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

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

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

German Medical Cannabis Flower Revenue Increases by 50% Following Legalization

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

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

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

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

Financial Highlights – First Quarter Fiscal Year 2025

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

Live Conference Call and Audio Webcast

Tilray Brands will host a webcast to discuss these results today at 8:30 a.m. ET. Investors may join the live webcast available on the Investors section of the Company's website at www.tilray.com. A replay will be available and archived on the Company's website.

About Tilray Brands

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

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

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

Cautionary Statement Concerning Forward-Looking Statements

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

Forward-looking statements include statements regarding our intentions, beliefs, projections, outlook, analyses or current expectations concerning, among other things: the Company's ability to disrupt the CPG industry for cannabis, hemp, and beverage consumption; the Company's ability to become a leading beverage alcohol Company; the Company's ability to achieve long term profitability; the Company's ability to achieve operational scale, market share, distribution, profitability and revenue growth in particular business lines and markets; the Company's ability to successfully achieve revenue growth, margin and profitability improvements, production and supply chain efficiencies, synergies and cost savings; the Company's expected revenue growth, sales volume, profitability, synergies and accretion related to any of its acquisitions; expected commercial opportunities and regulatory developments in the U.S., including upon U.S. federal cannabis legalization or rescheduling; the Company's anticipated investments and acquisitions, including in organic and strategic growth, partnership efforts, product offerings and other initiatives; the Company's ability to commercialize new and innovative products; market opportunities and regulatory risks for Hemp-Derived Delta-9 (HDD9) beverage products, and expected sales, distribution, margin, price and revenue generation projections; consumer sentiment regarding HDD9 beverage products; and Tilray's strategy and anticipated offerings within the HDD9 beverage product segment.

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

Use of Non-U.S. GAAP Financial Measures

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

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

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

Adjusted EBITDA is calculated as net income (loss) before income tax benefits, net; interest expense, net; non-operating income (expense), net; amortization; stock-based compensation; change in fair value of contingent consideration; purchase price accounting step-up; facility start-up and closure costs; litigation costs; restructuring costs, and transaction (income) costs, net. A reconciliation of Adjusted EBITDA to net loss, the most directly comparable GAAP measure, has been provided in the financial statement tables included below in this press release. Historically, we have included lease expenses for leases that were treated differently under IFRS 16 and ASC 842 in the calculation of adjusted EBITDA, aiming to align our definition with industry peers reporting under IFRS. The decision to include these lease expenses in the Company's definition of adjusted EBITDA was based on our efforts to maintain comparability with peers. However, as the Company has continued to diversify, particularly with strategic acquisitions such as the newly acquired beverage alcohol business portfolio, this comparison is no longer relevant, accordingly, we are no longer including this adjustment. Had the Company continued to include lease expenses that were treated differently under IFRS 16 and ASC 842, the impact to adjusted EBITDA would have been $0.7 million for the three months ended August 31, 2023.

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

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

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

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

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

For further information:

