value of contingent consideration; facility start-up and closure costs; litigation costs; restructuring costs and transaction (income) costs, divided by weighted average number of common shares outstanding. A reconciliation of Adjusted net income (loss) per share to net loss attributable to stockholders of Tilray Brands, Inc., the most directly comparable GAAP measure, has been included below in this press release. Adjusted net income (loss) per share is not calculated in accordance with GAAP and should not be considered an alternative for GAAP net income (loss) per share or as a measure of liquidity.

Adjusted gross profit (consolidated and for each of our reporting segments), is calculated as gross profit adjusted to exclude the impact of purchase price accounting valuation step-up and inventory valuation adjustments. A reconciliation of Adjusted gross profit, excluding purchase price accounting valuation step-up and inventory valuation adjustments, to gross profit, the most directly comparable GAAP measure, has been provided in the financial statement tables included above in this press release. Adjusted gross margin (consolidated and for each of our reporting segments), excluding purchase price accounting valuation step-up and inventory valuation adjustments, is calculated as revenue less cost of sales adjusted to add back amortization of inventory step-up and inventory valuation adjustments, divided by revenue. A reconciliation of Adjusted gross margin, excluding purchase price accounting valuation step-up and inventory valuation allowance, to gross margin, the most directly comparable GAAP measure, has been provided in the financial statement tables included above in this press release.

Free cash flow is comprised of two GAAP measures which are net cash flow provided by (used in) operating activities less investments in capital and intangible assets, net. A reconciliation of net cash flow provided by (used in) operating activities to free cash flow, the most directly comparable GAAP measure, has been provided in the financial statement tables included above in this press release. Adjusted free cash flow is comprised of two GAAP measures which are net cash flow provided by (used in) operating activities less investments in capital and intangible assets, net, and the exclusion of growth CAPEX from investments in capital and intangible assets, net, which excludes the amount of capital expenditures that are considered to be associated with growth of future operations rather than to maintain the existing operations of the Company, and excludes our integration costs related to HEXO and the Craft Acquisition and the cash income taxes related to Aphria Diamond to align with management’s prescribed guidance. A reconciliation of net cash flow provided by (used in) operating activities to adjusted free cash flow, the most directly comparable GAAP measure, has been provided in the financial statement tables included above in this press release.

Constant currency presentations of revenue are used to normalize the effects of foreign currency. To present this information for historical periods, current period net sales for entities reporting in currencies other than the U.S. Dollar are translated into U.S. Dollars at the average monthly exchange rates in effect during the corresponding period of the prior fiscal year rather than at the actual average monthly exchange rate in effect during the current period of the current fiscal year. As a result, the foreign currency impact is equal to the current year results in local currencies multiplied by the change in average foreign currency exchange rate between the current fiscal period and the corresponding period of the prior fiscal year. A reconciliation of prior year revenue to constant currency revenue the most directly comparable GAAP measure, has been provided in the financial statement tables included above in this press release.

Cash and marketable securities are comprised of two GAAP measures, cash and cash equivalents added to marketable securities. The Company’s management believes that this presentation provides useful information to management, analysts and investors regarding certain additional financial and business trends relating to its short-term liquidity position by combing these two GAAP metrics.

Contacts:
Media:
news@tilray.com

Investors:
Investors@tilra.com

¹ Circana volume sales L26W ending 7/7/24
² Adjusted EBITDA, Adjusted gross margin, Adjusted net income, adjusted gross profit and adjusted gross margin for each of our segments, and Adjusted net income (loss) are non-GAAP financial measures. See “Reconciliation of Non-GAAP Financial Measures to GAAP Measures” below for a reconciliation of these Non-GAAP Measures to our most comparable GAAP measure.

