Net Revenue Increased 27% to $513 Million Compared to Prior Year

Net Income of $33.6 Million, Adjusted EBITDA of $12.3 Million, Net Cash from Operating Activities of $8.3 Million and Positive Free Cash Flow of $3.3 Million in Q4

Completed Business Combination with Aphria Inc., Achieved $35 Million in Synergies To Date; On-track for $80 Million Target

Cannabis Revenue Grew 55% in Q4, #1 Market Share in Canada

Leading EU GMP-Certified Medical Cannabis LP in Europe with Demand Growing

Executive Leadership Executing On Plan to Drive Accelerated Growth and Sustained Profitability in Global Cannabis Market

Tilray, Inc. ("Tilray" or the "Company") (NASDAQ:TLRY, TSX:TLRY), a leading global cannabis-lifestyle and consumer packaged goods company, today reported financial results for the full fiscal year and fourth quarter ended May 31, 2021. Results for the full year and fourth quarter include legacy-Aphria's fiscal 2021 financial results and four weeks of Tilray. All financial information in this press release is reported in U.S. dollars, unless otherwise indicated, and presented in accordance with accounting principles generally accepted in the U.S. ("GAAP").

Irwin D. Simon, Tilray's Chairman and Chief Executive Officer, stated, "Early results from the new Tilray affirm that, while the global cannabis market remains in its early stages, our vision, scale, access to resources and operational excellence position us optimally to capitalize on the opportunity. In a very short period of time since our business combination was finalized, we transformed and strengthened Tilray, delivered solid results amid continued COVID-19 lockdowns and restrictions and achieved $35 million in synergies to date – well on our way to delivering $80 million in cost savings over the next 16 months."

Mr. Simon continued, "These are early achievements but they provide the roadmap for our strategy and priorities moving forward. Tilray is now truly leading the global cannabis industry with low cost of production, leading brands, a well-developed distribution network, and unique partnerships that we believe will drive sustainable shareholder value in the quarters to come. We look forward to accelerating and refining our business-level strategies and roadmaps and to ensuring unmistakable, measurable progress as we build the leading consumer-packaged goods business in the cannabis industry."

Financial Highlights - 2021 Fiscal Fourth Quarter¹

Net revenue increased 25% to $142.2 million during the fourth quarter from $113.5 million in the prior year quarter. The increase was driven by 36% growth in net cannabis revenue to $53.7 million, which included four weeks of contribution from legacy-Tilray, a 10% decline in distribution revenue, net beverage alcohol revenue of $15.9 million following our SweetWater acquisition on November 25, 2020, and wellness revenue of $5.8 million from Manitoba Harvest.
Net income of $33.6 million during the fourth quarter compared to net loss of $84.3 million in the prior year quarter.
Adjusted EBITDA increased 285% to $12.3 million during the fourth quarter from $3.2 million in the prior year quarter marking the ninth consecutive quarter of positive Adjusted EBITDA.
Gross profit decreased 19% to $22.5 million during the fourth quarter from $27.8 million in the prior year quarter. Included in gross profit was a one-time inventory valuation adjustment of $19.9 million resulting from excess inventory quantities upon the business combination with Aphria. Adjusted gross profit, excluding inventory valuation adjustment, increased 53% to $42.4 million during the fourth quarter from $27.8 million in the prior year quarter.
Free cash flow increased 112% to $3.3 million in the fourth quarter from ($28.3) million in the prior year quarter.

Financial Highlights- 2021 Fiscal Year

Net revenue increased 27% to $513.1 million during 2021 from $405.3 million in 2020. The increase was driven by 55% growth in net cannabis revenue to $201.4 million, which included four weeks of contribution from legacy-Tilray, 1% growth in distribution revenue to $277.3 million, net beverage alcohol revenue of $28.6 million following our SweetWater acquisition on November 25, 2020, and wellness revenue of $5.8 million from Manitoba Harvest due to our Tilray reverse acquisition on April 30, 2021.
Net loss of $336.0 million in 2021 compared to net loss of $100.8 million in 2020 was driven by $63.6 million of transaction costs related to out-of-pocket fees to consummate our business combinations, and $170.5 million of non-cash unrealized loss on our convertible debentures.
Adjusted EBITDA increased 598% to $40.8 million in 2021 from $5.8 million in 2020.
Gross profit increased 28% to $123.2 million during 2021 from $96.1 million in the prior year. Included in gross profit was a one-time inventory valuation adjustment of $19.9 million in Q4 resulting from excess inventory quantities upon the business combination with Aphria. Adjusted gross profit, excluding inventory valuation adjustment, increased 50% to $143.9 million in 2021 from $96.1 million in 2020.
Ended the year with a strong balance sheet and liquidity, including cash and cash equivalents of $488.5 million.

