Tilray Brands Reports Strong First Quarter Fiscal 2026 Results, Highlighting Continued Growth with Record Q1 Net Revenue of $210 Million and Net Income

Tilray Brands, Inc.

Operational Efficiencies and Focus on Profitability Drove Net Income of $1.5 Million, Adjusted EBITDA Increased 9% to $10 Million and Net Cash Used in Operations Improved by $34 Million Year-Over-Year

Canadian Adult-Use Cannabis Gross Revenue Increased 12%, Maintaining the #1 Position in Revenue and Expanding Market Share; International Cannabis Revenue Grew 10% Year-Over-Year

Balance Sheet Strengthened to $265 Million in Cash; Net Debt Reduced to $4 Million

Reiterates Fiscal Year 2026 Adjusted EBITDA Outlook of $62 Million – $72 Million

NEW YORK and LONDON and LEAMINGTON, Ontario, Oct. 09, 2025 (GLOBE NEWSWIRE) — Tilray Brands, Inc. (“Tilray”, “our”, “we” or the “Company”) (Nasdaq: TLRY; TSX: TLRY), a global lifestyle and consumer packaged goods company at the forefront of the cannabis, beverage, and wellness industries, today reported financial results for its first fiscal quarter ended August 31, 2025. All financial information in this press release is reported in U.S. dollars, unless otherwise indicated.

Irwin D. Simon, Chairman and Chief Executive Officer, stated, “As we enter fiscal 2026, Tilray’s first quarter results underscore the effectiveness of our strategic vision and disciplined execution. Achieving a record Q1 net revenue of $210 million, delivering net income, and fortifying our balance sheet are not just milestones, they are proof points of our commitment to building sustainable growth, operational excellence, and unlocking value for our shareholders. Our global platform positions Tilray Brands not just to participate in, but to lead, the evolution of the global cannabis, beverage, and wellness sectors.”

Mr. Simon continued, “Looking forward, I am confident in Tilray’s ability to seize the transformative opportunities ahead, especially as the U.S. explores cannabis rescheduling and the European cannabis landscape continues to evolve. Our global platform, proven expertise in medical and adult-use cannabis, and trusted partnerships with patients, healthcare professionals, and policymakers set us apart as the partner of choice in this dynamic industry. We are committed to expanding access, advancing innovation, and supporting responsible regulatory progress around the world. These achievements and forward trends reinforce my unwavering belief in Tilray’s trajectory and our ability to deliver long-term value to our investors.”

Financial Highlights
All comparisons made to the prior year period

  • Net revenue increased 5% to $209.5 million in the first quarter compared to $200.0 million.

  • Gross profit was $57.5 million in the first quarter compared to $59.7 million.

  • Gross margin was 27% in the first quarter compared to 30%.

  • Cannabis net revenue increased 5% to $64.5 million in the first quarter compared to $61.2 million.

  • Beverage net revenue was $55.7 million in the first quarter compared to $56.0 million.

  • Wellness net revenue increased to $15.2 million in the first quarter compared to $14.8 million.

  • Distribution net revenue was $74.0 million in the first quarter compared to $68.1 million.

  • Net income was $1.5 million in the first quarter compared to a net loss of $(34.7) million.

  • Adjusted net income increased by $10.0 million to $3.9 million in the first quarter compared to adjusted net loss of $(6.1) million.

  • Adjusted EBITDA increased 9% to $10.2 million in the first quarter compared to $9.3 million.

Cash Flow: Cash used in operations improved significantly by $34.0 million to $(1.3) million from $(35.3) million.

Balance Sheet Update: In the first quarter, Tilray reduced its total outstanding debt by $7.7 million, further strengthening the balance sheet. As a result, the ratio of net debt to trailing twelve months adjusted EBITDA was reduced to 0.07x. Our $264.8 million cash balance provides Tilray with great flexibility for strategic opportunities.