Consolidated Statements of Financial Position
		May 31,				May 31,
(in thousands of US dollars)		2024				2023
Assets
Current assets
Cash and cash equivalents		$	228,340			$	206,632
Marketable securities			32,182				241,897
Accounts receivable, net			101,695				86,227
Inventory			252,087				200,551
Prepaids and other current assets			31,332				37,722
Assets held for sale			32,074				—
Total current assets			677,710				773,029
Capital assets			558,247				429,667
Operating lease, right-of-use assets			16,101				5,941
Intangible assets			915,469				973,785
Goodwill			2,008,884				2,008,843
Interest in equity investees			—				4,576
Long-term investments			7,859				7,795
Convertible notes receivable			32,000				103,401
Other assets			5,395				222
Total assets		$	4,221,665			$	4,307,259
Liabilities
Current liabilities
Bank indebtedness		$	18,033			$	23,381
Accounts payable and accrued liabilities			241,957				190,682
Contingent consideration			15,000				16,218
Warrant liability			3,253				1,817
Current portion of lease liabilities			5,091				2,423
Current portion of long-term debt			15,506				24,080
Current portion of convertible debentures payable			330				174,378
Total current liabilities			299,170				432,979
Long - term liabilities
Contingent consideration			—				10,889
Lease liabilities			60,422				7,936
Long-term debt			158,352				136,889
Convertible debentures payable			129,583				221,044
Deferred tax liabilities, net			130,870				167,364
Other liabilities			90				215
Total liabilities			778,487				977,316
Stockholders' equity
Common stock ($0.0001 par value; 1,198,000,000 common shares authorized; 831,925,373 and 656,655,455 common shares issued and outstanding, respectively)			83				66
Preferred shares ($0.0001 par value; 10,000,000 preferred shares authorized; nil and nil preferred shares issued and outstanding, respectively)			—				—
Additional paid-in capital			6,146,810				5,777,743
Accumulated other comprehensive loss			(43,499	)			(46,610	)
Accumulated Deficit			(2,660,488	)			(2,415,507	)
Total Tilray Brands, Inc. stockholders' equity			3,442,906				3,315,692
Non-controlling interests			272				14,251
Total stockholders' equity			3,443,178				3,329,943
Total liabilities and stockholders' equity		$	4,221,665			$	4,307,259

Condensed Consolidated Statements of Net Income (Loss) and Comprehensive Income (Loss)
	For the three months ended May 31,								Change				%  Change		For the twelve months ended May 31,								Change				%  Change
(in thousands of U.S. dollars, except for per share data)		2024				2023			2024 vs. 2023							2024				2023			2024 vs. 2023
Net revenue	$	229,882			$	184,188			$	45,694			25%		$	788,942			$	627,124			$	161,818			26%
Cost of goods sold		147,532				117,025				30,507			26%			565,591				480,164				85,427			18%
Gross profit		82,350				67,163				15,187			23%			223,351				146,960				76,391			52%
Operating expenses:
General and administrative		43,589				47,774				(4,185	)		(9)%			167,358				165,159				2,199			1%
Selling		12,796				9,048				3,748			41%			37,233				34,840				2,393			7%
Amortization		19,052				21,617				(2,565	)		(12)%			84,752				93,489				(8,737	)		(9)%
Marketing and promotion		12,999				7,800				5,199			67%			41,933				30,937				10,996			36%
Research and development		394				180				214			119%			635				682				(47	)		(7)%
Change in fair value of contingent consideration		1,000				292				708			242%			(15,790	)			855				(16,645	)		(1,947)%
Impairments		—				—				—			NM			—				934,000				(934,000	)		(100)%
Other than temporary change in fair value of convertible notes receivable		—				64,954				(64,954	)		(100)%			42,681				246,330				(203,649	)		(83)%
Litigation costs, net of recoveries		(188	)			1,465				(1,653	)		(113)%			8,251				(505	)			8,756			(1,734)%
Restructuring costs		6,833				(1,482	)			8,315			(561)%			15,581				9,245				6,336			69%
Transaction costs (income), net		2,401				5,495				(3,094	)		(56)%			15,462				1,613				13,849			859%
Total operating expenses		98,876				157,143				(58,267	)		(37)%			398,096				1,516,645				(1,118,549	)		(74)%
Operating loss		(16,526	)			(89,980	)			73,454			(82)%			(174,745	)			(1,369,685	)			1,194,940			(87)%
Interest expense, net		(9,456	)			(5,027	)			(4,429	)		88%			(36,433	)			(13,587	)			(22,846	)		168%
Non-operating income (expense), net		(17,022	)			(16,680	)			(342	)		2%			(37,842	)			(66,909	)			29,067			(43)%
Loss before income taxes		(43,004	)			(111,687	)			68,683			(61)%			(249,020	)			(1,450,181	)			1,201,161			(83)%
Income tax (recovery) expense		(27,629	)			8,132				(35,761	)		(440)%			(26,616	)			(7,181	)			(19,435	)		271%
Net loss	$	(15,375	)		$	(119,819	)		$	104,444			(87)%		$	(222,404	)		$	(1,443,000	)			1,220,596			(85)%
Net loss per share - basic and diluted	$	(0.04	)		$	(0.15	)		$	0.11			(73)%		$	(0.33	)		$	(2.35	)		$	2.02			(86)%

