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Earnings Call: Q3 2022

Apr 6, 2022

Operator

Good morning, everyone. Thank you for joining us to discuss Tilray Brands, Inc.'s financial results for the 2022 fiscal third quarter ended February 28th, 2022. Joining me on today's call are Irwin Simon, Chairman and Chief Executive Officer, Carl Merton, Chief Financial Officer, Denise Faltischek, Chief Strategy Officer and Head of International, Blair MacNeil, President of Tilray Canada, and Berrin Noorata, Chief Corporate Affairs Officer. All lines have been placed on mute to prevent any background noise. After the speaker's remarks, there will be a question-and-answer session for analysts and investment firms conducted via audio and participating retail shareholders conducted through the Say Technologies platform. Question submission and uploading through the Say Technologies platform has already been concluded, and the company will read aloud and answer the top questions. Ms. Noorata, you may now begin the conference.

Berrin Noorata
Chief Corporate Affairs Officer, Tilray Brands

Thank you and good morning. By now, everyone should have access to the earnings release, which is available on the Investors section of Tilray's website at tilray.com and has been filed with the SEC and SEDAR. On today's call, please note that we will be referring to various non-GAAP financial measures which can provide useful information for investors. However, the presentation of this information is not intended to be considered in isolation or as a substitute for the financial information presented in accordance with GAAP. Today's earnings press release contains a reconciliation of each non-GAAP financial measure to the most comparable measure prepared in accordance with GAAP. In addition, we will be making numerous forward-looking statements during our remarks and in answering your questions. These statements are based on our current expectations and beliefs and involve known and unknown risks and uncertainties, which may prove to be incorrect.

Actual results could differ materially from those described in these forward-looking statements. The text in our earnings press release issued today includes many of the risks and uncertainties associated with such forward-looking statements. Now I'd like to turn the call over to Tilray Brands' Chairman and CEO, Irwin Simon.

Irwin Simon
Chairman and CEO, Tilray Brands

Thank you very much, Berrin Noorata, and hello, everyone. We thank you for joining us this morning. We're pleased to again have several members of our senior leadership team on the call, including Denise Faltischek, Chief Strategy Officer and Head of our International Business, who will update us on the strength of our global operations on the heels of international growth and legalization across Europe. Blair MacNeil, President of our Canadian Business, who will update us on our Canadian business and the Canadian market and our plan. I will then walk you through our U.S. CPG business and the progress we are making against our cost optimization plans. Finally, last but not least, Carl Merton will provide us with an update on our financials. Turning now to Tilray Brands' recent performance in the quarter highlights.

We're pleased to have delivered a profitable quarter with year-over-year revenue growth and achieved our twelfth consecutive quarter of positive adjusted EBITDA. While Denise, and Blair, and Carl will discuss these results in detail, I want to spend some time outlining how we get to our ambitious goal of $4 billion in revenue by the end of fiscal 2024. The first is the potential we articulated in December 2020, when we first announced the Tilray-Aphria merger. We are a global CPG cannabis growth story backed by organic growth and acquisition opportunities in adult-use, medical, and other cannabis, and CPG adjacencies, as well as synergistic opportunities that we continue to realize from merger and operational excellence delivered by our world-class team. We have the infrastructure, people, brands, and strategy in place across three main markets.

In Canada, the adult use industry is only now entering its fourth year, and this means that the first mover has the infrastructure and resources coupled with a consumer-first approach to brand-building innovation that will win. We have the leading brands in Canada. We are investing in new strategies and brands to build upon the leadership position and aggressively gain back market share, as Blair will expand in a minute. Recently in Canada, we announced a proposed acquisition of convertible notes in a partnership with Hexo that advances multiple objectives. The proposed transaction will be immediately accretive, creates a pathway to a meaningful equity position in Hexo, generates substantial shared operational efficiencies of approximately $80 million, allows us to partner for product innovation that we would benefit from in Canada across the globe as legalization continues to gain traction.

With Europe, we continue to believe the European market is on the cusp of broad-scale adult use legalization, and you can be certain of one thing: companies with EU GMP-certified operations like Tilray Brands possess a significant advantage as legalization spreads. We have a great foundation and an unmatched infrastructure in those markets, as Denise will explain soon. On the medical front, we recently unified the global medical divisions of Tilray and Aphria under our cohesive strategy and mission. Now, Tilray Medical is the premier global supplier of portfolio of high quality, effective medical cannabis brands and products for patients in needs around the world and across 20 countries and five continents. As I said before, we believe the EU alone presents a potential $1 billion opportunity in our $4 billion strategy. Denise will also address international developments beyond Europe that are compelling and moving very quickly.

In the U.S., legalization would be a milestone for Tilray Brands and the industry. Given uncertainty as to actual legislative reform, we are pursuing the next best thing, optionality. Our investment in MedMen is the best example of this approach. With our strong balance sheet, leadership experience, operating profitable CPG businesses, and growing brands that consumers love, we see a clear path to additional acquisition opportunities across the U.S. and remain optimistic that recent House passage of the MORE Act will provide additional momentum for legalization. Another key factor on our path to $4 billion is that the best-in-class, high-quality cannabis CPG brands platform.

In turn, it means that we are ideally positioned to disrupt the global medical health and wellness consumer products market, an opportunity that McKinsey has estimated to be more than $1.5 trillion today on a global basis with annual growth 5%-10%. While I will discuss our CPG segment performance in more detail later on in this call, I do wanna reiterate highlights of this business, which include a key U.S. and global assets of SweetWater, Breckenridge Distillery, and Manitoba Harvest. Together, our current U.S. CPG platform represents a portfolio of highly sought-after brands that bring people together in a memorable and positive way, a strong and robust infrastructure, a broad global distribution footprint, and hands-on CPG expertise with operational expertise.

Utilizing our current footprint in the U.S. today, we're able to leverage these strong brands and their distribution system to parlay into CBD beverages, CBD personal care products, and related adjacencies. They may later be translated into THC products upon federal legalization in the U.S. as well. I am confident that the unique experience of our executives will help Tilray Brands build on the lessons of Better for You, CPG, and beverage alcohol to accelerate our market growth. Now, to hear about that in detail, I will turn the call over to Denise Faltischek, our Chief Strategy Officer and Head of International. Denise.

Denise Faltischek
CSO and Head of International Business, Tilray Brands

Thank you, Irwin, and good morning, everyone. As noted earlier, we recently launched Tilray Medical, a global medical platform that unifies four medical cannabis brands under one strategy, mission, and vision. By unifying the global medical divisions of Tilray and Aphria under a cohesive strategy and mission, Tilray Medical emerges as the premier and leading global supplier of a portfolio of high quality, consistent, and effective medical cannabis brands and products for patients in need around the world. Internationally, our strategic presence and position continues to accelerate powerful growth. In the third quarter, we saw strong performance from our EMEA business, with sequential quarter-over-quarter growth of 37%. This growth was primarily driven by increased medical whole flower sales in Germany and Israel. The potential of the EMEA business was a factor of the Tilray and Aphria transaction.

We've seen over 4,000% growth in the quarter compared to the prior year quarter. We have invested in our infrastructure in Europe, and as a result, Tilray is uniquely positioned as the only company on the continent with two EU GMP facilities located in Portugal and Germany. Our German facility also remains the only facility producing medical cannabis in Germany today. In addition to our well-received whole flower offerings, we have a comprehensive portfolio of medical cannabinoid extracts to meet our patients' needs and are excited about the launch of our high-THC balanced extract product, which we expect will launch in May and which we developed based upon our insights. Today, Germany remains the largest medical cannabis market in Europe and is expected to be one of the largest adult use markets as well upon legalization.

We are already the leader in medical cannabis within Germany, with a market share of approximately 20% with our whole flower, extracts, and dronabinol products. This, together with our investments in infrastructure, brands, and people, positions us exceptionally well for the eventuality of adult use legalization. We also see growing potential in our German distribution business, CC Pharma. With access to over 13,000 pharmacy distribution points across Germany, we expect this business to grow as medical cannabis continues to gain traction across the country, and CC Pharma adds additional Tilray Medical products to its distribution points. Please note that any revenue generated by CC Pharma for cannabis is accounted for within our international medical sales. Outside of Germany, we believe that there are great opportunities across other European countries as well.

Other countries have expressed a clear political ambition to broadly legalize adult use cannabis, such as Portugal, Luxembourg, and Malta. Some are engaging in an experiment for adult use, including the Netherlands and Switzerland, and some are debating regulations for cannabinoid-based medicine, such as France, Spain, Italy, and the United Kingdom. In fact, we think all of Europe could legalize medical cannabis within the next few years, or sooner, with certain countries legalizing adult use thereafter. Let's now discuss our international business across various countries. In Portugal, we are the only approved medical cannabis product in the market with our high-quality medical whole flower, which is distributed through our distribution partners to medical stakeholders. In Luxembourg, we were selected by the Luxembourg Ministry of Health as the exclusive supplier for the country's medical cannabis program for medical whole flower and oils.