Live Audio Webcast

Tilray Brands will host a webcast to discuss these results today at 8:30 a.m. Eastern Time. Investors may join the live webcast available on the Events & Presentations section of Tilray’s Investor Relations website. 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 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,” “position,” “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 ability to achieve fiscal year 2026 financial guidance, including expected Adjusted EBITDA of $62 to $72 million and synergy optimizations; 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 ability to successfully leverage artificial intelligence strategies; 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, cash and marketable securities, net debt and net debt to adjusted EBITDA. 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, 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; project 420 optimization 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.

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 project 420 optimization 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; project 420 optimization 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 cash paid for litigation settlements. 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.

Net debt is comprised of GAAP measures and reduces bank indebtedness, current and non-current portions of long-term debt, the principal balance of convertible debt by cash and cash equivalents and marketable securities. The company believes this metric provides useful information to management, analysts, and investors regarding its liquidity and the Company’s ability to repay all of its debt. Net debt to adjusted EBITDA is a liquidity ratio used by management and is computed as the ratio of net debt to the trailing 12 months of adjusted EBITDA defined above.

Contacts:
Investor Relations
[email protected]
[email protected]

Media
[email protected]

 

 

 

 

 

Consolidated Statements of Financial Position

 

 

 

 

 

 

August 31,

 

May 31,

(in thousands of US dollars)

 

 

2025

 

 

 

2025

 

Assets

 

 

 

 

Current assets

 

 

 

 

Cash and cash equivalents

 

$

264,828

 

 

$

221,666

 

Marketable securities

 

 

 

 

 

34,697

 

Accounts receivable, net

 

 

107,075

 

 

 

121,489

 

Inventory

 

 

282,787

 

 

 

270,882

 

Prepaids and other current assets

 

 

40,650

 

 

 

34,092

 

Assets held for sale

 

 

5,800

 

 

 

5,800

 

Total current assets

 

 

701,140

 

 

 

688,626

 

Capital assets

 

 

560,157

 

 

 

568,433

 

Operating lease, right-of-use assets

 

 

21,003

 

 

 

22,279

 

Digital assets

 

 

992

 

 

 

 

Intangible assets

 

 

25,173

 

 

 

21,423

 

Goodwill

 

 

752,350

 

 

 

752,350

 

Long-term investments

 

 

10,172

 

 

 

10,132

 

Other assets

 

 

11,659

 

 

 

11,084

 

Total assets

 

$

2,082,646

 

 

$

2,074,327

 

Liabilities

 

 

 

 

Current liabilities

 

 

 

 

Bank indebtedness

 

$

8,185

 

 

$

7,181

 

Accounts payable and accrued liabilities

 

 

230,913

 

 

 

235,322

 

Contingent consideration

 

 

 

 

 

15,000

 

Warrant liability

 

 

4,762

 

 

 

1,092

 

Current portion of lease liabilities

 

 

7,477

 

 

 

6,941

 

Current portion of long-term debt

 

 

16,295

 

 

 

14,767

 

Total current liabilities

 

 

267,632

 

 

 

280,303

 

Long – term liabilities

 

 

 

 

Lease liabilities

 

 

63,345

 

 

 

64,925

 

Long-term debt

 

 

144,175

 

 

 

148,493

 

Convertible debentures payable

 

 

84,267

 

 

 

86,428

 

Deferred tax liabilities, net

 

 

1,943

 

 

 

3,748

 

Other liabilities

 

 

626

 

 

 

855

 

Total liabilities

 

 

561,988

 

 

 

584,752

 

Stockholders’ equity

 

 

 

 

Common stock ($0.0001 par value; 1,416,000,000 common shares authorized; 1,118,291,159 and 1,060,678,745 common shares issued and outstanding, respectively)

 

 

111

 

 

 

106

 

Treasury Stock (3,213,914 and 2,004,218 treasury shares issued and outstanding, respectively)

 

 

 

 

 

 

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

 

 