Media Contact: news@tilray.com

Investor Contact: investors@tilray.com


Consolidated Statements of Financial Position
	August 31,			May 31,
(in thousands of US dollars)		2024			2024
Assets
Current assets
Cash and cash equivalents	$	205,186		$	228,340
Marketable securities		74,869			32,182
Accounts receivable, net		104,037			101,695
Inventory		264,295			252,087
Prepaids and other current assets		44,960			31,332
Assets held for sale		32,536			32,074
Total current assets		725,883			677,710
Capital assets		555,136			558,247
Operating lease, right-of-use assets		17,176			16,101
Intangible assets		908,768			915,469
Goodwill		2,009,714			2,008,884
Long-term investments		7,853			7,859
Convertible notes receivable		32,000			32,000
Other assets		5,337			5,395
Total assets	$	4,261,867		$	4,221,665
Liabilities
Current liabilities
Bank indebtedness	$	18,134		$	18,033
Accounts payable and accrued liabilities		236,146			241,957
Contingent consideration		15,000			15,000
Warrant liability		2,557			3,253
Current portion of lease liabilities		5,640			5,091
Current portion of long-term debt		16,072			15,506
Current portion of convertible debentures payable		—			330
Total current liabilities		293,549			299,170
Long - term liabilities
Lease liabilities		60,657			60,422
Long-term debt		155,268			158,352
Convertible debentures payable		132,650			129,583
Deferred tax liabilities, net		136,230			130,870
Other liabilities		99			90
Total liabilities		778,453			778,487
Stockholders' equity
Common stock ($0.0001 par value; 1,198,000,000 common shares authorized; 875,444,828 and 831,925,373 common shares issued and outstanding, respectively)		88			83
Preferred shares ($0.0001 par value; 10,000,000 preferred shares authorized; nil and nil preferred shares issued and outstanding, respectively)		—			—
Additional paid-in capital		6,217,533			6,146,810
Accumulated other comprehensive loss		(39,877	)		(43,499	)
Accumulated deficit		(2,699,653	)		(2,660,488	)
Total Tilray Brands, Inc. stockholders' equity		3,478,091			3,442,906
Non-controlling interests		5,323			272
Total stockholders' equity		3,483,414			3,443,178
Total liabilities and stockholders' equity	$	4,261,867		$	4,221,665

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

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

Net Revenue by Operating Segment
	For the three months ended			% of Total		For the three months ended			% of Total
(In thousands of U.S. dollars)	August 31, 2024			Revenue		August 31, 2023			Revenue
Beverage alcohol business	$	55,972		28	%	$	24,162		13	%
Cannabis business		61,249		31	%		70,333		40	%
Distribution business		68,071		34	%		69,157		39	%
Wellness business		14,752		7	%		13,297		8	%
Total net revenue	$	200,044		100	%	$	176,949		100	%

Net Revenue by Operating Segment in Constant Currency

	For the three months ended					For the three months ended
	August 31, 2024					August 31, 2023
(In thousands of U.S. dollars)	as reported in constant currency			% of Total Revenue		as reported in constant currency			% of Total Revenue
Beverage alcohol business	$	55,972		27	%	$	24,162		13	%
Cannabis business		62,792		31	%		70,333		40	%
Distribution business		70,396		35	%		69,157		39	%
Wellness business		14,940		7	%		13,297		8	%
Total net revenue	$	204,100		100	%	$	176,949		100	%


Net Cannabis Revenue by Market Channel
	For the three months ended			% of Total		For the three months ended			% of Total
(In thousands of U.S. dollars)	August 31, 2024			Revenue		August 31, 2023			Revenue
Revenue from Canadian medical cannabis	$	6,261		10	%	$	6,142		9	%
Revenue from Canadian adult-use cannabis		57,235		94	%		71,195		102	%
Revenue from wholesale cannabis		5,507		9	%		5,295		7	%
Revenue from international cannabis		12,191		20	%		14,252		20	%
Less excise taxes		(19,945	)	(33	)%		(26,551	)	(38	)%
Total	$	61,249		100	%	$	70,333		100	%


Net Cannabis Revenue by Market Channel in Constant Currency
	For the three months ended					For the three months ended
	August 31, 2024					August 31, 2023
(In thousands of U.S. dollars)	as reported in constant currency			% of Total Revenue		as reported in constant currency			% of Total Revenue
Revenue from Canadian medical cannabis	$	6,432		10	%	$	6,142		9	%
Revenue from Canadian adult-use cannabis		58,806		94	%		71,195		102	%
Revenue from wholesale cannabis		5,658		9	%		5,295		7	%
Revenue from international cannabis		12,388		20	%		14,252		20	%
Less excise taxes		(20,492	)	(33	)%		(26,551	)	(38	)%
Total	$	62,792		100	%	$	70,333		100	%

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

Other Financial Information: Gross Margin and Adjusted Gross Margin
	For the three months ended August 31, 2024
(In thousands of U.S. dollars)	Beverage			Cannabis			Distribution			Wellness			Total
Net revenue	$	55,972		$	61,249		$	68,071		$	14,752		$	200,044
Cost of goods sold		33,050			37,054			60,138			10,096			140,338
Gross profit		22,922			24,195			7,933			4,656			59,706
Gross margin		41	%		40	%		12	%		32	%		30	%
Adjustments:
Purchase price accounting step-up		175			—			—			—			175
Adjusted gross profit		23,097			24,195			7,933			4,656			59,881
Adjusted gross margin		41	%		40	%		12	%		32	%		30	%