In Switzerland, we distribute our cannabinoid-based medical extract products to Swiss patients through our local partner. In France, we were selected as one of four suppliers in a two-year pilot experiment to supply approximately 3,000 patients with medical cannabis. This experiment will inform a regulatory framework for medical cannabis, and we estimate that the French medical market is roughly the magnitude of Germany's medical market. In Italy, we are one of five distributors licensed to import medical cannabis into the Italian medical market. In the U.K., we completed our first shipment of broad-range medical whole flower products last quarter with high, medium, and balanced potencies, and our shipments this quarter have increased and are growing nicely. We also launched Pollen, a CBD wellness brand with three broad-spectrum CBD products, including gummies, drink drops, and an oil across the U.K. within Amazon.

In Ireland, we are one out of only two suppliers within the Irish market whose cannabinoid-based medical products are eligible for reimbursement. Continuing with this theme of opportunities in Europe, in February, we completed our first sale of medical cannabis whole flower in Malta, and then in March, we expanded the offering and launched the first EU GMP medical cannabis oil products in Malta. Turning now to the Oceania region, in January, we announced the expansion of our medical cannabis product offerings in Australia and a new medical cannabis e-learning platform for healthcare providers. After listening to patient feedback and leveraging learnings from our operations in Germany, we were very excited to launch new products in Australia to meet consumer needs and now have a broad and complete range of EU GMP-certified medical cannabis whole flower offerings.

Finally, we also see additional opportunities in other parts of the world and therefore look forward to further updates on our progress. These include Colombia, where we are seeking product registrations, Argentina, where we benefit from our distribution business, AVP, Brazil, and even China and India. With that, I'll now turn the call over to Blair MacNeil, President of our Canadian business. Blair.

Blair MacNeil
President of Tilray Canada, Tilray Brands

Thank you, Denise, and hello, everyone. As Irwin noted, we are now entering the fourth year of cannabis legalization in the Canadian market. The total cannabis opportunity in Canada is approximately a $10 billion market, of which only 54% is being serviced by the legal market. This presents a significant revenue opportunity ahead. However, the Canadian cannabis market remains crowded and oversaturated with 800 LPs and 3,200 retail stores. This has led to an oversupply of products and price compression. In the last 12 months, the market has seen reductions in retail pricing of 24.5%. In the last three months, the market has seen a reduction of 6.5% in pricing. Despite these price reductions, we've been able to maintain our margins in the 40% range.

In Q3, our retail market share declined to 10.2% from 12.8% in the sequential period because of this heightened price compression. Still, we maintained our number one market share in Canada and leading positions across numerous adult-use categories, including pre-rolls and vapes based on recent Hifyre sales data from December through February. The market share decline was due to a shift in our flower strategy and availability of flower, as well as vaccine passports in Quebec and the dissolution of our partnership with the Marley Natural brand. Notably, the rate of decline in the month of February is the lowest we have experienced in over a year, an encouraging first step which leads us to believe that our pricing and marketing adjustments are paying dividends.

We remain focused on brand and product education, and we have boots on the ground working with retail partners and budtenders across Canada. In Q3, we executed 1,076 budtender product knowledge sessions alone. According to a Brightfield research report published in December, budtenders influence 33% of in-store purchases. Executing these sessions will maximize the opportunity for our brands at retail. These investments are paying off as a national budtender survey released in Q3 has also identified our Broken Coast brand as the leading favored consumer brand amongst Canadian budtenders, the most recommended, and the brand perceived as most premium. We also continue to rationalize SKUs. We currently have 12 brands in Canada, and we will be rationalizing them to focus our innovation, investments, and distributor resources on the brands with the scale and unique value proposition which serves consumer needs and helps improve margins.

This work is already underway. As part of our innovation strategy, we have made strategic adjustments and investments in vapes and pre-rolls, which are the two largest categories after flower. In the vape product category, we grew market share in Q3 from 11.4% to 11.7% by launching a series of new products, including new Soleil Vape Mix Duo Packs by our best-selling and leading wellness brand, Soleil. New Vape Mix Duo Packs include two great flavors in a single pack at great value. We also expanded the Soleil brand's functional benefits of cannabis with the launch of Soleil's Renew Moonlight CBN Vape Pen, formulated for nighttime use. Yesterday, we announced our collaboration with the SQDC in launching the first THC edible available in Quebec, Soleil Bites by our own Soleil brand.

In Q3, we also grew a pre-roll category and became the number one leader in pre-rolls with 14.9% market share from December through February. We saw significant growth in Good Supply, one of our leading Canadian cannabis brands and a favorite among consumers and bud tenders. Good Supply launched Hash Bats, our unique take on infused pre-rolls that deliver on consumers' claim for a consistently high-potency experience that doesn't compromise on quality, nor does it break the bank. Hash Bats quickly achieved a 1.6% share of pre-roll in its first month of distribution and have already become one of our fastest-growing products for Good Supply. Moving into our medical business in Canada, Q3 represented the continued evolution to our global medical platform, Tilray Medical.

We continue to increase the assortment of products within Tilray Medical, leveraging the need of patients from all our platforms, including Aphria and Symbios. Additionally, we continue to have partnership conversations with national retailers to grow patient base, reduce costs, and expand the route to market in the medical channel. Looking ahead to Q4, we remain focused on gaining back market share and have exciting innovation across all product categories. This includes our industry-leading BHO capabilities at scale. Butane extraction allows us to further utilize naturally occurring low-potency flower combined with BHO distillate to provide the consumer with a better product than industry-standard CO2 extraction. Our in-house BHO capabilities, combined with our extensive growth, also allow us to launch very competitive, high-quality live products in the market, which we have done for the first time in Q3 with the launch of Broken Coast and Ninja Fruit Live Resin Budder.

We believe we are the only licensed producer able to do this at the scale and cost required to compete in the Canadian market. From an operations standpoint, we continue to identify significant cost savings beyond our highly successful synergy initiatives. In Q4, we will invest significant CapEx to drive massive labor savings in our pre-roll capability. This is in addition to our vape automation and significant improvements to supply chain, procurement, and packaging savings. These initiatives illustrate our commitment to gross margin despite a constantly changing retail environment. In summary, we have a five-point plan to win in Canada. First, we are investing significant resources in our genetics program to capitalize on the consumer need for experimentation. Second, our investment in our consumer-first innovation across all categories, but especially pre-rolls, which we believe will be the largest category in adult use in three years.

Third, leveraging the scale of our distributor partnership with Great North Distributors and Rose LifeScience. We have the most feet on the street and will be relentless in our execution. Fourth, bud tenders influence 1/3 of purchases in store. We will leverage our brand investments and our category knowledge to ensure they know our brands and our innovation. Fifth, and finally, we will do all of this with a cost-efficiency mindset to ensure we preserve our margins in this competitive marketplace. I will now turn the call back over to Irwin for a discussion of our U.S. operations before Carl closes the prepared portion of our remarks with a detailed financial overview. Irwin?

Irwin Simon
Chairman and CEO, Tilray Brands

Thank you, Denise and Blair. I'd like to now discuss our growing CPG business in detail. Our beverage alcohol brands now include SweetWater, the nation's 10th-largest craft brewer, and our recent acquisition of Breckenridge Distillery, the two iconic West Coast craft beer brands, Alpine and Green Flash. Our wellness business consists of Manitoba Harvest, which is a pioneer and a leader in branded hemp-based foods. In aggregate, these businesses generate approximately $130 million in annualized revenue and are high-margin, EBITDA positive, and have exciting potential for future growth. Of course, they also represent good adjacencies to the cannabis industry upon legalization and therefore fit really well within Tilray Brands.

Earlier this year, SweetWater Brewing Company, which, as recently announced by the Brewers Association, is now the 10th-largest craft brewer in the U.S., began operating a new 32,000 sq ft production facility in [Taproot] in Fort Collins, Colorado, which provides a launchpad for further distribution to the West Coast, as well as opened a new taproom at the Denver International Airport. Come visit. The brand also launched an extensive new line of innovative products, including seltzers, a new beer offering developed in collaboration with our Canadian cannabis Broken Coast brand, and a new vodka soda offering developed in collaboration with our Canadian cannabis brand, RIFF. As we've discussed in the past, we view our ability to leverage our growing portfolio of brands as a means to launch THC-based product adjacencies upon federal legalization in the U.S.

