HEXO HEXO Corp

 Tilray Brands, Inc. (“Tilray” or the “Company”) (Nasdaq: TLRY; TSX: TLRY), a leading global cannabis-lifestyle and consumer packaged goods company inspiring and empowering the worldwide community to live their very best life, today reported financial results for the third fiscal quarter ended February 28, 2023. All financial information in this press release is reported in U.S. dollars, unless otherwise indicated.

Tilray also announces today that it entered into a definitive agreement to acquire HEXO Corp. (NASDAQ: HEXO; TSX: HEXO) for an aggregate purchase price of approximately US$56 million, to be satisfied through the issuance of 0.4352 of Tilray Common Stock for each outstanding HEXO share. The acquisition, which is structured as an arrangement under applicable Canadian laws (the “Arrangement”), builds on the successful strategic alliance between the two companies and positions Tilray for continued strong growth and market leadership in Canada, the largest federally legal cannabis market in the world.

The completion of the Arrangement is subject to customary and negotiated closing conditions, including HEXO shareholder approval and court approval, and is expected to close in June 2023. Further information about the HEXO transaction is included in an investor presentation available on the investor section of Tilray.com and in our Current Report on Form 8-K filed today.

Financial Highlights

• Net revenue increased to $145.6 million compared to $144.1 million in the prior quarter. On a constant currency basis, net revenue was $154.2 million in the third quarter of 2023, up 2% from the prior year quarter.
• Distribution revenue increased 5% to $65.4 million, from the prior year quarter. On a constant currency basis, distribution revenue increased 12% to $70.1 million.
• Gross Profit (Loss) was ($11.7) million, while adjusted gross profit was $44.3 million. Gross margin was negative 8%, while adjusted gross margin rose to 30% from 26% in the year-ago quarter.
• Adjusted cannabis gross profit increased to $22.2 million from $18.0 million in the prior year quarter, while adjusted gross margin percentage increased to 47% from 33%.
• Achieved $22 million in annualized run-rate savings (and $12 million in actual cost savings) as part of $30 million cost optimization plan announced in Q4 of 2022; total annualized cash cost-savings since the closing of the Tilray-Aphria transaction reached $122 million.
• Adjusted EBITDA of $14.0 million, marking 16th consecutive quarter of positive adjusted EBITDA. Currently expecting Adjusted EBITDA in the range of $60 to $66 million, a greater than 30% increase from the prior year.
• Strong financial position with $408.3 million in cash and marketable securities.
• Reiterated expectation to deliver positive free cash flow from operating segments in fiscal 2023.
• Recorded non-cash $1.1 billion net asset reduction resulting from higher interest rates and a decline in market capitalization. This non-cash net asset reduction has no impact on the Company’s compliance with debt covenants, its cash flows or available liquidity.

Irwin D. Simon, Tilray Brands’ Chairman and Chief Executive Officer, stated, “During the quarter, we continued to focus on our highest priorities: sustaining and growing the top-line across core markets and geographies while optimizing the platform to achieve positive free cash flow on an accelerated timeline. We are executing on both fronts and delivered revenue growth despite challenging market dynamics across Canada, Europe, and the U.S, as well as our 16th consecutive quarter of positive adjusted EBITDA.”

Mr. Simon continued, “Looking ahead, we are focused on being the leading, most diversified cannabis lifestyle and CPG company in the world. Our strategy to deliver on this vision is centered on pursuing targeted growth opportunities, as reflected in our opportunistic acquisitions of both Montauk Brewing Company and HEXO, which has made significant strides in driving operating efficiency and improving profitability while continuing to invest in industry-leading brands. We are incredibly excited about our combined prospects moving forward with HEXO and expect a seamless integration of HEXO’s business into our efficient, built-to-last platform. At the same time, we will continue our relentless focus on cost and operational efficiencies and strengthening our industry-leading balance sheet to deliver sustained, profitable growth and shareholder value.”