Condensed Consolidated Statements of Cash Flows
		For the twelve months
		Ended May 31,								Change				% Change
(in thousands of US dollars)			2024				2023			2024 vs. 2023
Cash provided by (used in) operating activities:
Net loss		$	(222,404	)		$	(1,443,000	)		$	1,220,596			(85)%
Adjustments for:
Deferred income tax recovery			(38,872	)			(31,953	)			(6,919	)		22%
Unrealized foreign exchange (gain) loss			3,756				17,768				(14,012	)		(79)%
Amortization			126,913				130,149				(3,236	)		(2)%
Gain on sale of capital assets			(4,198	)			(48	)			(4,150	)		8,646%
Accretion of convertible debt discount			14,459				3,848				10,611			276%
Inventory valuation write down			—				55,000				(55,000	)		(100)%
Impairments			—				934,001				(934,001	)		(100)%
Other than temporary change in fair value of convertible notes receivable			42,681				246,330				(203,649	)		(83)%
Other non-cash items			13,626				11,406				2,220			19%
Stock-based compensation			31,769				39,595				(7,826	)		(20)%
Loss on long-term investments & equity investments			4,855				2,190				2,665			122%
(Gain) loss on derivative instruments			21,172				27,365				(6,193	)		(23)%
Change in fair value of contingent consideration			(15,790	)			855				(16,645	)		(1,947)%
Change in non-cash working capital:
Accounts receivable			(6,575	)			4,168				(10,743	)		(258)%
Prepaids and other current assets			13,069				3,122				9,947			319%
Inventory			(15,578	)			(12,934	)			(2,644	)		20%
Accounts payable and accrued liabilities			212				20,044				(19,832	)		(99)%
Net cash provided by (used in) operating activities			(30,905	)			7,906				(38,811	)		(491)%
Cash provided by (used in) investing activities:
Investment in capital and intangible assets			(29,249	)			(20,800	)			(8,449	)		41%
Proceeds from disposal of capital and intangible assets			8,509				4,304				4,205			98%
Disposal (purchase) of marketable securities, net			209,715				(241,897	)			451,612			(187)%
Business acquisitions, net of cash acquired			(60,626	)			(26,718	)			(33,908	)		127%
Net cash provided by (used in) investing activities			128,349				(285,111	)			413,460			(145)%
Cash provided by (used in) financing activities:
Share capital issued, net of cash issuance costs			8,619				129,593				(120,974	)		(93)%
Shares effectively repurchased for employee withholding tax			—				(1,189	)			1,189			(100)%
Proceeds from long-term debt			32,621				1,288				31,333			2,433%
Repayment of long-term debt			(22,402	)			(21,336	)			(1,066	)		5%
Proceeds from convertible debt			21,553				145,052				(123,499	)		(85)%
Repayment of convertible debt			(107,330	)			(187,394	)			80,064			(43)%
Repayment of lease liabilities			(2,900	)			(1,114	)			(1,786	)		160%
Net increase (decrease) in bank indebtedness			(5,348	)			5,258				(10,606	)		(202)%
Net cash provided by (used in) financing activities			(75,187	)			70,158				(145,345	)		(207)%
Effect of foreign exchange on cash and cash equivalents			(549	)			(2,230	)			1,681			(75)%
Net decrease in cash and cash equivalents			21,708				(209,277	)			230,985			(110)%
Cash and cash equivalents, beginning of period			206,632				415,909				(209,277	)		(50)%
Cash and cash equivalents, end of period		$	228,340			$	206,632			$	21,708			11%