SweetWater has also launched a partnership with the largest beer distributor in the U.S., Reyes Beer Division, to bring its portfolio of brews to California. Through this expansion, SweetWater will now be available through the Western states at local restaurants, bars, grocery chains, liquor stores, and other retail establishments, either on draft or in cans. We also continue westward expansion into both Washington and Oregon through our distribution partner, Columbia Distributing. This expansion marks the 39th and 40th states respectively, where SweetWater products are now available for purchase. During Q3, we acquired Breckenridge Distillery, the world's highest distillery, which is widely known for its award-winning bourbon whiskey collection and innovative craft spirits portfolio, including bourbon whiskey, gin, and vodka. Distribution already reaches across 50 states, but the brand is now poised to further benefit from distribution synergies when paired with SweetWater.

We are confident this will drive growth both now and in the future. Finally, let's discuss Manitoba Harvest, the world's leading hemp food brand, with products and distribution across 17,000 stores in North America. This brand was acquired as part of the business combination, and prior to involvement, so many starts and stops it had. We have since given this business great focus. As a result, we have been able to generate measured channel growth and consumption and share gains. In Q3, Manitoba Harvest hemp and seed products grew nearly 5% in multi-outlet and convenience retail accounts, and the brand improved market share among hemp competitors to a leading 49% of market share. The brand invested in marketing, communications in Q3 with campaigns that promoted hemp as a superfood, a healthy food, and a baking solution with New Year's wellness products as part of smoothies and salads.

The Manitoba Harvest team has also carefully managed its cost in implementing pricing action amidst rising cost inputs. During Q3, Manitoba Harvest grew revenue and improved its gross profit contribution. We intend to accelerate the business through the remainder of calendar 2022 as we introduce a great deal of new product innovation, which enable us to capitalize on the consumer's interest in hemp products and align with plant-based, low-carb, and keto diets. Looking forward, last month at the Natural Products Expo West at Anaheim, we introduced a line of hemp protein items blended with other powerful plants like matcha and super greens. We also unveiled new formulas such as ground hemp seeds, which offer great convenience to consumers looking to incorporate hemp into baked goods, snacks, and smoothies.

These items will launch exclusively with Whole Foods across North America this month and will be available at other locations in the near future. Let me now leave you with our progress on cost synergies. Recall that we first identified at least $80 million in benefits as part of the Tilray-Aphria business combination and have since added another $20 million to our target. As of the end of February, we have achieved $76 million in cost savings on a run rate basis and $42 million actual cash savings. With that, Carl will now discuss our financials in greater detail. Carl?

Carl Merton
CFO, Tilray Brands

Thank you, Irwin. In the face of ongoing obstacles, we continued strengthening our business, reporting profitability and distancing ourselves globally from our competition, all as already outlined. As we look ahead, we believe that we are well-positioned to navigate through near-term market challenges and emerge stronger, more diversified, and more profitable. This is because we already built a foundation of key competitive differentiators that provide us with the means to succeed over the long term. Before reviewing our financials, let me first remind everyone that because of the arrangement between Aphria and Tilray, our results in the prior fiscal quarter are based on Aphria's financial statements, which have since been adjusted to follow U.S. GAAP and are presented in U.S. dollars. Also recall that in July 2021, we published an appendix to our investor deck.

This is located on our investor relations website and contains an unaudited analyst primer that breaks down Aphria's U.S. GAAP financial statements for fiscal 2020 and 2021 by quarter. In addition, throughout our call today, we will reference both our financial results in accordance with GAAP as well as our non-GAAP adjusted financial results. Our earnings press release contains a reconciliation of our reported financial results under GAAP to the non-GAAP financial measures identified during our remarks. Beginning with the top line, our Q3 net revenue grew 23% to $151.9 million compared to the prior year quarter. Although, as I just said, the comparison itself is not apples to apples because our Q3 of fiscal 2021 does not include any contributions from legacy Tilray, as well as significant fluctuations in FX rates.

As an example, if the average foreign exchange rate for the first nine months of this year was equal to the rate in the prior year for the same period, year- to- date, we would have reported an additional $20 million in net revenue and reported an additional $1.5 million in adjusted EBITDA. Q3 adjusted EBITDA was $10.1 million, which extends our track record of positive adjusted EBITDA to 12 straight quarters. Our ability to generate positive adjusted EBITDA is the result of contributions from all our business segments, coupled with our strong focus on realizing operational and other synergies and efficiencies despite quarter-over-quarter margin pressures in our cannabis and distribution segments. These cost management efforts showcase the traction we are making with respect to integration.

On a related note, adjusted gross profit increased to $39.8 million in Q3 from $30.5 million in the prior year quarter, while adjusted gross margin increased to 26% from 25%. We would expect to see ongoing improvement in these metrics as more of the operating synergies become embedded within the platform and are able to complete the conversion of the legacy Tilray brands to a free as cost structure. Increased contributions from non-distribution revenues as a percentage of the top line will also serve to increase adjusted gross profit because they are higher margin businesses. Net income for the quarter increased to $52.5 million from a loss of $258.6 million in the prior year quarter. This is our second consecutive quarter reporting net income. Moving to our business segments in further detail.

Canadian medical cannabis revenue for the segment increased 19% in the prior year quarter as we not only benefited from legacy Tilray contributions, but also from innovative product launches. The latter included our new Symbios brand, which was created to address unmet medical needs and provide patients with more choices to manage their own health. Patients eligible for reimbursed cannabis remain strong and represent the core of our medical cannabis business. We continue to face downward pressure caused by COVID from patients paying with their discretionary cash flow who are either unable or unwilling to see a doctor, as well as increased competition from adult use. Our thesis remains that demand for higher quality brands in Canadian adult use cannabis will rise as the pandemic wanes and purchasing decisions can be more positively influenced by budtenders within a retail setting.

To that point, Blair provided detailed information on our increased involvement with budtenders. Thereafter, we will then be best able to capitalize on the opportunity because cannabis consumers are most likely to behave similar to how alcohol consumers behave, purchasing products from those brands that are most differentiated and offer the highest quality, most innovative products. However, in the meantime, as the industry is still in its early stages of development, the multitude of new entrants has led to increased competition, which resulted in loss of market share and price discounting. Revenue for the segment decreased 10% versus the prior year quarter as we contended with these factors along with the residual impact of COVID in terms of consumer behaviors and their heavy focus on price.

Although almost $4 million of the decline in revenue is directly attributable to the price reductions we introduced into the market in the prior year quarter on vapes and pre-rolls. Those price reductions paid immediate dividends as during the quarter we gained market share in both the vape and pre-roll categories as measured by Hifyre Data. While we were able to grow share in vape and pre-rolls, maintain our overall market leadership, we experienced a market share decline to 10.2% from 12.8 in the prior quarter, largely driven by weakness in demand for our flower products. A trend we believe will reverse itself as our potency levels on new harvests are increasing and we introduce new product innovation.

Notably, our overall market share decline reflected the smallest decrease in over a year, which suggests to us that we are getting closer to stabilization as we are now near the bottom of what we believe will be a U-shaped recovery. Wholesale revenue more than doubled to $2.8 million in Q3 compared to the prior year quarter, which reflected opportunistic sales, but which will vary quarter- to- quarter going forward. While we face challenges in Canada, our international story continues to differentiate us from our competitors. During the quarter, our international revenue rose to $15.8 million from $0.3 million in the prior year quarter due to the contribution of legacy Tilray's larger international cannabis business, as well as newly obtained business to business transactions.

In Europe and despite COVID pressure, cannabis legalization for medicinal and adult use will continue to gain traction, and we are uniquely positioned to win with our infrastructure as the only company with EU GMP cultivation facilities within two European countries and our demonstrated commitment to the consistency, quality, and safety of our products. In Germany, which is by far our largest market internationally and where we are the market leader in medical, we generated 19% revenue growth in our medical cannabis products quarter-over-quarter. These growth metrics were achieved despite some patients being unable or unwilling to see a doctor due to COVID. In aggregate, net revenue for cannabis increased 32% to $55 million in Q3, from $41.7 million in the prior year quarter.

Our distribution business, which is mostly related to CC Pharma, experienced an 11% decline in net revenue during Q3 to $62.5 million from $70.2 million in the prior year quarter. A major part of the decline was tied to the strengthening of the U.S. dollar and the inherent weakening of the euro versus the prior year period. More specifically, if the euro U.S. dollar exchange rate had been the same in the current quarter as it was a year ago, CC Pharma would have reported an additional $6.7 million of revenue. Turning to our beverage alcohol business. We generated $19.6 million in net revenue in Q3, representing nearly $8 million in additional revenue compared to the prior year quarter. This was primarily due to our acquisition of Breckenridge in December.

While SweetWater also contributed an incremental $2 million due to increased distribution points, primarily associated with products shipped from Fort Collins. Looking ahead, we believe there is significant upside potential for this segment as we strengthen our strategic position in the U.S. through increased distribution points, recent and potentially future acquisitions, along with an extensive innovation pipeline. Finally, on Manitoba Harvest, revenue contribution grew sequentially almost $1 million- $14.7 million in Q3, but for which there were no comparables from the prior year quarter. We are pleased that our new leadership team has now more than stabilized this business, and we are presently introducing product innovation and operating improvements to this segment.