	For the three months ended August 31, 2023
(In thousands of U.S. dollars)	Beverage			Cannabis			Distribution			Wellness			Total
Net revenue	$	24,162		$	70,333		$	69,157		$	13,297		$	176,949
Cost of goods sold		11,266			50,517			61,468			9,502			132,753
Gross profit		12,896			19,816			7,689			3,795			44,196
Gross margin		53	%		28	%		11	%		29	%		25	%
Adjustments:
Purchase price accounting step-up		590			4,516			—			—			5,106
Adjusted gross profit		13,486			24,332			7,689			3,795			49,302
Adjusted gross margin		56	%		35	%		11	%		29	%		28	%

Other Financial Information: Adjusted Earnings Before Interest, Taxes and Amortization
	For the three months ended
	August 31,			August 31,			Change			% Change
(In thousands of U.S. dollars)		2024			2023		2024 vs. 2023
Net loss	$	(34,652	)	$	(55,863	)	$	21,211		(38	)%
Income tax expense, net		886			7,264			(6,378	)	(88	)%
Interest expense, net		9,842			9,835			7		0	%
Non-operating income (expense), net		(12,646	)		4,402			(17,048	)	(387	)%
Amortization		31,814			30,789			1,025		3	%
Stock-based compensation		6,917			8,257			(1,340	)	(16	)%
Change in fair value of contingent consideration		—			(11,107	)		11,107		(100	)%
Purchase price accounting step-up		175			5,106			(4,931	)	(97	)%
Facility start-up and closure costs		—			600			(600	)	(100	)%
Litigation costs, net of recoveries		1,595			2,034			(439	)	(22	)%
Restructuring costs		4,247			915			3,332		364	%
Transaction costs (income)		1,156			8,502			(7,346	)	(86	)%
Adjusted EBITDA	$	9,334		$	10,734		$	(1,400	)	(13	)%


Other Financial Information: Adjusted Net Loss and Adjusted Net Loss Per Share	For the three months ended
	August 31,			August 31,			Change			% Change
		2024			2023		Change
Net loss attributable to stockholders of Tilray Brands, Inc.	$	(39,165	)	$	(71,525	)	$	32,360		(45	)%
Non-operating income (expense), net		(12,646	)		4,402			(17,048	)	(387	)%
Amortization		31,814			30,789			1,025		3	%
Stock-based compensation		6,917			8,257			(1,340	)	(16	)%
Change in fair value of contingent consideration		—			(11,107	)		11,107		(100	)%
Facility start-up and closure costs		—			600			(600	)	(100	)%
Litigation costs, net of recoveries		1,595			2,034			(439	)	(22	)%
Restructuring costs		4,247			915			3,332		364	%
Transaction costs (income)		1,156			8,502			(7,346	)	(86	)%
Adjusted net loss	$	(6,082	)	$	(27,133	)	$	21,051		(78	)%
Adjusted net loss per share - basic and diluted	$	(0.01	)	$	(0.04	)	$	0.03		(75	)%

Other Financial Information: Free Cash Flow
	For the three months ended
	August 31,			August 31,			Change			% Change
(In thousands of U.S. dollars)		2024			2023		2024 vs. 2023
Net cash used in operating activities	$	(35,307	)	$	(15,842	)	$	(19,465	)	123	%
Less: investments in capital and intangible assets, net		(6,708	)		(3,810	)		(2,898	)	76	%
Free cash flow	$	(42,015	)	$	(19,652	)	$	(22,363	)	114	%
Add: growth CAPEX		2,540			1,687			853		51	%
Add: cash income taxes related to Aphria Diamond		—			5,714			(5,714	)	(100	)%
Add: integration costs related to HEXO		—			5,915			(5,915	)	(100	)%
Adjusted free cash flow	$	(39,475	)	$	(6,336	)	$	(33,139	)	523	%

Tilray Brands Reports Q1 2025 Financial Results