6,431,410

 

 

 

6,401,657

 

Accumulated other comprehensive loss

 

 

(43,230

)

 

 

(43,063

)

Accumulated deficit

 

 

(4,847,548

)

 

 

(4,847,226

)

Total Tilray Brands, Inc. stockholders’ equity

 

 

1,540,743

 

 

 

1,511,474

 

Non-controlling interests

 

 

(20,085

)

 

 

(21,899

)

Total stockholders’ equity

 

 

1,520,658

 

 

 

1,489,575

 

Total liabilities and stockholders’ equity

 

$

2,082,646

 

 

$

2,074,327

 

 

 

 

 

 

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)

 

 

2025

 

 

 

2024

 

 

2025 vs. 2024

Net revenue

 

$

209,501

 

 

$

200,044

 

 

$

9,457

 

 

5

%

Cost of goods sold

 

 

152,032

 

 

 

140,338

 

 

 

11,694

 

 

8

%

Gross profit

 

 

57,469

 

 

 

59,706

 

 

 

(2,237

)

 

(4

)%

Operating expenses:

 

 

 

 

 

 

 

 

General and administrative

 

 

41,053

 

 

 

44,113

 

 

 

(3,060

)

 

(7

)%

Selling

 

 

12,923

 

 

 

11,690

 

 

 

1,233

 

 

11

%

Amortization

 

 

3,929

 

 

 

21,804

 

 

 

(17,875

)

 

(82

)%

Marketing and promotion

 

 

10,155

 

 

 

11,566

 

 

 

(1,411

)

 

(12

)%

Research and development

 

 

41

 

 

 

105

 

 

 

(64

)

 

(61

)%

Change in fair value of contingent consideration

 

 

(15,000

)

 

 

 

 

 

(15,000

)

 

NM

Litigation costs, net of recoveries

 

 

1,007

 

 

 

1,595

 

 

 

(588

)

 

(37

)%

Restructuring costs

 

 

869

 

 

 

4,247

 

 

 

(3,378

)

 

(80

)%

Transaction costs (income), net

 

 

400

 

 

 

1,156

 

 

 

(756

)

 

(65

)%

Total operating expenses

 

 

55,377

 

 

 

96,276

 

 

 

(40,899

)

 

(42

)%

Operating income (loss)

 

 

2,092

 

 

 

(36,570

)

 

 

38,662

 

 

(106

)%

Interest expense, net

 

 

(6,696

)

 

 

(9,842

)

 

 

3,146

 

 

(32

)%

Non-operating income (expense), net

 

 

3,832

 

 

 

12,646

 

 

 

(8,814

)

 

(70

)%

Loss before income taxes

 

 

(772

)

 

 

(33,766

)

 

 

32,994

 

 

(98

)%

Income tax expense (recovery), net

 

 

(2,285

)

 

 

886

 

 

 

(3,171

)

 

(358

)%

Net income (loss)

 

$

1,513

 

 

$

(34,652

)

 

$

36,165

 

 

(104

)%

Total net income (loss) attributable to:

 

 

 

 

 

 

 

 

Stockholders of Tilray Brands, Inc.

 

 

(322

)

 

 

(39,165

)

 

 

38,843

 

 

(99

)%

Non-controlling interests

 

 

1,835

 

 

 

4,513

 

 

 

(2,678

)

 

(59

)%

Other comprehensive gain (loss), net of tax

 

 

 

 

 

 

 

 

Foreign currency translation gain (loss)

 

 

(188

)

 

 

4,160

 

 

 

(4,348

)

 

(105

)%

Comprehensive income (loss)

 

$

1,325

 

 

$

(30,492

)

 

$

31,817

 

 

(104

)%

Total comprehensive income (loss) attributable to:

 

 

 

 

 

 

 

 

Stockholders of Tilray Brands, Inc.