In terms of profitability and margins, adjusted cannabis gross profit increased to $18 million in Q3 from $16.3 million in the prior year quarter but adjusted gross margin fell to 33% from 39%. The decrease was primarily related to a wholesale cannabis sale. Without this sale, our adjusted cannabis gross margin would have been 40%. In addition, margins were impacted by our price reduction on vape and pre-rolled products originally initiated in the prior quarter. Distribution gross profit decreased to $5 million in Q3 from $9.2 million in the prior year quarter, while distribution gross margin declined to 8% from 13%. This was due to increased costs as our primary source of products were not able to ship during border closures and during periods of peak demand.

Beverage alcohol gross profit was $11.5 million in Q3, which more than doubled from $4.9 million in the prior year quarter. Beverage alcohol gross margin increased to 59% from 41% as we benefited from contributions from the Breckenridge acquisition, which has a higher margin profile than SweetWater and a resurgence of SweetWater driven by the Fort Collins location. Wellness gross profit was $5.4 million in Q3, and gross margin was 36%, which were both higher than the sequential period of $3.8 million and 28% respectively, and for which there were no comparables last year.

Total general and administrative expenses rose to $38.4 million in Q3 from $24.5 million in the prior year quarter, reflecting an increase in the number of directors, executive-level personnel, headcount, and stock-based compensation, along with one-time costs associated with the upcoming closure of our Nanaimo facility. Offsetting this was insurance recoveries totaling $4 million under our business interruption policy as part of CC Pharma's property insurance and the previously disclosed flooding in the first quarter. Net income was positively impacted by reductions in our share price in the quarter, which impacted the valuation of both the Aphria 2024 convertible senior notes and our outstanding warrants. Also impacting net income in the quarter was a reduction in our assessment of the contingent consideration owed on the SweetWater transaction. Turning to cash flow and liquidity.

Adjusted free cash flow declined to -$35.6 million in Q3 from $6.3 million in the prior year quarter. Recall that we are working towards sustaining positive free cash flow generation and view achieving it on a consistent basis as a priority for this business. To conclude, we have great optimism for the future as the Canadian market right-sizes and pricing normalizes at a sustainable level. This process is ongoing but will take more time to unfold. We also eagerly await the movement to legalization across the globe, including in Germany, other EU countries, and eventually the U.S. In the meantime, our investments in U.S. assets across our growing roster of beverage brands and in Manitoba Harvest are already cash flow positive, EBITDA positive, and earnings accretive, and at the appropriate time will be leveraged for cannabis.

As we consider our opportunities across markets and geographies, our focus remains on the highest return priorities while actualizing our business integration efforts to better manage costs.

Through these objectives, we can best deliver long-term value for our shareholders. This concludes our prepared remarks. Thank you for your interest in Tilray. We'll now begin the question segment of our call, starting with questions from our covering analysts, which will be followed by a few questions from our retail shareholders through the Say platform. Operator, what is the first question?

Operator

Thank you. We will now be conducting a question-and-answer session. If you would like to ask a question, please press star one on your telephone keypad. A confirmation tone will indicate your line is in the question queue. You may press star two if you would like to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the star keys. We ask that you please limit yourself to one question and one follow-up question. One moment, please, while we poll for your questions. Our first question has come from the line of Vivien Azer with Cowen. Please proceed with your questions.

Gerald Pascarelli
Equity Research Analyst, Cowen

Hi, this is Gerald Pascarelli. I'm for Vivien. Thank you very much for taking the questions. Just on the.

Irwin Simon
Chairman and CEO, Tilray Brands

Morning.

Gerald Pascarelli
Equity Research Analyst, Cowen

Morning. Morning, Irwin. Just on the $4 billion revenue guide, certainly encouraging to see that reiterated, and it was super helpful to go through the drivers. I guess, like, taking it all together, how do you see the mix ultimately playing out, once you get to the $4 billion between cannabis, alcoholic beverages, health and wellness? Just trying to get a sense on how to think about your segment mix, like, overall. Thanks.

Irwin Simon
Chairman and CEO, Tilray Brands

Hi. Good morning. Good question. Number one, listen, a lot depends upon legalization here. I think if I break it down, you know, I'd like to get to $1 billion in Canada, and that is organic growth as the market grows in Canada to a $10 billion. You know, as I've said before, I'd like to do other acquisitions in Canada. You know, also there is spirits and, you know, beverage businesses in Canada. We think one day you'll be able to walk into a bar in Canada and be able to order, whether it's a beer or a bourbon or a tequila that will be infused with THC. That's, you know, that's from 90% of the business in Canada would be cannabis and maybe another 10% from consumer products.

You know, in the U.S., what we've talked about, you know, is to get to a half a billion dollars in consumer products in the U.S. Today we're approximately $150 million and, you know, with our current businesses. But the rest would come from, upon legalization, MSOs, and, you know, we'd like to, you know, one day own MedMen, upon legalization. There's a lot of other great MSOs out there that we'd like to buy. We'd like to own about $1 billion, you know, in the U.S. upon legalization. If not, you know, we'd have to continue to look at other consumer products. In Europe, you know, today we have our CC Pharma business, that's part of our business today, which is about $300 million.

The rest of the growth in Europe would come all from cannabis. If you look at the total, you know, $4 billion, it's about $2.5 billion-$3 billion coming from cannabis and about $1 billion coming from consumer products. Just let me be clear, a lot of this depends upon legalization. Now, on the other hand, there's a lot of adjacent companies that we would continue to look at, and upon legalization, ultimately, you know, have those products infused with cannabis. That's the plan.

Gerald Pascarelli
Equity Research Analyst, Cowen

Got it. That's super helpful color. Thank you. If I could just squeeze one more in on adult use as it relates to Germany. Obviously, if they want adult use would be encouraging, but you know, one of the things we all realize is that things take longer than expected. From your perspective, as it relates to Germany, what are the next steps that you need to see to drive confidence in that regulatory change? When do you think commercialization could realistically take place, if you had a timeframe? Thank you.

Irwin Simon
Chairman and CEO, Tilray Brands

I'm gonna let Denise jump in on that, but I think listen, we were expecting and hoping in May of this year we would start to see something. I don't think we expected a war in Ukraine. I think it's, you know, slowed some things down. But, I mean, we really like what we see today. We like what we're hearing, you know, from regulators and the government there. Denise.

Denise Faltischek
CSO and Head of International Business, Tilray Brands

Yep. Thanks, Irwin. Hi, Gerald Pascarelli. Building upon Irwin's response, we had hoped to see a framework, you know, May, June timeline. We haven't heard anything from government officials that the timeline is not going to be achieved. As Irwin mentioned, a war in Ukraine obviously takes precedence in terms of policymakers' attention, as well as still any continuing COVID-19 discussions. We continue to hear that there won't be any delays. We haven't heard anything talking about delays, so we continue to remain cautiously optimistic. In terms of your other question about a commercialization, when we worked our way through, as you mentioned, things take longer than you expect. We were looking at first commercialization around December of 2023, January 2024. Just trying to, like, work backwards. That was our thought.

Irwin Simon
Chairman and CEO, Tilray Brands

I think the other good news is the commercialization. You know, you're seeing movement in Italy. You're seeing movement in France. You're also you know, basically seeing continuous increase, and you saw our revenue up over 4,000%, you know, in Europe, demand, you know, patients coming back, you know, after COVID. You know, listen, we'd like to see something happen in Europe. We believe once we see something happen in one country, I think you'll start to see that happen in multiple countries. You know, we'll be ready for it.

Gerald Pascarelli
Equity Research Analyst, Cowen

Thanks very much for the color, team. I will pass it on.

Irwin Simon
Chairman and CEO, Tilray Brands

Thank you.

Operator

Thank you. Our next question has come from the line of Andrew Carter with Stifel. Please proceed with your questions.

Andrew Carter
VP and Equity Research Analyst, Stifel

Hey, thank you. Good morning.

Irwin Simon
Chairman and CEO, Tilray Brands

Good morning.

Andrew Carter
VP and Equity Research Analyst, Stifel

Hey, morning. Putting aside the revenue target, which has some aspirational things in there, regulations, even M&A, what do you think the margin profile of the business could be with what you just have in hand today? Because it compressed year-over-year. You still got incremental synergies. Where are you in terms of investment in Canada? Just anything you can outline on the margin profile potential of the current business. Thanks.

Irwin Simon
Chairman and CEO, Tilray Brands

I'll let Carl jump in on that too, but I think, Andrew, one of the things, if you look at our spirits and beverage margin, it's in the high 50s% or so. If you look at some of our margins ex our distribution business in Europe, there's some high margins there. Our margins got affected this quarter by selling off some product to some distributors. I'd like to see our margins in the high 40s%, low 50s% as you look at a consolidated margin between our spirits business and our cannabis business. Again, there's a lot to do in Canada as price compression hit us in Canada and hit our margins.