Progress on Cost-Saving Synergies and Strengthening Financial Condition

The Company expects to deliver significant cost synergies totaling approximately $80 million within eighteen months of closing the Aphria Tilray business combination and plans to achieve cost synergies in the key areas of cultivation and production, cannabis and product purchasing, sales, and marketing, and corporate expenses. To date, the Company has achieved $35 million in synergies.

Recent Business Developments Reflect Strong, Ongoing Global Growth and Opportunity

Recent Progress on Expanding International Medical Business and Canadian Adult-Use Product Line

Tilray has been gaining market share nationally in Canada month-over-month since April 2021.
On July 19, 2021, our wholly-own subsidiary, SweetWater Brewing Company, the 11^th largest craft brewer in the U.S.², announced the launch of 420 Imperial IPA, the first line extension off of its flagship 420 brand.
On July 12, 2021, SweetWater Brewing Company announced its West Coast expansion including a new Colorado Brewery and the opening of SweetWater Mountain Taphouse at Denver International Airport.
On July 7, 2021, we announced the completion and shipment of the first successful EU GMP-certified medical cannabis harvest grown in Germany for German distribution.
On June 30, 2021, we announced the first cross-brand product collaboration between Canadian craft-cannabis brand Broken Coast and SweetWater to launch U.S. distribution of "Broken Coast BC Lager" and introduce the cannabis brand to consumers across the country.
On June 25, 2021, our leading Canadian cannabis brand, RIFF, launched new multi-pack of cannabis pre-rolls across Canada.
On June 8, 2021, we launched our new medical cannabis brand, Symbios, across Canada. Symbios is the inaugural brand from the ‘new' Tilray developed to offer patients a broader spectrum of medical cannabis formats and cannabinoid ratios at a better price point.
On April 27, 2021, Tilray was named to TIME's inaugural list of the TIME100 Most Influential Companies in the world.

Conference Call

Tilray will host a conference call to discuss these results today at 8:30 a.m. ET. Investors interested in participating in the live call can dial (877) 407-0792 from Canada and the U.S. or (201) 689-8263 from international locations.

There will also be a simultaneous, 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®

Tilray, Inc. is a leading global cannabis-lifestyle and consumer packaged goods company with operations in Canada, the United States, Europe, Australia, and Latin America that is changing people's lives for the better – one person at a time – by inspiring and empowering the worldwide community to live their very best life by providing them with products that meet the needs of their mind, body, and soul and invoke a sense of wellbeing. Tilray's mission is to be the trusted partner for its patients and consumers by providing them with a cultivated experience and health and wellbeing through high-quality, differentiated brands and innovative products. A pioneer in cannabis research, cultivation, and distribution, Tilray's unprecedented production platform supports over 20 brands in over 20 countries, including comprehensive cannabis offerings, hemp-based foods, and alcoholic beverages.

For more information on how we open a world of wellbeing, visit www.Tilray.com.

Cautionary Statement Concerning Forward-Looking Statements

Certain statements contained in this press release constitute "forward-looking statements" within the meaning of federal securities laws, including the Private Securities Litigation Reform Act of 1995. Forward-looking statements are predictions based on expectations and projections about future events and are not statements of historical fact. You can identify forward-looking statements by the use of forward-looking terminology such as "plan," "continue," "expect," "anticipate," "intend," "predict," "project," "estimate," "likely," "believe," "might," "seek," "may," "will," "remain," "potential," "can," "should," "could," "future" and similar expressions, or the negative of those expressions, or similar words or phrases that are predictions of or indicate future events or trends and that do not relate solely to historical matters. You can also identify forward-looking statements by discussions of the Company's strategic initiatives, including productivity and synergies initiatives, our future performance and results of operations.

Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, levels of activity, performance or achievements of the Company, or industry results, to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements, and you should not rely on them as predictions of future events. Forward-looking statements depend on assumptions, data or methods that may be incorrect or imprecise and may not be able to be realized. We do not guarantee that the transactions and events described will happen as described (or that they will happen at all). Forward-looking statements include statements regarding our intentions, beliefs, projections, outlook, analyses or current expectations for our business as well as challenges and uncertainty resulting from the COVID-19 pandemic. Certain material factors, estimates, goals, projections or assumptions were used in drawing the conclusions contained in the forward-looking statements throughout this communication. 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 Annual Report on Form 10-K of Tilray for the fiscal year ended May 31, 2021. The forward-looking statements included in this communication are made as of the date of this communication and the Company does not undertake any obligation to publicly update such forward-looking statements to reflect new information, subsequent events or otherwise unless required by applicable securities laws.

Use of Non-U.S. GAAP Financial Measures

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

Adjusted EBITDA is calculated as net income (loss) before inventory valuation adjustments; interest expenses, net; other expenses (income), net; deferred income tax (recoveries) expenses, current income tax expenses (benefit); foreign exchange gain (loss), net; depreciation and amortization expenses; stock-based compensation expenses; loss from equity method investments; loss on disposal of property and equipment; amortization of inventory step-up; severance costs; impairment of assets; and change in fair value of warrant liability. 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.

PRESENTATION OF FINANCIAL AND OTHER INFORMATION

As a result of the Arrangement on April 30, 2021, the results of operations included herein for the three months and fiscal year ended May 31, 2021 include the result of Aphria for the three and twelve months ended May 31, 2021, respectively and the results of Tilray beginning after April 30, 2021 for the one month ended May 31, 2021. The operating results for the prior periods are those of Aphria.

Consolidated Statements of Financial Position

(In thousands of United States dollars)	May 31, 2021			May 31, 2020
Assets
Current assets
Cash and cash equivalents	$	488,466		$	360,646
Accounts receivable, net		87,309			37,931
Inventory		256,429			139,781
Prepaids and other current assets		48,920			32,660
Convertible notes receivable		2,485			10,609
Total current assets		883,609			581,627
Capital assets		650,698			420,706
Right-of-use assets		18,267			5,356
Intangible assets		1,605,918			263,318
Goodwill		2,832,794			447,330
Interest in equity investees		8,106			—
Long-term investments		17,685			19,595
Other assets		8,285			—
Total assets	$	6,025,362		$	1,737,932
Liabilities
Current liabilities
Bank indebtedness	$	8,717		$	389
Accounts payable and accrued liabilities		212,813			112,411
Contingent consideration		60,657			—
Warrant liability		78,168			—
Current portion of lease liabilities		4,264			954
Current portion of long-term debt		36,622			6,141
Total current liabilities		401,241			119,895
Long - term liabilities
Lease liabilities		53,946			4,227
Long-term debt		167,486			94,028
Convertible debentures		667,624			196,405
Deferred tax liability		265,845			48,446
Other liabilities		3,907			—
Total liabilities		1,560,049			463,001
Commitments and contingencies		—			—
Shareholders' equity
Common stock	46				24
Additional paid-in capital		4,792,406			1,366,736
Accumulated other comprehensive income (loss)		152,668			(5,434	)
Deficit		(486,050	)		(113,352	)
Total Tilray shareholders' equity		4,459,070			1,247,974
Non-controlling interests		6,243			26,957
Total shareholders' equity		4,465,313			1,274,931
Total liabilities and shareholders' equity	$	6,025,362		$	1,737,932