 

 

(322

)

 

 

(39,165

)

 

 

38,843

 

 

(99

)%

Non-controlling interests

 

 

1,835

 

 

 

4,513

 

 

 

(2,678

)

 

(59

)%

Weighted average number of common shares – basic

 

 

1,060,271,899

 

 

 

875,444,828

 

 

 

184,827,071

 

 

21

%

Weighted average number of common shares – diluted

 

 

1,060,271,899

 

 

 

875,444,828

 

 

 

184,827,071

 

 

21

%

Net loss per share – basic

 

$

(0.00

)

 

$

(0.04

)

 

$

0.04

 

 

(100

)%

Net loss per share – diluted

 

$

(0.00

)

 

$

(0.04

)

 

$

0.04

 

 

(100

)%

 

 

 

 

 

 

 

 

 

Condensed Consolidated Statements of Cash Flows

 

 

For the three months ended

 

 

 

 

 

 

August 31,

 

August 31,

 

Change

 

% Change

(in thousands of US dollars)

 

 

2025

 

 

 

2024

 

 

2025 vs. 2024

Cash provided by (used in) operating activities:

 

 

 

 

 

 

 

 

Net income (loss)

 

$

1,513

 

 

$

(34,652

)

 

$

36,165

 

 

(104

)%

Adjustments for:

 

 

 

 

 

 

 

 

Deferred income tax (recovery) expense, net

 

 

(2,285

)

 

 

382

 

 

 

(2,667

)

 

(698

)%

Unrealized foreign exchange gain

 

 

(2,328

)

 

 

(5,602

)

 

 

3,274

 

 

(58

)%

Amortization

 

 

15,561

 

 

 

31,814

 

 

 

(16,253

)

 

(51

)%

Accretion of convertible debt discount

 

 

1,976

 

 

 

3,067

 

 

 

(1,091

)

 

(36

)%

Unrealized loss on digital assets

 

 

8

 

 

 

 

 

 

8

 

 

NM

Other non-cash items

 

 

282

 

 

 

729

 

 

 

(447

)

 

(61

)%

Stock-based compensation

 

 

5,052

 

 

 

6,917

 

 

 

(1,865

)

 

(27

)%

Gain on long-term investments

 

 

(39

)

 

 

(499

)

 

 

460

 

 

(92

)%

Loss (gain) on derivative instruments

 

 

3,670

 

 

 

(696

)

 

 

4,366

 

 

(627

)%

Change in fair value of contingent consideration

 

 

(15,000

)

 

 

 

 

 

(15,000

)

 

NM

Change in non-cash working capital:

 

 

 

 

 

 

 

 

Accounts receivable

 

 

14,414

 

 

 

(2,342

)

 

 

16,756

 

 

(715

)%

Prepaids and other current assets

 

 

(7,133

)

 

 

(13,570

)

 

 

6,437

 

 

(47

)%

Inventory

 

 

(11,905

)

 

 

(12,383

)

 

 

478

 

 

(4

)%

Accounts payable and accrued liabilities

 

 

(5,127

)

 

 

(8,472

)

 

 

3,345

 

 

(39

)%

Net cash used in operating activities

 

 

(1,341

)

 

 

(35,307

)

 

 

33,966

 

 

(96

)%

Cash provided by (used in) investing activities:

 

 

 

 

 

 

 

 

Investment in capital and intangible assets

 

 

(9,523

)

 

 

(6,736

)

 

 

(2,787

)

 

41

%

Proceeds from disposal of capital and intangible assets

 

 

293

 

 

 

28

 

 

 

265

 

 

946

%

Investment in digital assets

 

 

(1,000

)

 

 

 

 

 

(1,000

)

 

NM

Disposal (purchase) of marketable securities, net

 

 

34,697

 

 

 

(42,687

)

 

 

77,384

 

 

(181

)%

Net cash provided by (used in) investing activities

 

 

24,467

 

 

 

(49,395

)

 

 

73,862

 

 