You know, still, I think you're only seeing one quarter today of Breckenridge. You know, you're not seeing some of the biggest quarters of our beer business with SweetWater. It's important that we got that right mix. The other thing is, as we continuously take out cost, and you know, we have almost 3 million sq ft of grow. You know, what we're doing ultimately with Hexo, what we're doing is bringing Tilray in and getting the efficiencies out of those facilities and getting the grow and the yields. That's gotta help us improve margins. Carl?

Carl Merton
CFO, Tilray Brands

I think, Andrew, if you look at our margins across all the different categories right now, distribution business kind of has a little bit of a disproportionate share of our revenue based on where we anticipate it being in the future. It's obviously the lowest margin of the group. As we start to minimize that portion of the business as a percentage of our overall sales, our consolidated margin is going to increase. In the current quarter, we had some headwinds on margin in the distribution business. We had some difficulties getting product, where there were some currency impacts, getting that product from the ideal low-cost country and having to find it from somewhere else, right?

If you look at the cannabis business, you know, we anticipated that our margin was gonna drop from the normalized 45% we were at last quarter. You know, we think that that's somewhere, you know, in the 40s, in the low 40s, normalized. The current quarter, we were down at 37. The difference between those two numbers is really that wholesale sale that we made in the quarter, that we did to move some aging product, and we're able to capitalize and convert some of that inventory to cash. But it had a little bit of a headwind against our margin.

As we go forward, you know, I think as Irwin just said, you know, something in the high 30s, low 40s is reasonable for the business, but there needs to be a couple structural changes, grow other categories and, you know, not have some of these one-time impacts in the current quarter.

Irwin Simon
Chairman and CEO, Tilray Brands

Andrew, I think the important thing in hearing you, there's a plan of how to get to those, you know, aspirational margins. It's just not the sales, it's the margins ultimately, and it's the mix of business. You know, we sell products today in three different currencies. You know, the euro hit us hard, you know, in nine months, but again, there are excuses out there, but the reality is we got to get to the, you know, margins within the high 40s%.

Andrew Carter
VP and Equity Research Analyst, Stifel

Thanks. I'll pass it on.

Irwin Simon
Chairman and CEO, Tilray Brands

Thank you.

Operator

Thank you. Our next question's come from the line of Owen Bennett with Jefferies. Please proceed with your question.

Owen Bennett
SVP and Equity Research Analyst, Jefferies

Morning, guys. Hope everyone well. I just wanted to come back to the international business. Some really impressive trends there. Obviously, prospects for further growth clearly compelling. Just a couple of questions on this. First one, can you comment on the competitive dynamics in Germany? It does look like that market is becoming very crowded now and probably get even more so with planned recreational legalization. Are we seeing any pricing pressures pick up? If so, how low do you think these could go? Just trying to gauge the risk here, given kind of pricing pressures we've seen in Canada, et cetera. Thanks.

Irwin Simon
Chairman and CEO, Tilray Brands

Owen, number one, we're used to markets getting crowded, okay? You know, there's no more market, there's no market other than like Canada that's not crowded, okay? That's number one. Number two, I think the big thing, and I'm gonna let Denise jump in on this too, you know, we have a grow facility there. We have a grow facility in Portugal, and we have been growing, I think, and I know we can be that low cost producer. I know we also can ship product, you know, from Canada, that's GMP, you know, certified product. But again, it's taking our expertise from Canada, taking our knowledge. We're not that one-trick pony out there.

Taking it back to Germany and taking it back to Europe and utilizing that, we can build our brands, we can ultimately be that low-cost producer. Denise?

Denise Faltischek
CSO and Head of International Business, Tilray Brands

Yep. Hi, Owen. You're absolutely right there. To build on what Irwin's saying, there absolutely is pressure coming into the German market, and it's natural if you think about the world right now. Canada being one of the largest markets outside the U.S. and then Germany coming is, you know, 85 million people larger than Canada by 2.5 x. Naturally there's a lot of new entrants, to your point. We are seeing competition coming out, but to Irwin's point, we've invested in this market. We've got EU GMP supply, we've got expertise, we've got a brand that patients and doctors trust, and we spent a lot of time investing. We've been investing for years now.

Even though new entrants are coming in, we have a head start, and we will continue to take advantage of that first mover advantage.

Irwin Simon
Chairman and CEO, Tilray Brands

I think the big thing also is we have the infrastructure there. We have, you know, the people, and then they have the resources to come back to our Canadian operations. You know, we have moved even, you know, people from Canada over to those facilities. Listen, you know, we're used to it, we saw it in Canada, and we're ready for it.

Owen Bennett
SVP and Equity Research Analyst, Jefferies

Okay. Thanks. Just a follow-up. I was wondering how you see the situation with the domestic lots playing out in Germany going forward, both for medical and then recreational. Do you think the allocations to these domestic lots will be increased? I mean, what do we need to see for those domestic lots to be profitable? Obviously, there's a

Denise Faltischek
CSO and Head of International Business, Tilray Brands

Yeah

Owen Bennett
SVP and Equity Research Analyst, Jefferies

... restriction on how much the government will pay for the cannabis coming out of those facilities.

Denise Faltischek
CSO and Head of International Business, Tilray Brands

Yep, great question. As you know, today, the lots are fixed based on the previous tender. I believe there will probably have to be another tender at some point, once adult use is passed. I think based on our expertise and based on our relationship with the German government, we will absolutely be able to be there, submitting for that tender. As I mentioned, we have experience with the German government. We have been supplying them, and so I think it puts us in a best position in order to obtain either additional lots or expanded lots.

Owen Bennett
SVP and Equity Research Analyst, Jefferies

Great. Thanks, guys. Very helpful. Appreciate it.

Irwin Simon
Chairman and CEO, Tilray Brands

Thank you.

Operator

Thank you. Our next question has come from the line of Rupesh Parikh with Oppenheimer. Please proceed with your questions.

Rupesh Parikh
Managing Director and Senior Analyst, Oppenheimer

Good morning. Thanks for taking my questions. I have two questions just related to the cash flow and the 2023 convertible. First on your 2023 convertible, anything you can share at this point on plans in addressing that maturity next year?

Irwin Simon
Chairman and CEO, Tilray Brands

You know, listen, it's as you know, Rupesh, me from other days, I don't like debt. Ultimately, the best thing that could happen is a good rebound on their stock and it converts, okay? Or. It's something we're monitoring closely, and it's something that, you know, we plan to do something about it. You know, that's all I can say right now.

Rupesh Parikh
Managing Director and Senior Analyst, Oppenheimer

Okay, great. Just on cash flow, I know the goal is to get deposit-free cash flow. Just any sense just from a timing perspective or anything else you can share in terms of getting deposits going forward.

Irwin Simon
Chairman and CEO, Tilray Brands

Listen. Again, things happen out there and, you know, part of our cash flow this quarter is we built inventory as we're coming into seasonality. We also now being in the spirits business, and we built a lot of inventory in regard to our bourbon business, which have put inventory down for three years. You know, we're close there, and that's the big thing. I think, you know, we're cash flow positive in all our businesses today. You know, we do have in our Canadian market, I think with price compression that happened there and some of the things that, you know, Blair talked about in flower. We're there. You know, the big thing is you step back for a second. We took, you know, $76 million of cost out of the business with Tilray.

We recognized $42 million, so we don't have the rest of all those savings in there yet. You know, we did have some flower challenges which hurt our sales. Price compression came down. You know, we're not that far away in regard to it if you take out what we put back into inventory. I'd like to sit here and say, don't hold me to it next quarter, but we will be absolutely cash flow positive next year. Absolutely.

Rupesh Parikh
Managing Director and Senior Analyst, Oppenheimer

Great. Thank you for all the

Irwin Simon
Chairman and CEO, Tilray Brands

Carl, anything you want to say?

Rupesh Parikh
Managing Director and Senior Analyst, Oppenheimer

It was a good answer.

Thank you.

Irwin Simon
Chairman and CEO, Tilray Brands

I can give you the answer. Carl just gotta hold to it.

Operator

Thank you. Our next question has come from the line of John Zamparo with CIBC. Please proceed with your questions.

John Zamparo
Equity Research Analyst, CIBC

Thank you. Good morning.

Irwin Simon
Chairman and CEO, Tilray Brands

Good morning.

John Zamparo
Equity Research Analyst, CIBC

I wanted to start on the Canadian cannabis business, please. You mentioned you're looking to rationalize some of your brands on a domestic basis. Can you give us a sense of the timeline on that project and approximately what % of cannabis sales those make up currently?

Irwin Simon
Chairman and CEO, Tilray Brands

Blair, are you on the call?