Net Revenue by Operating Segment
(In thousands of U.S. dollars)		For the three months ended May 31, 2024				% of Total Revenue		For the three months ended May 31, 2023				% of Total Revenue		For the year ended May 31, 2024				% of Total Revenue		For the year ended May 31, 2023				% of Total Revenue
Beverage alcohol business		$	76,739			33%		$	32,404			18%		$	202,094			25%		$	95,093			15%
Cannabis business			71,919			31%			64,413			35%			272,798			35%			220,430			35%
Distribution business			65,566			29%			72,612			39%			258,740			33%			258,770			41%
Wellness business			15,658			7%			14,759			8%			55,310			7%			52,831			9%
Total net revenue		$	229,882			100%		$	184,188			100%		$	788,942			100%		$	627,124			100%
Net Revenue by Operating Segment in Constant Currency
		For the three months ended May 31, 2024						For the three months ended May 31, 2023						For the year ended May 31, 2024						For the year ended May 31, 2023
(In thousands of U.S. dollars)		as reported in constant currency				% of Total Revenue		as reported in constant currency				% of Total Revenue		as reported in constant currency				% of Total Revenue		as reported in constant currency				% of Total Revenue
Beverage alcohol business		$	76,739			33%		$	32,404			18%		$	202,094			25%		$	95,093			15%
Cannabis business			72,577			31%			64,413			35%			274,763			35%			220,430			35%
Distribution business			69,209			29%			72,612			39%			259,671			33%			258,770			41%
Wellness business			15,689			7%			14,759			8%			55,533			7%			52,831			9%
Total net revenue		$	234,214			100%		$	184,188			100%		$	792,061			100%		$	627,124			100%
Net Cannabis Revenue by Market Channel
(In thousands of U.S. dollars)		For the three months ended May 31, 2024				% of Total Revenue		For the three months ended May 31, 2023				% of Total Revenue		For the year ended May 31, 2024				% of Total Revenue		For the year ended May 31, 2023				% of Total Revenue
Revenue from Canadian medical cannabis		$	6,418			9%		$	6,080			9%		$	25,211			9%		$	25,000			11%
Revenue from Canadian adult-use cannabis			61,496			86%			58,256			90%			266,846			98%			214,319			97%
Revenue from wholesale cannabis			12,992			18%			750			1%			25,340			9%			1,436			1%
Revenue from international cannabis			13,110			18%			15,725			24%			53,295			20%			43,559			20%
Less excise taxes			(22,097	)		(31)%			(16,398	)		(24)%			(97,894	)		(36)%			(63,884	)		(29)%
Total		$	71,919			100%		$	64,413			100%		$	272,798			100%		$	220,430			100%
Net Cannabis Revenue by Market Channel in Constant Currency
		For the three months ended May 31, 2024						For the three months ended May 31, 2024						For the year ended May 31, 2024						For the year ended May 31, 2024
(In thousands of U.S. dollars)		as reported in constant currency				% of Total Revenue		as reported in constant currency				% of Total Revenue		as reported in constant currency				% of Total Revenue		as reported in constant currency				% of Total Revenue
Revenue from Canadian medical cannabis		$	6,447			9%		$	6,080			9%		$	25,441			10%		$	25,000			11%
Revenue from Canadian adult-use cannabis			61,826			85%			58,256			90%			269,534			98%			214,319			97%
Revenue from wholesale cannabis			13,092			18%			750			1%			25,651			9%			1,436			1%
Revenue from international cannabis			13,427			19%			15,725			24%			53,036			19%			43,559			20%
Less excise taxes			(22,215	)		(31)%			(16,398	)		(24)%			(98,899	)		(36)%			(63,884	)		(29)%
Total		$	72,577			100%		$	64,413			100%		$	274,763			100%		$	220,430			100%

Other Financial Information: Gross Margin and Adjusted Gross Margin
		For the three months ended May 31, 2024
(In thousands of U.S. dollars)		Beverage				Cannabis				Distribution				Wellness				Total
Net revenue		$	76,739			$	71,919			$	65,566			$	15,658			$	229,882
Cost of goods sold			35,907				43,087				57,750				10,788				147,532
Gross profit			40,832				28,832				7,816				4,870				82,350
Gross margin			53	%			40	%			12	%			31	%			36	%
Adjustments:
Purchase price accounting step-up			176				—				—				—				176
Adjusted gross profit			41,008				28,832				7,816				4,870				82,526
Adjusted gross margin			53	%			40	%			12	%			31	%			36	%
		For the three months ended May 31, 2023
(In thousands of U.S. dollars)		Beverage				Cannabis				Distribution				Wellness				Total
Net revenue		$	32,404			$	64,413			$	72,612			$	14,759			$	184,188
Cost of goods sold			15,838				24,955				65,866				10,366				117,025
Gross profit			16,566				39,458				6,746				4,393				67,163
Gross margin			51	%			61	%			9	%			30	%			36	%
Adjustments:
Purchase price accounting step-up			1,259				—				—				—				1,259
Adjusted gross profit			17,825				39,458				6,746				4,393				68,422
Adjusted gross margin			55	%			61	%			9	%			30	%			37	%
		For the twelve months ended May 31, 2024
(In thousands of U.S. dollars)		Beverage				Cannabis				Distribution				Wellness				Total
Net revenue		$	202,094			$	272,798			$	258,740			$	55,310			$	788,942
Cost of goods sold			113,522				182,594				230,596				38,879				565,591
Gross profit			88,572				90,204				28,144				16,431				223,351
Gross margin			44	%			33	%			11	%			30	%			28	%
Adjustments:
Purchase price accounting step-up			4,602				7,628				—				—				12,230
Adjusted gross profit			93,174				97,832				28,144				16,431				235,581
Adjusted gross margin			46	%			36	%			11	%			30	%			30	%
		For the twelve months ended May 31, 2023
(In thousands of U.S. dollars)		Beverage				Cannabis				Distribution				Wellness				Total
Net revenue		$	95,093			$	220,430			$	258,770			$	52,831			$	627,124
Cost of goods sold			48,770				162,755				231,309				37,330				480,164
Gross profit			46,323				57,675				27,461				15,501				146,960
Gross margin			49	%			26	%			11	%			29	%			23	%
Adjustments:
Inventory valuation adjustments			—				55,000				—				—				55,000
Purchase price accounting step-up			4,482				—				—				—				4,482
Adjusted gross profit			50,805				112,675				27,461				15,501				206,442
Adjusted gross margin			53	%			51	%			11	%			29	%			33	%