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

	Three months ended May 31,						Years ended May 31,
(In thousands of United States dollars, except for per share data)	2021			2020			2021			2020
Net revenue	$	142,236		$	113,542		$	513,085		$	405,326
Cost of goods sold		119,738			85,735			389,903			309,273
Gross profit		22,498			27,807			123,182			96,053
Operating expenses:
General and administrative		32,847			24,913			111,575			93,789
Selling		8,525			7,320			26,576			18,975
Amortization		16,100			3,645			35,221			15,138
Marketing and promotion		5,103			2,874			17,539			15,266
Research and development		358			430			830			1,916
Impairment		—			50,679			—			50,679
Transaction costs		33,260			1,387			63,612			4,299
Total operating expenses		96,193			91,248			255,353			200,062
Operating loss		(73,695	)		(63,441	)		(132,171	)		(104,009	)
Finance income (expense), net		(9,466	)		(6,411	)		(27,977	)		(19,371	)
Non-operating income (expense), net		121,510			(17,351	)		(184,838	)		14,195
Income (loss) before income taxes		38,349			(87,203	)		(344,986	)		(109,185	)
Income taxes (recovery)		4,744			(2,897	)		(8,972	)		(8,352	)
Net income (loss)	$	33,605		$	(84,306	)	$	(336,014	)	$	(100,833	)
Earnings (Loss) per share - basic and diluted	$	0.18		$	(0.39	)	$	(1.25	)	$	(0.47	)

Net Revenue by Operating Segment

(In thousands of United States dollars)	Three Months Ended May 31, 2021		% of Total revenue	Three Months Ended May 31, 2020		% of Total revenue
Cannabis revenue	$	53,703	38%	$	39,587	35%
Distribution revenue		66,792	47%		73,955	65%
Beverage alcohol revenue		15,947	11%		—	0%
Wellness revenue		5,794	4%		—	0%
Net revenue	$	142,236	100%	$	113,542	100%

(In thousands of United States dollars)	Year Ended May 31, 2021		% of Total revenue	Year Ended May 31, 2020		% of Total revenue
Cannabis revenue	$	201,392	39%	$	129,896	32%
Distribution revenue		277,300	54%		275,430	68%
Beverage alcohol revenue		28,599	6%		—	0%
Wellness revenue		5,794	1%		—	0%
Net revenue	$	513,085	100%	$	405,326	100%

Other Information

(In thousands of United States dollars, except for percent data)

	Three months ended May 31,						Years ended May 31,
Adjusted EBITDA Reconciliation	2021			2020			2021			2020
Net income (loss)	$	33,605		$	(84,306	)	$	(336,014	)	$	(100,833	)
Income taxes		4,744			(2,897	)		(8,972	)		(8,352	)
Finance expense, net		9,466			6,411			27,977			19,371
Non-operating expense (income), net		(121,510	)		17,351			184,838			(14,195	)
Amortization		24,539			10,320			67,832			35,669
Share-based compensation		5,937			3,799			17,351			18,079
Impairment		—			50,679			—			50,679
Inventory valuation adjustments		19,919			—			19,919			—
Purchase price accounting step up		—			—			835			—
Facility start-up costs		2,056			467			2,056			—
Lease expense		303			—			1,337			1,128
Transaction costs		33,260			1,387			63,612			4,299
Adjusted EBITDA	$	12,319		$	3,211		$	40,771		$	5,845

	Three months ended May 31,						Years ended May 31,
Key Operating Metrics	2021			2020			2021			2020
Net cannabis revenue	$	53,703		$	39,587		$	201,392		$	129,896
Net beverage alcohol revenue		15,947			—			28,599			—
Distribution revenue		66,792			73,955			277,300			275,430
Wellness revenue		5,794			—			5,794			—
Cannabis cost of sales		49,731			20,692			130,511			68,551
Beverage alcohol cost of sales		5,349			—			12,687			—
Distribution cost of sales		60,425			65,043			242,472			240,722
Wellness cost of sales		4,233			—			4,233			—
Gross profit (excluding adjustments)		42,417			27,808			143,936			96,053
Cannabis gross margin (excluding adjustments)		44.5	%		47.7	%		45.1	%		47.2	%
Beverage gross margin (excluding adjustments)		66.5	%		—			58.6	%		—
Distribution gross margin (excluding adjustments)		9.5	%		12.1	%		12.6	%		12.6	%
Wellness gross margin (excluding adjustments)		26.9	%		—			26.9	%		—
Adjusted EBITDA		12,319			3,211			40,771			5,845
Cash and cash equivalents		488,466			360,646			488,466			360,646
Working capital		482,368			349,320			482,368			349,320