Blair MacNeil
President of Tilray Canada, Tilray Brands

I am, yeah.

Irwin Simon
Chairman and CEO, Tilray Brands

You wanna answer that?

Blair MacNeil
President of Tilray Canada, Tilray Brands

Yeah, no problem. Let me start first. Great question. You know, one of the things that I would tell you is we are currently working through our portfolio strategy. From that perspective, it really starts with a strong consumer understanding. Then as we do that, and that work's been ongoing for the last quarter, we will see some rationalization of brands. Marley Natural is a good example; Bingo is a good example. But more so you'll see a real repositioning of our brands and then the assortment of products within that.

I don't expect that any rationalization going forward would be material to our sales number.

Irwin Simon
Chairman and CEO, Tilray Brands

John, I think, you know, the market needs that. You know, you're gonna see rationalization in stores, you're gonna see rationalization in LPs. If you think about it today, there's 800 LPs out there, and if we have 12 brands, you think about it, how many brands they have. I mean, you can only have so many pre-rolls. You can only have so much flower. There needs to be rationalization. With that, if not, you can't really educate the consumer and the budtenders. That is a key there that we are really focused on, is educating the budtenders when a customer comes into the store what to buy. You know, what RIFF stands for, what Good Supply stands for, what Solei stands for. You can't do that if you got 20 brands out there.

I think that was the problem. You know, we, everybody came up with way too many brands, and the consumer was totally confused, and the consumer is not gonna buy every single brand to try it. SKU rationalization, brand rationalization, you know, you see that in some of our numbers. I mean, as we rationalize some of these brands, that's why some of our Canadian sales are down, and to move away from them. It also helps with our inventory, helps with our grow, helps with our packaging. There's lots, you know, when you do a SKU and a brand rationalization that the benefit for the company is.

John Zamparo
Equity Research Analyst, CIBC

Understood, agreed. That's helpful. Thanks. My second question is a broader one on M&A. It does seem like you have a lot of opportunities, whether it's Canadian cannabis or U.S. CPG or assets in Europe. I just wonder how you approach these options and how you prioritize them. Do you look for something strategic in nature that'll help you in the longer term? Or do you just approach it really from perspective of ROI?

Irwin Simon
Chairman and CEO, Tilray Brands

First and foremost, it's got to be accretive, and that's the big thing here. What I don't wanna do, or we don't wanna do, is buy something that's losing money, you know, and bring it into our portfolio. You know, we got enough where we wanna get to our own cash flow positive. That's number one. Number two, it's got to fit within our Tilray brand strategy and fit within that $4 billion strategy. You know, we don't wanna be in the retail business. I mean, you know, we wanna be in the consumer products business that's focused on consumer products that have adjacencies to the cannabis world, and ultimately, that we can really scale, that are good margins.

Ultimately, you know, with my past and Isa's past, Blair's past, you know, Jim's past, that we have the knowledge and the base. The big thing also is how does it enhance our current brand portfolio and how does it, you know, enhance our current brands? Trust me, we see lots of acquisitions in plant-based products, in spirits, in beer, in beverage, in cannabis, in CBD. You know, the last thing we wanna do is, you know, bad enough when you do acquisitions, you got to get them right, but making a bad acquisition would not be good for us. There's plenty of acquisitions we've looked at, and some of the best acquisitions are the ones we walked away from.

Blair MacNeil
President of Tilray Canada, Tilray Brands

Okay. I appreciate the color. Thank you.

Irwin Simon
Chairman and CEO, Tilray Brands

Thank you.

Operator

Thank you. Our next question has come from the line of Aaron Grey with Alliance Global Partners. Please proceed with your questions.

Aaron Grey
Managing Director and Equity Research Analyst, Alliance Global Partners

Hi, good morning. Thanks. Just one question for me.

Irwin Simon
Chairman and CEO, Tilray Brands

Good morning.

Aaron Grey
Managing Director and Equity Research Analyst, Alliance Global Partners

You guys talked about, you know, from the pricing you took on vapes and pre-rolls, you know, some share stabilization there. Dave suggested it might, you know, soften a bit again in March, and then you mentioned, you know, flower share losses as well. Just want to get a sense of how you're thinking about price gaps today for your products in the various price tiers and how you look at the balance between market share improvement as well as gross margins for the Canadian market. Thank you.

Irwin Simon
Chairman and CEO, Tilray Brands

I think a couple of things, and I'll let Blair jump here in a second. I think, you know, as we explained here, number one, as we look at SKU rationalization and what different SKUs stand for and how we can get different price premiums for SKUs, Solei vapes, the demand for them and what we can get for them, Broken Coast. There will be definitely you know, tier pricing for different types of SKUs out there. The other big thing is there will be different pricing out there for potency and what's infused and what type of flower. That's where we got to come back and educate and be able to get pricing. It should not be everything's at, you know, CAD 0.99 or CAD 2.99.

There's got to be a floor out there, and we have to make sure we educate the consumer on what the brands stand for. So that's, you know, what's important. But I think the thing is this here, as we go into our fourth year, you know, we are realizing consumers do want higher potency. We are realizing what they want in pre-rolls. The other big thing is we're seeing the market shift today where consumers 50% of the market used to be flower. Now it's moving to vapes and pre-rolls are some of the biggest growth out there. What's the differentiation out there? Flower is flower. So I think there's a lot we have to do there, and there's a lot we have to do in regards to, you know, get that pricing up.

The key is who can be that low-cost producer out there that can have price, that can have quality, that can have potency and ultimately be able to win. That's what's important for Tilray. You know, with that 3 million sq ft of grow, 265,000 k, and continuously trying to take costs out. That's where we hope to win in Canada, and that's what's important, you know, to win in Canada for us. Blair?

Blair MacNeil
President of Tilray Canada, Tilray Brands

Yeah. I think great answer, Irwin, and great question. You know, the one thing I would say about price is as much as we track pricing in the marketplace, the real angle for us is always to think about the value of our brand and the value of our brands relative to the competitive set. It's not about, to Irwin's point, about being low price, it's about being in value at all times. That price-value relationship of our brands is important, and Irwin talked about it in terms of potency, in terms of some of the other characteristics of our brands like infusion. That's one side on the price side. We're always gonna be in value.

Conversely, on the gross margin side, we're always looking at our cost business in terms of how do we do it more efficiently? How can we find other ways to extract costs out of the business so we can protect our gross margin? For us, we're always gonna try to find that value in our brands and our SKUs and balance that with the right cost on the back end of the business. You know, we do that in every category we compete in.

Irwin Simon
Chairman and CEO, Tilray Brands

I think if you know, if I ask most people on this call today, you know, name five brands in the cannabis business in Canada, and of course, those that live in Canada, I'm not sure you could do that. If I ask you to name five, you know, tequilas out there or bourbons or rums, you could, and would you pay different prices for? I think that's the big thing is educate consumers on brands. Now, we're limited what we can do in regard to advertising, but what we can do through social media, you know, through education, through the budtenders, we've got to build brands, we've got to educate them about the brands. That's ultimately the key to here, and not just throw out, you know, vanilla pre-rolls or you know, different names out there.

It's important that we have a brand that we can stand by. I think if you come back and look at, I was with the team last week and going through some of our new product innovation, what we got coming out with Solei and RIFF and Good Supply, you know, in regards to our pre-rolls and flower, there's some pretty exciting stuff, and I think that's what's important, is getting the message across on our brands.

Aaron Grey
Managing Director and Equity Research Analyst, Alliance Global Partners

All right, great. Thank you for the color. That was really helpful, and I'll jump back into the queue.

Irwin Simon
Chairman and CEO, Tilray Brands

Thank you.

Operator

Thank you. Our next question has come from the line of Scott Fortune with Roth Capital. Please proceed with your questions.

Scott Fortune
Managing Director and Senior Research Analyst, ROTH Capital Partners

Good morning, and thank you for the questions. Real quick, just wanna follow up kind of on the Canadian side and also U.S. You mentioned seasonality picking up. Can you provide a little color of kind of what you're seeing with the March data? As we know, usually things bottom out pricing-wise and demand in February. With the pricing initiatives that you've instituted to stabilize the market share, but can you provide a little more thoughts on the inflationary pressures or the discretionary spend of the consumer as you expect some seasonality pick up here? Just kind of thoughts around the pressure on the consumer right now.

Irwin Simon
Chairman and CEO, Tilray Brands

Sure, sure. You know, I think a couple things, and I'll let Blair jump in here. You know, the good news is last year this time, and even four months ago this time, we were dealing with COVID, and I promised myself I didn't wanna mention the word COVID on this call today, but, you know, I guess it's been part of our lives for the last 2.5 years, and you can't ignore it. You know, as we went through, and especially in Canada with lockdowns, in Quebec in regards to vaccination cards, only a certain amount, you know, of customers allowed in the store in regards to no one going back to their offices. So, during this quarter, you know, we almost, like, want to forget about it out there. As you walk around with masks on, you know, were you enjoying cannabis?