Other Financial Information: Adjusted Earnings Before Interest, Taxes and Amortization
		For the three months ended May 31,								Change				% Change		For the year ended May 31,								Change			% Change
(In thousands of U.S. dollars)			2024				2023			2024 vs. 2023							2024				2023			2024 vs. 2023
Net loss		$	(15,375	)		$	(119,819	)		$	104,444			(87)%		$	(222,404	)		$	(1,443,000	)		$	1,220,596		(85)%
Income tax (recovery) expense			(27,629	)			8,132				(35,761	)		(440)%			(26,616	)			(7,181	)			(19,435	)	271%
Interest expense, net			9,456				5,027				4,429			88%			36,433				13,587				22,846		168%
Non-operating income (expense), net			17,022				16,680				342			0,002%			37,842				66,909				(29,067	)	(43)%
Amortization			31,730				28,993				2,737			9%			126,913				130,149				(3,236	)	(2)%
Stock-based compensation			7,252				9,829				(2,577	)		(26)%			31,769				39,595				(7,826	)	(20)%
Change in fair value of contingent consideration			1,000				292				708			0,242%			(15,790	)			855				(16,645	)	(1,947)%
Impairments			—				—				—			NM			—				934,000				(934,000	)	(100)%
Other than temporary change in fair value of convertible notes receivable			—				64,954				(64,954	)		(100)%			42,681				246,330				(203,649	)	(83)%
Inventory valuation adjustments			—				—				—			NM			—				55,000				(55,000	)	(100)%
(Gain) loss on sale of capital assets - non-operating facility			(3,987	)			—				(3,987	)		NM			(3,987	)			—				(3,987	)	NM
Purchase price accounting step-up			176				1,259				(1,083	)		(86)%			12,230				4,482				7,748		173%
Facility start-up and closure costs			800				700				100			14%			2,100				7,600				(5,500	)	(72)%
Litigation costs, net of recoveries			(188	)			1,465				(1,653	)		(113)%			8,251				(505	)			8,756		(1734)%
Restructuring costs			6,833				(1,482	)			8,315			(561)%			15,581				9,245				6,336		69%
Transaction costs (income), net			2,401				5,495				(3,094	)		(56)%			15,462				1,613				13,849		859%
Adjusted EBITDA		$	29,491			$	21,525			$	7,966			37%		$	60,465			$	58,679			$	1,786		3%
		For the three months ended May 31,								Change				% Change		For the year ended May 31,								Change			% Change
(In thousands of U.S. dollars)			2024				2023			2024 vs. 2023							2024				2023			2023 vs. 2022
Net loss attributable to stockholders of Tilray Brands, Inc.		$	(31,747	)		$	(138,713	)		$	106,966			(77)%		$	(244,981	)		$	(1,452,656	)		$	1,207,675		(83)%
Non-operating income (expense), net			17,022				16,680				342			0,002%			37,842				66,909				(29,067	)	(43)%
Amortization			31,730				28,993				2,737			9%			126,913				130,149				(3,236	)	(2)%
Stock-based compensation			7,252				9,829				(2,577	)		(26)%			31,769				39,595				(7,826	)	(20)%
Change in fair value of contingent consideration			1,000				292				708			0,242%			(15,790	)			855				(16,645	)	(1,947)%
Impairments			—				—				—			NM			—				934,000				(934,000	)	(100)%
Other than temporary change in fair value of convertible notes receivable, attributable to stockholders of Tilray Brands, Inc.			—				64,954				(64,954	)		(100)%			29,023				208,641				(179,618	)	(86)%
Inventory valuation adjustments			—				—				—			NM			—				55,000				(55,000	)	(100)%
Facility start-up and closure costs			800				700				100			14%			2,100				7,600				(5,500	)	(72)%
Litigation costs, net of recoveries			(188	)			1,465				(1,653	)		(113)%			8,251				(505	)			8,756		(1,734)%
Restructuring costs			6,833				(1,482	)			8,315			(561)%			15,581				9,245				6,336		69%
Transaction costs (income), net			2,401				5,495				(3,094	)		(56)%			15,462				1,613				13,849		859%
Adjusted net income (loss)		$	35,103			$	(11,787	)		$	46,890			(398)%		$	6,170			$	446			$	5,724		1,283%
Adjusted net income (loss) per share - basic and diluted		$	0.04			$	(0.02	)		$	0.06			(321)%		$	0.01			$	—			$	0.01		NM
Other Financial Information: Free Cash Flow
		For the three months ended May 31,								Change				% Change		For the year ended May 31,								Change			% Change
(In thousands of U.S. dollars)			2024				2023			2024 vs. 2023							2024				2023			2023 vs. 2022
Net cash provided by (used in) operating activities		$	30,707			$	43,598			$	(12,891	)		(30)%		$	(30,905	)		$	7,906			$	(38,811	)	(491)%
Less: investments in capital and intangible assets, net			(2,367	)			(10,277	)			7,910			(77)%			(20,740	)			(16,496	)			(4,244	)	26%
Free cash flow		$	28,340			$	33,321			$	(4,981	)		(15)%		$	(51,645	)		$	(8,590	)		$	(43,055	)	501%
Add: growth CAPEX			2,596				9,850				(7,254	)		(74)%			16,243				9,850				6,393		65%
Add: cash income taxes related to Aphria Diamond			—				5,085				(5,085	)		(100)%			16,333				17,855				(1,522	)	(9)%
Add: integration costs related to HEXO			(325	)			—				(325	)		NM			25,630				—				—		NM
Adjusted free cash flow		$	30,611			$	48,256			$	(17,645	)		(37)%		$	6,561			$	19,115			$	(12,554	)	(66)%