(150

)%

Cash provided by (used in) financing activities:

 

 

 

 

 

 

 

 

Share capital issued, net of cash issuance costs

 

 

22,491

 

 

 

66,472

 

 

 

(43,981

)

 

(66

)%

Repayment of long-term debt

 

 

(2,653

)

 

 

(4,791

)

 

 

2,138

 

 

(45

)%

Repayment of convertible debt

 

 

 

 

 

(330

)

 

 

330

 

 

(100

)%

Repayment of lease liabilities

 

 

(994

)

 

 

(862

)

 

 

(132

)

 

15

%

Net decrease in bank indebtedness

 

 

1,004

 

 

 

101

 

 

 

903

 

 

894

%

Net cash provided by financing activities

 

 

19,848

 

 

 

60,590

 

 

 

(40,742

)

 

(67

)%

Effect of foreign exchange on cash and cash equivalents

 

 

188

 

 

 

958

 

 

 

(770

)

 

(80

)%

Net increase (decrease) in cash and cash equivalents

 

 

43,162

 

 

 

(23,154

)

 

 

66,316

 

 

(286

)%

Cash and cash equivalents, beginning of period

 

 

221,666

 

 

 

228,340

 

 

 

(6,674

)

 

(3

)%

Cash and cash equivalents, end of period

 

$

264,828

 

 

$

205,186

 

 

$

59,642

 

 

29

%

 

 

 

 

 

 

 

 

 

Net Revenue by Operating Segment

 

 

For the three months ended

 

For the three months ended

(In thousands of U.S. dollars)

 

August 31, 2025

 

% of Total
Revenue

 

August 31, 2024

 

% of Total
Revenue

Beverage business

 

$

55,739

 

 

27%

 

$

55,972

 

 

28%

Cannabis business

 

 

64,511

 

 

31%

 

 

61,249

 

 

31%

Distribution business

 

 

74,007

 

 

35%

 

 

68,071

 

 

34%

Wellness business

 

 

15,244

 

 

7%

 

 

14,752

 

 

7%

Total net revenue

 

$

209,501

 

 

100%

 

$

200,044

 

 

100%

 

 

 

 

 

 

 

 

 

Net Revenue by Operating Segment in Constant Currency

 

 

For the three months ended

 

For the three months ended

 

 

August 31, 2025

 

 

 

August 31, 2024

 

 

(In thousands of U.S. dollars)

 

as reported in
constant currency

 

% of Total
Revenue

 

as reported in
constant currency

 

% of Total
Revenue

Beverage business

 

$

55,739

 

 

27%

 

$

55,972

 

 

28%

Cannabis business

 

 

64,049

 

 

31%

 

 

61,249

 

 

31%

Distribution business

 

 

69,706

 

 

34%

 

 

68,071

 

 

34%

Wellness business

 

 

15,281

 

 

8%

 

 

14,752

 

 

7%

Total net revenue

 

$

204,775

 

 

100%

 

$

200,044

 

 

100%

 

 

 

 

 

 

 

 

 

Net Cannabis Revenue by Market Channel

 

 

For the three months ended

 

For the three months ended

(In thousands of U.S. dollars)

 

August 31, 2025

 

% of Total
Revenue

 

August 31, 2024

 

% of Total
Revenue

Revenue from Canadian medical cannabis

 

$

6,146

 

 

10%

 

$

6,261

 

 

10%

Revenue from Canadian adult-use cannabis

 

 

64,067

 

 

99%

 

 

57,235

 

 

94%

Revenue from wholesale cannabis

 

 

4,155

 

 

6%

 

 

5,507

 

 

9%

Revenue from international cannabis

 

 

13,367

 

 

21%

 

 

12,191

 

 

20%

Less excise taxes

 

 

(23,224

)

 

(36)%

 

 

(19,945

)

 

(33)%

Total

 

$

64,511

 

 

100%

 

$

61,249

 

 

100%

 

 

 

 