Mark Attanasio, Chairman of HEXO, said, “Over the past year, HEXO established and has been executing on a rigorous cost-cutting and balance sheet optimization plan.  As we began working with Tilray last year, the value that could be achieved through the combination of our businesses in order to compete and drive profitable growth in the highly fragmented Canadian market was immediately clear. With the recent headwinds in the cannabis industry, our Board determined that HEXO shareholders would benefit from being part of Tilray’s diversified business and from the strong plan in place they have to reinforce their industry leadership, continue to strengthen the top and bottom lines, and to drive value creation. With Irwin and his leadership team, we are confident that our brands will continue to grow and thrive as part of Tilray Brands.”

Operating Highlights

Leadership in Global Cannabis Operations, Brands, and Market Share:

• In Canada, despite ongoing challenging cannabis market conditions, quarter over quarter, Tilray maintained its #1 cannabis market share position. With the addition of HEXO’s leading high-growth brands, the Company expects to significantly bolster its position supported by low-cost operations and complimentary distribution across all Canadian geographies. The combined company is expected to strengthen Tilray’s existing Canadian position with 12.9% pro-forma market share and #1 market position across all major markets and a leading share across most product categories. This includes anticipated pro-forma net sales of approximately US$215M and the leading low-cost operations with distribution across all Canadian geographies.
• Capitalizing on the unrivaled platform provided by its cultivation and distribution operations across Portugal and Germany and the leadership team’s depth of commercial and regulatory expertise, Tilray is focused on growing its leading market share in medical cannabis in the countries in which it distributes today and achieving early-mover advantage in new countries as cannabis legalization continues to proliferate across Europe.

Maximizing the High-Growth Potential of U.S. CPG and Craft-Beverage Portfolio:

• In the third quarter, Tilray made substantial strides across its five craft-beverage brands including leaders SweetWater Brewing Company, Breckenridge Distillery, and Montauk Brewing Company, and its wellness brand Manitoba Harvest. By expanding recognition and distribution, Tilray will be well positioned to immediately leverage these brands to drive significant additional revenue in adult-use cannabis, pending federal legalization.

Strategic Growth Actions

• April 2023 – Tilray Medical Expands Footprint in Europe and Broadens Distribution Across the Czech Republic
• April 2023 – SweetWater Brewing Company Expands Across 44 States with Nevada Launch
• April 2023 - Manitoba Harvest Expands Whole Foods Market Distribution
• April 2023 - Breckenridge Distillery Wins Big at Whisky Magazine’s 2023 World Whiskies Awards
• March 2023 - Alpine Beer Opens Taproom at Petco Park Stadium in San Diego
• March 2023 - Breckenridge Distillery Establishes March 31st as National Après Day
• March 2023 - Montauk Brewing Expands Distribution Across the Northeast
• March 2023 - Tilray Brands Stockholders Approve Charter Amendment to Enhance Corporate Governance and Support Strategic Growth Plan
• March 2023 - SweetWater Brewing Company Brings Back Popular Triple Tail Tropical India Pale Ale
• March 2023 - SweetWater Brewing Company Introduces New West Coast Style India Pale Ale
• March 2023 - Potently Canadian Cannabis Brand, CANACA, Introduces New Collection of Terpene Rich Products Across Canada
• February 2023 - Good Supply Cannabis Brand Launches Canada’s Strongest Infused Pre-Rolls
• February 2023 - Breckenridge Distillery Strikes Gold at 2023 World Whiskies Awards
• February 2023 - Good Supply Cannabis Brand Launches New Product Lineup
• February 2023 - SweetWater Announces 420 Fest 2023 Lineup and Venue
• February 2023 - Breckenridge Distillery Launches Limited-Edition Sexy Motor Oil Whiskey for Valentine’s Day
• February 2023 - SweetWater Brewing Company Introduces New Crisp Lager to Year-Round Lineup
• January 2023 - Alpine Beer Launches INFINITE HAZE Hazy IPA
• January 2023 - Solei Cannabis Brand Introduces New Approach to Wellness with New Product Lineup and Brand Refresh
• January 2023 - SweetWater Brewing Company Celebrates 26 Years of Brewing with Throwback Beers, Jam Bands

Live Conference Call and Audio WebcastTilray Brands will host a webcast to discuss these results today at 5:00 p.m. ET. Investors may join the live webcast available on the Investors section of the Company’s website at www.tilray.com. The webcast will also be archived after the call concludes.