Other Financial Information: Key Operating Metrics
		For the three months ended, May 31,								For the year ended May 31,
(in thousands of U.S. dollars)			2024				2023				2022				2023
Net beverage alcohol revenue		$	76,739			$	32,404			$	202,094			$	95,093
Net cannabis revenue			71,919				64,413				272,798				220,430
Distribution revenue			65,566				72,612				258,740				258,770
Wellness revenue			15,658				14,759				55,310				52,831
Beverage alcohol costs			35,907				15,838				113,522				48,770
Cannabis costs			43,087				24,955				182,594				162,755
Distribution costs			57,750				65,866				230,596				231,309
Wellness costs			10,788				10,366				38,879				37,330
Adjusted gross profit (excluding PPA step-up)			82,526				68,422				235,581				206,442
Beverage alcohol adjusted gross margin (excluding PPA step-up)			53	%			55	%			46	%			53	%
Cannabis adjusted gross margin (excluding PPA step-up)			40	%			61	%			36	%			51	%
Distribution gross margin			12	%			9	%			11	%			11	%
Wellness gross margin			31	%			30	%			30	%			29	%
Adjusted EBITDA			29,491				21,525				60,465				58,679
Cash and marketable securities as at the period ended:			260,522				448,529				260,522				448,529
Working capital as at the year ended:			378,540				340,050				378,540				340,050

v3.24.2

Cover	Jul. 29, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 29, 2024
Entity File Number	001-38594
Entity Registrant Name	Tilray Brands, Inc.
Entity Central Index Key	0001731348
Entity Tax Identification Number	82-4310622
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	265 Talbot Street West
Entity Address, City or Town	Leamington
Entity Address, State or Province	ON
Entity Address, Postal Zip Code	N8H 4H3
City Area Code	844
Local Phone Number	845-7291
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, par value $0.0001 per share
Trading Symbol	TLRY
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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