 

 

 

 

 

Net Cannabis Revenue by Market Channel in Constant Currency

 

 

For the three months ended

 

For the three months ended

 

 

August 31, 2025

 

 

 

August 31, 2024

 

 

(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

 

$

6,174

 

 

9%

 

$

6,261

 

 

10%

Revenue from Canadian adult-use cannabis

 

 

64,359

 

 

100%

 

 

57,235

 

 

94%

Revenue from wholesale cannabis

 

 

4,173

 

 

7%

 

 

5,507

 

 

9%

Revenue from international cannabis

 

 

12,674

 

 

20%

 

 

12,191

 

 

20%

Less excise taxes

 

 

(23,331

)

 

(36)%

 

 

(19,945

)

 

(33)%

Total

 

$

64,049

 

 

100%

 

$

61,249

 

 

100%

 

 

 

 

 

 

 

 

 

Other Financial Information: Key Operating Metrics

 

 

For the three months ended

 

 

August 31,

 

August 31,

(in thousands of U.S. dollars)

 

 

2025

 

 

 

2024

 

Net beverage revenue

 

$

55,739

 

 

$

55,972

 

Net cannabis revenue

 

 

64,511

 

 

 

61,249

 

Distribution revenue

 

 

74,007

 

 

 

68,071

 

Wellness revenue

 

 

15,244

 

 

 

14,752

 

Beverage costs

 

 

34,413

 

 

 

33,050

 

Cannabis costs

 

 

41,241

 

 

 

37,054

 

Distribution costs

 

 

66,008

 

 

 

60,138

 

Wellness costs

 

 

10,370

 

 

 

10,096

 

Adjusted gross profit (excluding PPA step-up) (1)

 

 

57,469

 

 

 

59,881

 

Beverage adjusted gross margin (excluding PPA step-up) (1)

 

 

38

%

 

 

41

%

Cannabis adjusted gross margin (excluding PPA step-up) (1)

 

 

36

%

 

 

40

%

Distribution gross margin

 

 

11

%

 

 

12

%

Wellness gross margin

 

 

32

%

 

 

32

%

Adjusted EBITDA (1)

 

$

10,181

 

 

$

9,334

 

Cash and marketable securities (1) as at the period ended:

 

 

264,828

 

 

 

280,055

 

Working capital as at the period ended:

 

$

433,508

 

 

$

432,334

 

 

 

 

 

 

Other Financial Information: Gross Margin and Adjusted Gross Margin

 

 

 

 

 

 

 

 

For the three months ended August 31, 2025

(In thousands of U.S. dollars)

 

Beverage

 

Cannabis

 

Distribution

 

Wellness

 

Total

Net revenue

 

$

55,739

 

 

$

64,511

 

 

$

74,007

 

 

$

15,244

 

 

$

209,501

 

Cost of goods sold

 

 

34,413

 

 

 

41,241

 

 

 

66,008

 

 

 

10,370

 

 

 

152,032

 

Gross profit

 

 

21,326

 

 

 

23,270

 

 

 

7,999

 

 

 

4,874

 

 

 

57,469

 

Gross margin

 

 

38

%

 

 

36

%

 

 

11

%

 

 

32

%

 

 

27

%

 

 

 

 

 

 

 

 

 

 

 

 

 

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

%

 

 

 

 

 

 

 

 

 

 

 

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)

 

 

2025

 

 

 

2024

 

 

2025 vs. 2024

Net income (loss)

 

$

1,513

 

 

$

(34,652

)

 

$

36,165

 

 

(104

)%

Income tax expense (recovery), net

 

 

(2,285

)

 

 

886

 

 

 

(3,171

)

 

(358

)%

Interest expense, net

 

 

6,696

 

 

 

9,842

 

 

 

(3,146

)

 

(32

)%

Non-operating income (expense), net

 

 

(3,832

)

 

 

(12,646

)

 

 

8,814

 

 