About Tilray BrandsTilray Brands, Inc. (Nasdaq: TLRY; TSX: TLRY), is a leading global cannabis-lifestyle and consumer packaged goods company with operations in Canada, the United States, Europe, Australia, and Latin America that is changing people's lives for the better – one person at a time. Tilray Brands delivers on this mission by inspiring and empowering the worldwide community to live their very best life, enhanced by moments of connection and wellbeing. Patients and consumers trust Tilray Brands to be the most responsible, trusted and market leading cannabis consumer products company in the world with a portfolio of innovative, high-quality and beloved brands that address the needs of the consumers, customers and patients we serve. A pioneer in cannabis research, cultivation, and distribution, Tilray Brands’ unprecedented production platform supports over 20 brands in over 20 countries, including comprehensive cannabis offerings, hemp-based foods, and craft beverages.

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

Cautionary Statement Concerning Forward-Looking 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 the world's leading cannabis-focused consumer branded company; the Company’s ability to generate its targeted amount of Adjusted EBITDA for the fiscal year ending May 31, 2023; the Company’s expectation to be free-cash flow positive in its operating business units; 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 complete the acquisition of HEXO; the Company’s ability to successfully achieve revenue growth, production and supply chain efficiencies, synergies and cost savings, including with respect to the HEXO acquisition; expansion of medical and recreational sales legalization across the global cannabis industry, including in Europe; and the Company’s anticipated investments and acquisitions, including in organic and strategic growth, partnership efforts, product offerings and other initiatives.

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

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

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

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

Adjusted EBITDA is calculated as net income (loss) before income tax expense (recovery); interest expense, net; non-operating income (expense), net; amortization; stock-based compensation; change in fair value of contingent consideration; impairments; purchase price accounting step-up; facility start-up and closure costs; lease expense; litigation (recovery) costs; restructuring costs; and transaction (income) costs. A reconciliation of Adjusted EBITDA to net loss, the most directly comparable GAAP measure, has been provided in the financial statement tables included below in this press release. Adjusted gross profit, is calculated as gross profit adjusted to exclude the impact of inventory valuation adjustment and purchase price accounting valuation step-up. A reconciliation of Adjusted gross profit, excluding inventory valuation adjustments and purchase price accounting valuation step-up, to gross profit, the most directly comparable GAAP measure, has been provided in the financial statement tables included below in this press release. Adjusted gross margin, excluding inventory valuation adjustments and purchase price accounting valuation step-up, 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 Adjusted gross margin, excluding inventory valuation adjustments and purchase price accounting valuation step-up, to gross margin, the most directly comparable GAAP measure, has been provided in the financial statement tables included below in this press release. Adjusted net income is calculated as net (loss) income plus (minus) non-operating income (expense), net, change in fair value of contingent consideration, impairments; inventory write down, litigation (recovery) costs, restructuring costs, and transaction (income) costs. A reconciliation of Adjusted net income, the most directly comparable GAAP measure, has been provided in the financial statement tables included below in this press release. Free cash flow is comprised of two GAAP measures deducted from each other which are net cash flow provided by (used in) operating activities less investments in capital and intangible assets. A reconciliation of net cash flow provided by (used in) operating activities to free cash flow, the most directly comparable GAAP measure, has been provided in the financial statement tables included below in this press release.