I think there's a lot here that we have to jump forward and say COVID is behind us in many ways. With that, I think there's a lot of small LPs out there that invested in pricing, and consumers went and tried them. I think what we're seeing is as they're coming back to brands that they know. On the other hand, you know, we had some flower challenges out there, which we've talked about. We think we are in a good place there. You know, from a standpoint there. Listen, on the other hand, we see a world today with, you know, labor shortages that we deal with, we see in regards to fuel prices. But the good news is we're grown in one facility, and that is where the product is grown.

On the other hand, you know, there's components that we need in packaging vapes that are higher cost. We've done a great job, and I think the key is, I keep coming back to it, the cost that we've taken out of our business. With that, we gotta continuously take costs out of our business. We gotta continuously get the right yields, in regards to growing our products. You know, that will translate back into pricing. You know, I don't see, you know, a lot of headwinds out there today that's affecting us because we've done a great job in regards to managing all this here and, you know, being able to reduce price to pass on to consumers. Blair, anything you wanna say on that?

Blair MacNeil
President of Tilray Canada, Tilray Brands

No. The one thing I would say, Irwin, and I agree with you, I join Irwin in putting COVID behind us as much as we possibly can. What I'm seeing out into the stores a lot is I am seeing traffic back in the stores. I'm seeing conversations with budtenders in the stores. In the Q3 alone, we had 1,076 product knowledge sessions with budtenders. You know, we're definitely seeing traffic in store come back, and that's a good opportunity for us to talk about our brands.

Scott Fortune
Managing Director and Senior Research Analyst, ROTH Capital Partners

I appreciate that comment. If I can put one more in real quick. Go ahead.

Irwin Simon
Chairman and CEO, Tilray Brands

To Blair's point, we gotta get customers in our stores. I remember, I think it was at Richmond Yonge, a few months ago. I knew normally Richmond Yonge, you know, it's just full of people. I could count the people on two hands of what was standing there. But I think the big thing is, you know, getting back in the offices and getting consumers back in stores is a key here.

Scott Fortune
Managing Director and Senior Research Analyst, ROTH Capital Partners

Perfect. Real quick, maybe for Denise, talk about the kind of percentage mix of international coming from Germany and Israel overall. Denise, what are you seeing, kind of unpacking the German sales coming from insurance versus private pay? We know private pay has been growing quicker there, and how do you look at that growth going forward here?

Denise Faltischek
CSO and Head of International Business, Tilray Brands

Yep. In terms of looking at Germany, we had about 20% growth in Germany quarter-over-quarter. Basically, in terms of looking at the mix there, I would call it around, like, 2/3 dried flower, 1/3 coming from extracts. We see the whole dried flower business growing a bit faster than the oils. I know Irwin mentioned he didn't wanna talk about COVID, and neither do I, because I think it's something that everyone wants to move past, but there was still some lingering impact on COVID in the quarter. It was harder for our sales representatives to be in front of doctors during the quarter. We see the extracts market as more of a traditional pharmaceutical market.

As we start to get past COVID, and as doctors are more willing to accept visits from representatives, we believe that we'll be able to see our extract business start to move more. In terms of private versus public insurance, I actually don't have data on the split between the two, so that's not a question that I can actually answer. But I do know that our extract business is mostly covered by insurance.

Scott Fortune
Managing Director and Senior Research Analyst, ROTH Capital Partners

I appreciate the detail. Thanks.

Denise Faltischek
CSO and Head of International Business, Tilray Brands

You're welcome.

Operator

Thank you. Our next question comes from the line of Tamy Chen with BMO. Please proceed with your questions.

Tamy Chen
Director and Equity Research Analyst, BMO Capital Markets

Thanks. Good morning. I have one question here. Irwin, going back to your comment about the mix of segments in the $4 billion target. I just wanted to clarify. Like, are you saying that if U.S. cannabis legalization does not happen by then, you would still look to acquire other businesses in the consumer area to ensure that you get to the $4 billion target?

Irwin Simon
Chairman and CEO, Tilray Brands

Let me be very clear. I'm not gonna buy businesses just to get to a number, Tamy. That, let me be very clear on that, okay? It's not a race to a number. It's again, you know, we are a cannabis company first, and the reason we would, you know, acquire is for cannabis reasons. Just ultimately, the answer to your question is, if cannabis does not legalize, which I believe it will, you know, by 2030 it would be a $100 billion business, and you think about the tax dollars. Cannabis will legalize. It's just when. The answer to your question is no, I will not be out there just doing acquisitions to hit a $2+ billion number in the U.S., if cannabis does not legalize over the next couple of years.

Tamy Chen
Director and Equity Research Analyst, BMO Capital Markets

Got it. Thank you.

Irwin Simon
Chairman and CEO, Tilray Brands

Thank you.

Operator

Thank you. Our next question comes from the line of Matt Bottomley with Canaccord. Please proceed with your questions.

Matt Bottomley
Managing Director of Equity Research, Canaccord Genuity

Good morning, everyone. Irwin, just wanted to circle back to some of your comments around the Canadian adult opportunity here. You'd mentioned potentially, you know, maybe $1 billion of that, of the $4 billion would relate to the Canadian market. Can you just kind of circle back around to how that might relate to market share? Is that $1 billion to Tilray, so maybe $2 billion of branded sales, you know, on a $10 billion opportunity? Are you implying a 20% market share? Just trying to get an understanding of what that those dollars would mean within the greater context.

Irwin Simon
Chairman and CEO, Tilray Brands

Sure, sure. Listen, I'm aspirational. I mean, we were there. I'd be very happy, and I've said it before, to get to a 25%, 30% market share. You know, fortunately, there's a lot of LPs, there's a lot of good competition, there's a lot of good companies in Canada. I think what's gotta happen is the market gotta grow, and the market's gotta grow in regards to, you know, more consumers coming into the market from the legal market. The market's gotta grow in regards to, you know, drinks being sold in, you know, retail bars and drinks being sold in convenience stores. I think more and more consumers getting educated about cannabis, both for adult use and for medical. With that, you know, it gets to that, you know, $10 billion retail, which you cut by 40%.

I'd love for us to have a 15% share. Then on top of that, we'd like to do acquisitions in the Canadian market, you know, in the $200-$250 million plus. You know, we do like that beverage business and there are, you know, some great Canadian beer companies or spirit companies that we'd love to do something in the Canadian market with. That's what gets me to the $1 billion in Canada. It's about a 15% share overall, you know, on the $10 billion retail, which, you know, wholesale is about 40% less.

Matt Bottomley
Managing Director of Equity Research, Canaccord Genuity

Got it. Thanks. Just one other quick question, if you don't mind. You mentioned, you know, Tilray, you know, focusing in on brand awareness and doing what you can in the current environment. Are there any meaningful catalysts or points in time in the next year where the federal government might be listening more to what the producers are saying? I know it's gonna be a long pathway where these stores might look something similar to a beer store or an LCBO or something like that. I just think a lot of what's sort of holding back a lot of producers from branding really isn't in their control for a large part. I'm just wondering what you think the government may or may not do and any timing for meaningful change.

Irwin Simon
Chairman and CEO, Tilray Brands

Listen, I think what's gotta happen is this here, and it's an excellent comment and question here. You know, as I've said, and I keep saying it, the Canadian government has made over $18 billion in the jobs it's created and the infrastructure over $6 billion. They gotta take this industry seriously. I mean, you know, Walmart doesn't sell cigarettes anymore, so cigarette tax is gonna go down. Gas tax is gonna go down with electric cars. You know, in regards to electrical tax, you know, you know, credits and that's gonna go down. With that, and again, there is a lot of great research coming out in regards to the benefits of cannabis. You know, I know Canada right now is going through in regards to the NDP getting dental for every Canadian citizen. Well, cannabis should be part of prescriptions that's allowed in Canada.

There's stuff that we need to push upon to the Canadian government and recognize. You know, you legalized this three and a half years ago. What is cannabis 3.0 and 4.0 right now? I think the cannabis companies have done a good job in managing this in regards to safety, in regards to education and the benefits from it. I think that's a big thing that the Liberal government got to realize. This is a real industry in Canada, and I got to tell you, it's probably bigger than a lot of other industries in Canada, and they just don't recognize it.

Matt Bottomley
Managing Director of Equity Research, Canaccord Genuity

Thank you.

Operator

Thank you. Our next question has come from the line of Michael Lavery with Piper Sandler. Please proceed with your questions.

Michael Lavery
Managing Director and Senior Research Analyst, Piper Sandler

Thank you. Good morning.

Irwin Simon
Chairman and CEO, Tilray Brands

Good morning.