(70

)%

Amortization

 

 

15,561

 

 

 

31,814

 

 

 

(16,253

)

 

(51

)%

Stock-based compensation

 

 

5,052

 

 

 

6,917

 

 

 

(1,865

)

 

(27

)%

Change in fair value of contingent consideration

 

 

(15,000

)

 

 

 

 

 

(15,000

)

 

NM

Project 420 business optimization

 

 

200

 

 

 

 

 

 

200

 

 

NM

Purchase price accounting step-up

 

 

 

 

 

175

 

 

 

(175

)

 

(100

)%

Litigation costs, net of recoveries

 

 

1,007

 

 

 

1,595

 

 

 

(588

)

 

(37

)%

Restructuring costs

 

 

869

 

 

 

4,247

 

 

 

(3,378

)

 

(80

)%

Transaction costs (income), net

 

 

400

 

 

 

1,156

 

 

 

(756

)

 

(65

)%

Adjusted EBITDA

 

$

10,181

 

 

$

9,334

 

 

$

847

 

 

9

%

 

 

 

 

 

 

 

 

 

Other Financial Information: Adjusted Net Income (Loss) Per Share

 

 

 

 

 

 

 

 

For the three months ended

 

 

 

 

 

 

August 31,

 

August 31,

 

Change

 

% Change

 

 

 

2025

 

 

 

2024

 

 

Change

Net loss attributable to stockholders of Tilray Brands, Inc.

 

$

(322

)

 

$

(39,165

)

 

$

38,843

 

 

(99

)%

Non-operating income (expense), net

 

 

(3,832

)

 

 

(12,646

)

 

 

8,814

 

 

(70

)%

Amortization

 

 

15,561

 

 

 

31,814

 

 

 

(16,253

)

 

(51

)%

Stock-based compensation

 

 

5,052

 

 

 

6,917

 

 

 

(1,865

)

 

(27

)%

Change in fair value of contingent consideration

 

 

(15,000

)

 

 

 

 

 

(15,000

)

 

NM

Project 420 business optimization

 

 

200

 

 

 

 

 

 

200

 

 

NM

Litigation costs, net of recoveries

 

 

1,007

 

 

 

1,595

 

 

 

(588

)

 

(37

)%

Restructuring costs

 

 

869

 

 

 

4,247

 

 

 

(3,378

)

 

(80

)%

Transaction costs (income)

 

 

400

 

 

 

1,156

 

 

 

(756

)

 

(65

)%

Adjusted net income (loss)

 

$

3,935

 

 

$

(6,082

)

 

$

10,017

 

 

(165

)%

Adjusted net income (loss) per share – basic and diluted

 

$

0.00

 

 

$

(0.01

)

 

$

0.01

 

 

(100

)%

 

 

 

 

 

 

 

 

 

Other Financial Information: Adjusted Free Cash Flow

 

 

 

 

 

 

 

 

 

 

For the three months ended

 

 

 

 

 

 

August 31,

 

August 31,

 

Change

 

% Change

(In thousands of U.S. dollars)

 

 

2025

 

 

 

2024

 

 

2025 vs. 2024

Net cash used in operating activities

 

$

(1,341

)

 

$

(35,307

)

 

$

33,966

 

 

(96

)%

Less: investments in capital and intangible assets, net

 

 

(9,230

)

 

 

(6,708

)

 

 

(2,522

)

 

38

%

Free cash flow

 

$

(10,571

)

 

$

(42,015

)

 

$

31,444

 

 

(75

)%

Add: growth CAPEX

 

 

3,009

 

 

 

2,540

 

 

 

469

 

 

18

%

Add: cash paid for litigation settlements

 

 

2,804

 

 

 

 

 

 

2,804

 

 

NM

Adjusted free cash flow

 

$

(4,758

)

 

$

(39,475

)

 

$

34,717

 

 

(88

)%

 

 

 

 

 

 

 

 

 

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