For further information:

Media: Berrin Noorata, news@tilray.com Investors: Raphael Gross, +1-203-682-8253, Raphael.Gross@icrinc.com

 

Consolidated Statements of Financial Position
		February 28,				May 31,
(in thousands of US dollars)			2023				2022
Assets
Current assets
Cash and cash equivalents		$	164,997			$	415,909
Marketable Securities			243,286				-
Accounts receivable, net			78,342				95,279
Inventory			202,800				245,529
Prepaids and other current assets			69,087				46,786
Total current assets			758,512				803,503
Capital assets			425,263				587,499
Right-of-use assets			6,492				12,996
Intangible assets			994,325				1,277,875
Goodwill			2,005,701				2,641,305
Interest in equity investees			4,638				4,952
Long-term investments			7,620				10,050
Convertible notes receivable			168,356				111,200
Other assets			4,993				314
Total assets		$	4,375,900			$	5,449,694
Liabilities
Current liabilities
Bank indebtedness		$	18,125			$	18,123
Accounts payable and accrued liabilities			163,422				157,431
Contingent consideration			16,219				16,007
Warrant liability			7,414				14,255
Current portion of lease liabilities			2,528				6,703
Current portion of long-term debt			77,892				67,823
Current portion of convertible debentures payable			184,082				-
Total current liabilities			469,682				280,342
Long - term liabilities
Lease liabilities			8,598				11,329
Long-term debt			89,419				117,879
Convertible debentures payable			223,087				401,949
Deferred tax liabilities			164,412				196,638
Other liabilities			3,335				191
Total liabilities			969,129				1,008,328
Commitments and contingencies (refer to Note 17)
Stockholders' equity
Common stock ($0.0001 par value; 980,000,000 shares authorized; 617,857,031 and 532,674,887 shares issued and outstanding, respectively)			62				53
Series A Preferred Stock ($0.0001 par value; 10,000,000 shares authorized; 120,000 and nil shares issued and outstanding, respectively)			-				-
Additional paid-in capital			5,723,342				5,382,367
Accumulated other comprehensive loss			(42,948	)			(20,764	)
Accumulated Deficit			(2,276,794	)			(962,851	)
Total Tilray Brands, Inc. stockholders' equity			3,403,662				4,398,805
Non-controlling interests			3,109				42,561
Total stockholders' equity			3,406,771				4,441,366
Total liabilities and stockholders' equity		$	4,375,900			$	5,449,694

 

Condensed Consolidated Statements of Net Income (Loss) and Comprehensive Income (Loss)
		For the three months															For the nine months
		ended February 28,								Change				% Change			ended February 28,								Change				% Change
(in thousands of U.S. dollars, except for per share data)			2023				2022			2023 vs. 2022								2023				2022			2023 vs. 2022
Net revenue		$	145,589			$	151,871			$	(6,282	)		(4	)%		$	442,936			$	475,047			$	(32,111	)		(7	)%
Cost of goods sold			157,288				112,042				45,246			40	%			363,139				351,497				11,642			3	%
Gross profit (loss)			(11,699	)			39,829				(51,528	)		(129	)%			79,797				123,550				(43,753	)		(35	)%
Operating expenses:
General and administrative			38,999				38,445				554			1	%			117,385				121,401				(4,016	)		(3	)%
Selling			6,452				8,641				(2,189	)		(25	)%			25,792				25,283				509			2	%
Amortization			23,518				24,590				(1,072	)		(4	)%			71,872				84,345				(12,473	)		(15	)%
Marketing and promotion			7,354				7,578				(224	)		(3	)%			23,137				20,163				2,974			15	%
Research and development			171				164				7			4	%			502				1,464				(962	)		(66	)%
Change in fair value of contingent consideration			352				(30,747	)			31,099			(101	)%			563				(29,065	)			29,628			(102	)%
Impairments			1,115,376				—				1,115,376			NM				1,115,376				—				1,115,376			NM
Litigation (recovery) costs			(5,230	)			4,215				(9,445	)		(224	)%			(1,970	)			6,489				(8,459	)		(130	)%
Restructuring costs			2,663				—				2,663			0	%			10,727				795				9,932			1249	%
Transaction (income) costs			5,382				5,023				359			7	%			(3,882	)			35,653				(39,535	)		(111	)%
Total operating expenses			1,195,037				57,909				1,137,128			1964	%			1,359,502				266,528				1,092,974			410	%
Operating loss			(1,206,736	)			(18,080	)			(1,188,656	)		6574	%			(1,279,705	)			(142,978	)			(1,136,727	)		795	%
Interest expense, net			(1,040	)			(2,312	)			1,272			(55	)%			(8,560	)			(22,422	)			13,862			(62	)%
Non-operating income (expense), net			1,213				71,037				(69,824	)		(98	)%			(50,229	)			186,329				(236,558	)		(127	)%
(Loss) income before income taxes			(1,206,563	)			50,645				(1,257,208	)		(2,482	)%			(1,338,494	)			20,929				(1,359,423	)		(6,495	)%
Income taxes (benefit) expense			(10,811	)			(1,830	)			(8,981	)		491	%			(15,313	)			(2,739	)			(12,574	)		459	%
Net (loss) income		$	(1,195,752	)		$	52,475			$	(1,248,227	)		(2,379	)%			(1,323,181	)			23,668				(1,346,849	)		(5,691	)%
Net loss per share - basic and diluted		$	(1.90	)		$	0.09			$	(1.99	)		(2,214	)%		$	(2.20	)		$	0.00			$	(2.20	)		(77,239	)%