Michael Lavery
Managing Director and Senior Research Analyst, Piper Sandler

Just want to come back to the revenue aspiration, and even if all the regulatory pieces fall into place, it does feel like it could be a pretty aggressive, you know, just ambitious target. Curious for the organic growth piece, which typically has some level of investments behind it, just how you think about the weight or importance of these targets versus balancing some of that with like a free cash flow objective or, you know, how to just have a disciplined approach to spending. You know, to the extent there's any tension between those, how do you think about where the pendulum swings there?

Irwin Simon
Chairman and CEO, Tilray Brands

I think what's important to come back, and the last thing I wanna do is give guidance out here. I, you know, gave, you know, a consolidated number based on, you know, legalization, and I was clear before that we're not out there just to get to $4 billion no matter what happens and just, you know, buy everything that's in front of us. But I would like for us, and I think it's important, and you see, you know, the growth opportunities that in front of us today in Europe are tremendous. The growth opportunities in regards to, you know, Breckenridge is tremendous. The growth opportunities in regards to what we're doing in the beer business with SweetWater, with Green Flash and Alpine are tremendous. There're certain businesses I'm looking for double-digit growth.

There's certain businesses I'm looking for high single-digit growth, okay? To get to a 50% share in Canada, I'm gonna need good organic growth there, whether it's mid- to high-single digits. To get where, you know, aspirational, where I want to on the consumer side, I'm gonna have to get to double-digit growth. With that, you know, it comes back to in regards to margins, which I talked about before, you know, in regards to mix of consumer products, and you can look at margins in the spirits business, the Diageo margins and others, and, you know, they're high margin products. Our margins today in the spirits and beer businesses are great margins from that standpoint. With that, we're looking in some markets, you know, for high- to mid-single-digit growth, in other markets, you know, double-digit growth.

In regards to what I said before, I'd like to have our consolidated margins, you know, and Carl will look at me like I'm crazy, but in, you know, in the 40% level as we look at the mix there. You know, cannabis is a plant-based product. The big thing is, you know, we have, you know, facilities and, you know, we're probably one of the lower cost producers today with our size. But with 265,000 k and growing more and more of that facility, our cost comes down tremendously. Listen, the other thing I didn't talk about is, you know, every day when we talked about legalization, there's a word out there called free trade, and if that ever happens, that we can start shipping cannabis, you know, into the U.S., no different than EU GMP.

You know, EU GMP certified into Europe now, that will be a big, big plus for us.

Michael Lavery
Managing Director and Senior Research Analyst, Piper Sandler

Okay. That's helpful, Colin. Thanks so much.

Operator

Thank you. Our next question has come from the line of Glenn Mattson with Ladenburg Thalmann. Please proceed with your questions.

Glenn Mattson
Equity Research Analyst, Ladenburg Thalmann

Hi, I realize it's late in the call, but and I had to ask because you mentioned specifically that in the U.S., the target to get to your revenue goal would include acquisitions potentially of like U.S. MSOs. Can you just give a sense of like what your ideal profile would be? Would it be like to grab a company that has like a wide footprint? Are you looking for brands? Are you looking for specific states and markets that you'd like to get into just some color around what your idea and goal is there. Thanks.

Irwin Simon
Chairman and CEO, Tilray Brands

Listen, I think good question there because every question is a good question. I think what's important, you know, if legalization happens, what does it look like in regards to, is it like alcohol, the three-tier system? Number one. Number two is, you know, if I didn't have to have, you know, grow my own cannabis in each state, then that's different, you know, from a standpoint there. It would depend. I would want multi-state. I would want brands. I'm not the most you know, excited about retail. If it had to be, you know, like the liquor industry or the spirits industry, I'd love to grow because we now know how to grow and getting better at it every day.

I'd like to be able to sell brands, not necessarily. You know, would the majority of our business like to be in the retail business? That's kind of what we look at. How do we, you know, be part of a multi-state operator that has brands already, that has good houses to grow? Could we ship product in from Canada into the market in the U.S.? One of the biggest costs today is building these different greenhouses and these growth facilities. If you could eliminate that and just be able to sell into that market. I think as you look at the United States, no different than Canada. You know, you take New York, you take California, where prices, and then you take the Midwest.

What are the big markets that you really wanna be in? Where are the people? We've, you know, discussed this. The other thing is, as we look at it, how would we grow our e-commerce, the business, in regards to direct to consumer and delivery to consumer, is something that would be important to us.

Glenn Mattson
Equity Research Analyst, Ladenburg Thalmann

That's great. Thanks for the color.

Operator

Thank you. There are no further audio questions at this time. I would now like to turn the call back over to the Tilray team to address questions submitted via the Say Technologies platform.

Berrin Noorata
Chief Corporate Affairs Officer, Tilray Brands

Thank you, operator. Our top question from the Say Technologies platform is: Upon federal legalization, how soon could Tilray enter the U.S. market? Irwin.

Irwin Simon
Chairman and CEO, Tilray Brands

You know, upon you know legalization and again you know how quick that would be, and you know there there's a bill right now in Congress that's got to go before Senate. Again, 4/20 will be a very interesting day, not just because 4/20 is an interesting day anyway. You know, with SweetWater, there's 420 Fest, which is down in Atlanta. Everybody should come to it. Right now, if something happens, we have the ability to do something in regards to MedMen pretty quickly. We think it's a brand that can ultimately be distributed throughout the U.S. There's retail in some great you know states out there already. We've already introduced products today with the RIFF name, the Broken Coast and the Good Supply with our different beer business.

I would love tomorrow to be selling Breckenridge products, and it's a great bourbon. If you haven't tried it, you really got to try it. You know, we are looking and working on ways to infuse, you know, and hopefully we can call it bourbon, infuse that product with a THC product. Where there's multiple beers out there today that are infused with THC. And again, let me be very clear, you can't have alcohol and you can't have THC in the product. From a business standpoint, we would have businesses that have alcohol, businesses that are drinks infused with THC. The big thing is what we would have is the distribution in the brands that are already set up that consumers know. We're ready for it. The only thing we need is legalization to happen.

I think the last part of it is, you know, there's so much we've done on the medical side in Europe. There's so much we've done with our CC Pharma and distribution business there. What we could really do with the doctors out there in regards to prescription for anxiety, for pain, you know, for sleep, etc. Really what we can come into this market. I got to tell you, I must get asked 10 x a day, how do I get product for sleep? How do I get product for pain? You know, where can I get this product for anxiety? There is so much demand out there. Again, it's the education and getting customers and consumers feeling good about it. With that, I want to thank everybody for joining today's call.

I know some people had some trouble getting on because of demand to get on. You know, there's a lot going on with Tilray. You know, it's an industry that's three and a half years old. Tilray, as Tilray Brands, is a company that's less than a year old that's coming together. If you go back and look at where we were, you know, with Aphria, where Tilray was, what's part of it today in regards to SweetWater, Alpine, and Green Flash, in regards to Breckenridge Bourbon. What we're doing in regards to the Canadian market, I'm really excited about what we've announced with the Hexo deal. You heard me in my prepared remarks, we're looking for $80+ million of savings between both companies here.

You know, Hexo will continue to stand alone, and there's some exciting stuff there that we continuously work on. You know, with that, we are focused on our balance sheet. We're focused on profitability. You know, I'm somebody who's always focused on cash. You know, we're not totally happy what's happened in the Canadian market, but I'll tell you, there's a team here that's all over it. There's a team here that's all over making sure we grow this business. I think the big thing that's in front of us, where else is there an industry out there where today, where it is in three and a half years, it's heading to $100 billion in size and with the opportunities out there. I think all we need is legalization and who is in the best place to do it other than Tilray.

I have and I get fortunate to work with one of the best group of peoples out there, which comes from many industries, with many expertise that bring that to Tilray, that are helping us do this. I have a board of directors that's really focused on good governance, you know, our ESG, and really focused to take this company to the next level. We have in place today some great growth facilities that were built, you know, over the last couple of years. Ultimately, you know, how do we now take them to the next level? We're in the midst of technology in regards to data, content, and really understanding the consumer and getting that.

We're focused on making sure we have a very strong balance sheet because I think that's where a lot of the LPs are running into trouble as they run out of money or, you know, losing money. The big thing is the focus on the consumer, and that's why the name of the company is Tilray Brands. We are a branded consumer company. You know, a lot of questions in regards to margins and mix and how you get to the $4 billion aspiration. One of the things we have is a plan that's out there to get to $4 billion. Will everything go right? Absolutely not. Will everything hit? Absolutely not. Are we in control of everything? Absolutely not. I will tell you, we have a good plan.

We have levers to pull. If they don't go right, then, you know, we know another way to go. We will get there and reward our shareholders, be true to our consumers, and be true to our employees. Thank you very much for joining us and have a great day.

Operator

This does conclude today's teleconference. We appreciate your participation. You may disconnect your lines at this time.

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