	Three months ended May 31,					Years ended May 31,
Free Cash Flow	2021		2020			2021			2020
Net cash provided by (used in) operating activities	$	8,281	$	(7,367	)	$	(44,715	)	$	(100,627	)
Less: investments in capital and intangible assets		4,943		20,908			38,874			98,786
Free cash flow		3,338		(28,275	)		(83,589	)		(199,413	)

	Three months ended May 31, 2021
Gross profit (excluding adjustments)	Cannabis			Beverage			Distribution			Wellness			Total
Gross revenue	$	71,358		$	16,549		$	66,792		$	5,794		$	160,493
Excise taxes		(17,655	)		(602	)		—			—			(18,257	)
Net revenue		53,703			15,947			66,792			5,794			142,236
Cost of goods sold		49,731			5,349			60,425			4,233			119,738
Gross profit		3,972			10,598			6,367			1,561			22,498
Gross margin		7	%		66	%		10	%		27	%		16	%
Adjustments:														—
Inventory valuation adjustment		19,919			—			—			—			19,919
Purchase price accounting step up		—			—			—			—			—
Adjusted gross profit		23,891			10,598			6,367			1,561			42,417
Adjusted gross margin		44	%		66	%		10	%		27	%		30	%

	Three months ended May 31, 2020
Gross profit (excluding adjustments)	Cannabis			Beverage			Distribution			Wellness			Total
Gross revenue	$	48,833		$	—		$	73,955		$	—		$	—
Excise taxes		(9,246	)		—			—			—			—
Net revenue		39,587			—			73,955			—			113,542
Cost of goods sold		20,692						65,043			—			85,735
Gross profit		18,895			—			8,912			—			27,807
Gross margin		48	%		—	%		12	%		—	%		24	%
Adjustments:		—			—			—			—			—
Inventory valuation adjustment		—			—			—			—			—
Purchase price accounting step up		—			—			—			—			—
Adjusted gross profit		18,895			—			8,912			—			27,807
Adjusted gross margin		48	%		—	%		12	%		—	%		24	%

Gross profit	Year ended May 31, 2021
Gross profit (excluding adjustments)	Cannabis			Beverage			Distribution			Wellness			Total
Gross revenue	$	264,334		$	29,661		$	277,300		$	5,794		$	577,089
Excise taxes		(62,942	)		(1,062	)		—			—			(64,004	)
Net revenue		201,392			28,599			277,300			5,794			513,085
Cost of goods sold		130,511			12,687			242,472			4,233			389,903
Gross profit		70,881			15,912			34,828			1,561			123,182
Gross margin		35	%		56	%		13	%		27	%		24	%
Adjustments:														—
Inventory valuation adjustment		19,919			—			—			—			19,919
Purchase price accounting step up		—			835			—			—			835
Adjusted gross profit		90,800			16,747			34,828			1,561			143,936
Adjusted gross margin		45	%		59	%		13	%		27	%		28	%

	Year ended May 31, 2020
Gross profit (excluding adjustments)	Cannabis			Beverage			Distribution			Wellness			Total
Gross revenue	$	153,477		$	—		$	275,430		$	—		$	428,907
Excise taxes		(23,581	)		—			—			—			(23,581	)
Net revenue		129,896			—			275,430			—			405,326
Cost of goods sold		68,551			—			240,722			—			309,273
Gross profit		61,345			—			34,708			—			96,053
Gross margin		47	%		—	%		13	%		—	%		24	%
Adjustments:														—
Inventory valuation adjustment		—			—			—			—			—
Purchase price accounting step up		—			—			—			—			—
Adjusted gross profit		61,345			—			34,708			—			96,053
Adjusted gross margin		47	%		—	%		13	%		—	%		24	%

¹ This press release includes certain non-GAAP financial measures, which are intended to supplement, not substitute for, comparable GAAP financial measures. Reconciliations of non-GAAP financial measures to GAAP financial measures and other non-GAAP financial calculations are provided herein in the tables.

² The Brewers Association Top 50 Brewing Companies by Sales Volume Report for 2020

View source version on businesswire.com: https://www.businesswire.com/news/home/20210728005469/en/

Tilray, Inc. Reports 2021 Fiscal Year and Fourth Quarter Results