Condensed Consolidated Statements of Cash Flows
		For the nine months
		ended February 28,								Change				% Change
(in thousands of US dollars)			2023				2022			2023 vs. 2022
Cash used in operating activities:
Net (loss) income		$	(1,323,181	)		$	23,668			$	(1,346,849	)		(5691	)%
Adjustments for:
Deferred income tax recovery			(29,537	)			(17,296	)			(12,241	)		71	%
Unrealized foreign exchange loss			13,711				1,699				12,012			707	%
Amortization			101,156				113,824				(12,668	)		(11	)%
Loss (gain) on sale of capital assets			(2	)			(631	)			629			(100	)%
Inventory valuation write down			55,000				12,000				43,000			358	%
Impairments			1,115,376				-				1,115,376			0	%
Other non-cash items			12,933				962				11,971			1244	%
Stock-based compensation			29,766				27,025				2,741			10	%
Loss (gain) on long-term investments & equity investments			2,843				(2,401	)			5,244			(218	)%
Loss (gain) on derivative instruments			13,534				(210,653	)			224,187			(106	)%
Change in fair value of contingent consideration			563				(29,065	)			29,628			(102	)%
Change in non-cash working capital:
Accounts receivable			18,053				(458	)			18,511			(4042	)%
Prepaids and other current assets			(32,680	)			(953	)			(31,727	)		3329	%
Inventory			(11,808	)			(16,512	)			4,704			(28	)%
Accounts payable and accrued liabilities			(1,419	)			(57,947	)			56,528			(98	)%
Net cash used in operating activities			(35,692	)			(156,738	)			121,046			(77	)%
Cash used in investing activities:
Investment in capital and intangible assets			(8,394	)			(28,470	)			20,076			(71	)%
Proceeds from disposal of capital and intangible assets			2,175				11,526				(9,351	)		(81	)%
Purchase of marketable securities, net			(243,186	)			-				(243,186	)		0	%
Net cash paid for business acquisition			(28,122	)			326				(28,448	)		(8726	)%
Net cash used in investing activities			(277,527	)			(16,618	)			(260,909	)		1570	%
Cash provided by (used in) financing activities:
Share capital issued, net of cash issuance costs			129,593				—				129,593			0	%
Shares effectively repurchased for employee withholding tax			(1,189	)			(3,149	)			1,960			(62	)%
Proceeds from long-term debt			1,288				—				1,288			0	%
Repayment of long-term debt and convertible debt			(64,658	)			(34,570	)			(30,088	)		87	%
Repayment of lease liabilities			(1,114	)			(4,672	)			3,558			(76	)%
Net increase in bank indebtedness			2				8,779				(8,777	)		(100	)%
Net cash provided by (used in) financing activities			63,922				(33,612	)			97,534			(290	)%
Effect of foreign exchange on cash and cash equivalents			(1,615	)			(2,284	)			669			(29	)%
Net decrease in cash and cash equivalents			(250,912	)			(209,252	)			(41,660	)		20	%
Cash and cash equivalents, beginning of period			415,909				488,466				(72,557	)		(15	)%
Cash and cash equivalents, end of period		$	164,997			$	279,214			$	(114,217	)		(41	)%

 

Other Financial Information: Key Operating Metrics
		For the three months								For the nine months
		ended February 28,								ended February 28,
(in thousands of U.S. dollars)			2023				2022				2023				2022
Net cannabis revenue		$	47,549			$	55,045			$	156,017			$	184,269
Distribution revenue			65,385				62,532				186,158				198,587
Net beverage alcohol revenue			20,640				19,597				62,689				48,765
Wellness revenue			12,015				14,697				38,072				43,426
Cannabis costs			77,604				37,042				137,800				122,492
Beverage alcohol costs			10,663				8,091				32,932				20,674
Distribution costs			57,964				57,566				165,443				178,093
Wellness costs			8,299				9,343				26,964				30,238
Adjusted gross profit (excluding PPA step-up and inventory valuation adjustments) (1)			44,310				39,829				138,020				135,550
Cannabis adjusted gross margin (excluding inventory valuation adjustments) (1)			47	%			33	%			47	%			40	%
Beverage alcohol adjusted gross margin (excluding PPA step-up) (1)			53	%			59	%			53	%			58	%
Distribution gross margin			11	%			8	%			11	%			10	%
Wellness gross margin			31	%			36	%			29	%			30	%
Adjusted EBITDA (1)			14,015				10,086				39,254				36,543
Cash and cash equivalents and marketable securities			408,283				279,214				408,283				279,214
Working capital			288,830				413,358				288,830				413,358

 

Net Revenue by Operating Segment
		For the three months				% of Total Revenue			For the three months				% of Total Revenue			For the nine months				% of Total Revenue			For the nine months				% of Total Revenue
(In thousands of U.S. dollars)		February 28, 2023							February 28, 2022							February 28, 2023							February 28, 2022
Cannabis business		$	47,549			33%			$	55,045			36%			$	156,017			35%			$	184,269			39%
Distribution business			65,385			45%				62,532			41%				186,158			42%				198,587			42%
Beverage alcohol business			20,640			14%				19,597			13%				62,689			14%				48,765			10%
Wellness business			12,015			8%				14,697			10%				38,072			9%				43,426			9%
Total net revenue		$	145,589			100%			$	151,871			100%			$	442,936			100%			$	475,047			100%
Net Revenue by Operating Segment in Constant Currency
		For the three months							For the three months							For the nine months							For the nine months
		February 28, 2023							February 28, 2022							February 28, 2023							February 28, 2022
(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
Cannabis business		$	51,007			33%			$	55,045			36%			$	164,746			34%			$	184,269			39%
Distribution business			70,144			45%				62,532			41%				211,676			44%				198,587			42%
Beverage alcohol business			20,640			14%				19,597			13%				62,689			13%				48,765			10%
Wellness business			12,385			8%				14,697			10%				39,144			8%				43,426			9%
Total net revenue		$	154,176			100%			$	151,871			100%			$	478,255			99%			$	475,047			100%
Net Cannabis Revenue by Market Channel
		For the three months				% of Total Revenue			For the three months				% of Total Revenue			For the nine months				% of Total Revenue			For the nine months				% of Total Revenue
(In thousands of U.S. dollars)		February 28, 2023							February 28, 2022							February 28, 2023							February 28, 2022
Revenue from Canadian medical cannabis products		$	6,035			13%			$	7,050			13%			$	18,920			12%			$	23,353			13%
Revenue from Canadian adult-use cannabis products			45,318			96%				43,504			79%				156,063			100%				162,632			87%
Revenue from wholesale cannabis products			58			0%				2,804			5%				686			0%				6,763			4%
Revenue from international cannabis products			9,707			20%				15,820			29%				27,834			18%				39,792			22%
Less excise taxes			(13,569	)		-29%				(14,133	)		-26%				(47,486	)		-30%				(48,271	)		-26%
Total		$	47,549			100%			$	55,045			100%			$	156,017			100%			$	184,269			100%
Net Cannabis Revenue by Market Channel in Constant Currency
		For the three months							For the three months							For the nine months							For the nine months
		February 28, 2023							February 28, 2022							February 28, 2023							February 28, 2022
(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 products		$	6,442			13%			$	7,050			13%			$	20,093			12%			$	23,353			13%
Revenue from Canadian adult-use cannabis products			48,721			96%				43,504			79%				162,777			99%				162,632			87%
Revenue from wholesale cannabis products			62			0%				2,804			5%				726			0%				6,763			4%
Revenue from international cannabis products			10,269			20%				15,820			29%				31,627			19%				39,792			22%
Less excise taxes			(14,487	)		-28%				(14,133	)		-26%				(50,477	)		-31%				(48,271	)		-26%
Total		$	51,007			100%			$	55,045			100%			$	164,746			100%			$	184,269			100%

Other Financial Information: Gross Margin and Adjusted Gross Margin
		For the three months ended February 28, 2023
(In thousands of U.S. dollars)		Cannabis				Beverage				Distribution				Wellness				Total
Net revenue		$	47,549			$	20,640			$	65,385			$	12,015			$	145,589
Cost of goods sold			80,362				10,663				57,964				8,299				157,288
Gross profit			(32,813	)			9,977				7,421				3,716				(11,699	)
Gross margin			-69%				48%				11%				31%				-8%
Adjustments:
Inventory valuation adjustments			55,000				-				-				-				55,000
Purchase price accounting step-up			-				1,009				-				-				1,009
Adjusted gross profit			22,187				10,986				7,421				3,716				44,310
Adjusted gross margin			47%				53%				11%				31%				30%
		For the three months ended February 28, 2022
(In thousands of U.S. dollars)		Cannabis				Beverage				Distribution				Wellness				Total
Net revenue		$	55,045			$	19,597			$	62,532			$	14,697			$	151,871
Cost of goods sold			37,042				8,091				57,566				9,343				112,042
Gross profit			18,003				11,506				4,966				5,354				39,829
Gross margin			33%				59%				8%				36%				26%
		For the nine months ended February 28, 2023
(In thousands of U.S. dollars)		Cannabis				Beverage				Distribution				Wellness				Total
Net revenue		$	156,017			$	62,689			$	186,158			$	38,072			$	442,936
Cost of goods sold			137,800				32,932				165,443				26,964				363,139
Gross profit			18,217				29,757				20,715				11,108				79,797
Gross margin			12%				47%				11%				29%				18%
Adjustments:
Inventory valuation adjustments			55,000				-				-				-				55,000
Purchase price accounting step-up			-				3,223				-				-				3,223
Adjusted gross profit			73,217				32,980				20,715				11,108				138,020
Adjusted gross margin			47%				53%				11%				29%				31%
		For the nine months ended February 28, 2022
(In thousands of U.S. dollars)		Cannabis				Beverage				Distribution				Wellness				Total
Net revenue		$	184,269			$	48,765			$	198,587			$	43,426			$	475,047
Cost of goods sold			122,492				20,674				178,093				30,238				351,497
Gross profit			61,777				28,091				20,494				13,188				123,550
Gross margin			34%				58%				10%				30%				26%
Adjustments:
Inventory valuation adjustments			12,000				-				-				-				12,000
Adjusted gross profit			73,777				28,091				20,494				13,188				135,550
Adjusted gross margin			40%				58%				10%				30%				29%

Other Financial Information: Adjusted Earnings Before Interest, Taxes and Amortization
		For the three months															For the nine months
		ended February 28,								Change				% Change			ended February 28,								Change				% Change
(In thousands of U.S. dollars)			2023				2022			2023 vs. 2022								2023				2022			2023 vs. 2022
Net (loss) income		$	(1,195,752	)		$	52,475			$	(1,248,227	)		(2,379	)%		$	(1,323,181	)		$	23,668			$	(1,346,849	)		(5,691	)%
Income taxes (benefit) expense			(10,811	)			(1,830	)			(8,981	)		491	%			(15,313	)			(2,739	)			(12,574	)		459	%
Interest expense, net			1,040				2,312				(1,272	)		(55	)%			8,560				22,422				(13,862	)		(62	)%
Non-operating income (expense), net			(1,213	)			(71,037	)			69,824			(98	)%			50,229				(186,329	)			236,558			(127	)%
Amortization			33,769				37,020				(3,251	)		(9	)%			101,156				113,824				(12,668	)		(11	)%
Stock-based compensation			9,630				9,355				275			3	%			29,766				27,025				2,741			10	%
Change in fair value of contingent consideration			352				(30,747	)			31,099			(101	)%			563				(29,065	)			29,628			(102	)%
Impairments			1,115,376				-				1,115,376			NM				1,115,376				-				1,115,376			NM
Purchase price accounting step-up			1,009				-				1,009			NM				3,223				-				3,223			NM
Facility start-up and closure costs			2,100				2,500				(400	)		(16	)%			6,900				10,400				(3,500	)		(34	)%
Lease expense			700				800				(100	)		(13	)%			2,100				2,400				(300	)		(13	)%
Litigation (recovery) costs			(5,230	)			4,215				(9,445	)		(224	)%			(1,970	)			6,489				(8,459	)		(130	)%
Restructuring costs			2,663				-				2,663			NM				10,727				795				9,932			1249	%
Transaction (income) costs			5,382				5,023				359			7	%			(3,882	)			35,653				(39,535	)		(111	)%
Adjusted EBITDA		$	14,015			$	10,086			$	3,929			39	%		$	39,254			$	36,543			$	2,711			7	%
Other Financial Information: Adjusted Net Loss
		For the three months															For the nine months
		ended February 28,								Change				% Change			ended February 28,								Change				% Change
(In thousands of U.S. dollars)			2023				2022			2023 vs. 2022								2023				2022			2023 vs. 2022
Net (loss) income		$	(1,195,752	)		$	52,475			$	(1,248,227	)		(2,379	)%		$	(1,323,181	)		$	23,668			$	(1,346,849	)		(5,691	)%
Non-operating income (expense), net			(1,213	)			(71,037	)			69,824			(98	)%			50,229				(186,329	)			236,558			(127	)%
Change in fair value of contingent consideration			352				(30,747	)			31,099			(101	)%			563				(29,065	)			29,628			(102	)%
Impairments			1,115,376				-				1,115,376			NM				1,115,376				-				1,115,376			NM
Inventory valuation adjustments			55,000				-				55,000			NM				55,000				12,000				43,000			358	%
Litigation (recovery) costs			(5,230	)			4,215				(9,445	)		(224	)%			(1,970	)			6,489				(8,459	)		(130	)%
Restructuring costs			2,663				-				2,663			NM				10,727				795				9,932			1249	%
Transaction (income) costs			5,382				5,023				359			7	%			(3,882	)			35,653				(39,535	)		(111	)%
Adjusted net loss		$	(23,422	)		$	(40,071	)		$	16,649			(42	)%		$	(97,138	)		$	(136,789	)		$	39,651			(29	)%
Adjusted net loss per share - basic and diluted		$	(0.04	)		$	(0.08	)		$	0.04			(54	)%		$	(0.16	)		$	(0.29	)		$	0.13			(44	)%
Other Financial Information: Free Cash Flow
		For the three months															For the nine months
		ended February 28,								Change				% Change			ended February 28,								Change				% Change
(In thousands of U.S. dollars)			2023				2022			2023 vs. 2022								2023				2022			2023 vs. 2022
Net cash used in operating activities		$	(18,632	)		$	(46,390	)		$	27,758			(60	)%		$	(35,692	)		$	(156,738	)		$	121,046			(77	)%
Less: investments in capital and intangible assets, net			(842	)			(1,352	)			510			(38	)%			(6,219	)			(16,944	)			10,725			(63	)%
Free cash flow		$	(19,474	)		$	(47,742	)		$	28,268			(59	)%		$	(41,911	)		$	(173,682	)		$	131,771			(76	)%