Thank you for joining Tilray Brands conference call. 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 conducted via audio. I will now turn the call over to Tilray Brands' Chairman and CEO, Irwin Simon.
Thank you, operator. Good morning, everyone. Good afternoon for those listening internationally, and thank you for joining today's conference call. I'm excited to discuss the strategic acquisition of BrewDog, an iconic global brand in the beer business that will join Tilray's portfolio. The acquisition included BrewDog's worldwide brand intellectual property, certain assets from its profitable U.K. operations, including the scaled brewing facility in Ellon where I am today, along with 11 bars across the United Kingdom and Ireland for GBP 33 million. I'm here today at the Ellon facility, as I just mentioned, and what an unbelievable and exciting facility. I can't tell you how impressed I am with the facility, the team, and of course, they brew great beer. We're also progressing towards the acquisition of certain U.S. and Australia BrewDog assets, which we expect to close in a later date very shortly.
Before I get into the transaction details, it's important to step back and look what we built at Tilray since 2019. Over the past several years, we've transformed Tilray from just a $50 million business into a global consumer packaged goods platform with well over $1 billion of revenue, operating with more than 40 brands in over 21 countries. Through disciplined investments, operational execution, and strategic partnerships and watching our balance sheet. We've established a reputable craft beverage platform across beer, spirits, energy drinks, and emerging categories, earning the trust of major global partners such as Carlsberg. With the recent addition of BrewDog, our beverage business is projected to generate approximately $500 million in annual revenue.
I personally admired the BrewDog brand for many years, watching its evolution across multiple valuation cycles, including when the company was valued well over $2 billion in 2021. Our approach has always been be patient and disciplined and wait for the opportunities, waiting until we have built the scale and infrastructure and operating expertise required to be the right long-term steward for a brand if this became available. Today, Tilray is recognized globally as a meaningful player in the beverage industry, with our craft beer portfolio increasingly present across major national and international channels, including leading airlines you can find it on, such as JetBlue, Delta, and British Airways. The acquisition of BrewDog represents a fresh start for the brand and natural steps in the execution of a global beverage vision, which we set in motion several years ago.
It's a clear win for Tilray, our shareholders, our consumers, and for BrewDog and their employees. First, it immediately strengthens Tilray's global beverage platform by adding a scaled international brewing capacity, establishing infrastructure, and one of the most recognizable international craft beer brands in the world. Second, the purchase price reflects disciplined capital allocation with a clear pathway to accretive value creation, supported by multiple operation and commercial growth levers and ultimately additional levers that we will pull. Third, it provides BrewDog with the operational expertise, capital, and long-term stability needed to refocus the business and return the brand to sustainable and organic growth as we plan to invest additional working capital into the brand, into the business, and into our people.
Fourth, we acquired a world-class brewing infrastructure, a high-quality craft beer portfolio, and strategic real estate at a fraction of the capital and a time required to replicate this footprint from the ground up. We expect it to be cash flow positive and accretive to EBITDA in our fiscal 2027. This is a great deal for Tilray, our shareholders, and BrewDog. You could not simply build this platform in Europe today for the amount of money we paid. Importantly, we're acquiring select operating assets that already deliver meaningful scale, strong brand equity, and establish a route to market. BrewDog's Ellon brewing facility currently produces 800,000 hectoliters annually and has the capacity up to 2.4 million. We have a job. We have to double the capacity here.
This available capacity immediately enhances Tilray's international operating footprint and allows us to efficiently expand distribution of our craft beer beverage across key international markets, including introducing craft U.S. brands like Shock Top, SweetWater, Montauk, and 10 Barrel. Simply put, this is a disciplined, highly strategic, financially compelling fit for Tilray. BrewDog is built on the bold ideas and innovation, strong quality standards, and entrepreneurial spirit, which we will continue. Its core craft lineup includes globally recognized brands such as Punk IPA, Hazy Jane, and Wingman, each supported by strong consumer loyalty. Complementing the core craft brews are more mainstream brands like Lost Lager, Black Heart, which broaden consumer accessibility. BrewDog has also provided an expanding range of low and non-alcoholic beverages, including Punk AF, Hazy Jane, Cold Beer, and a lower ABV lager.
This portfolio strategically positions the company in the company's fastest-growing industry. This is not a brand requiring reinvention. It's a strong brand that will benefit from our expertise, operational execution, and brand-building capabilities, working within the existing team in areas where Tilray has demonstrated success in the past. What BrewDog adds immediately ? International distribution. The Ellon Brewing operation alone represents over GBP 100 million of invested capital. This gives Tilray the infrastructure to introduce our leading U.S. craft brands into Europe through an existing production and hospitality platform. We are not entering Europe from scratch. We are not leasing capacity, and we're not testing distribution relationships market by market. We now own a proven scale European beverage platform, accelerating our beverage strategy by years.
This is both a strategic and financial win for Tilray. From a financial perspective, BrewDog represents a compelling transaction and win for our shareholders. As a result of license transfer timelines from the administrator to us, we expect minimal impact from brewing operations on the revenue and EBITDA sides in our fourth quarter. Beginning fiscal year 2027, BrewDog is expected to generate approximately $200 million in annual revenue and split 67% from brewing operations and 33% from brewpub operations. At approximately $6 million-$8 million in annual EBITDA, we expect the acquisition to be accretive, with the business becoming cash flow positive beginning in the first quarter of 2027.
Importantly, this is a playbook we have successfully executed across our global platform, and it is a proven, repeatable model following our leadership team has the operational expertise and discipline to execute it again as we unlock BrewDog's next phase of growth. I want to speak directly to BrewDog employees and to the Equity Punk community about why this is a win for you as well. I know the past several months, and especially today, have been challenging. Administration creates uncertainty, it impacts teams, it impacts confidence, and I promise you, today brings clarity. My commitment to you is to continued clarity and communications going forward. BrewDog now has a long-term capital global infrastructure operation scale behind us, creating a strong foundation for the future called Tilray Brands. This brand was built through creativity, passion, willingness to challenge convention.
That entrepreneurial spirit is exactly what made BrewDog a great brand, and it's something we respect and intend to preserve. We are not here to corporatize BrewDog. As I continuously said, beer is not going away, and we're fully committed to making beer fun again, like we've had with a lot of our other brands. We're here to strengthen the business fundamentals that allow it to grow sustainably to you and can enjoy the beer you love for years. That means stabilizing operations, improving efficiency, investing behind core SKUs, and expanding international distribution. To the Equity Punks, you've helped build this brand to what it is today. Your belief and support shape this brand. We respect your community. Our objective is to preserve what makes BrewDog different from what strengthened the business model and what supports it in the long term.
Before we go to questions, I'd like to ask Rajnish Ohri, President of our international business, to join us on this call. Rajnish, who is here with me today, is based in London and Dubai. He joined the Tilray team a year ago and will lead the BrewDog business together with the BrewDog team. With his deep CPG and international operation expertise, Rajnish has already played a critical role in accelerating our international growth strategy and building the groundwork for our international beverage business in up-and-coming U.K. launch of HiBall Energy. I am confident in Rajnish's ability to expand our international beverage operation. Rajnish, go ahead.
Thank you, Irwin. I'm incredibly excited to lead BrewDog's operation as a part of Tilray's international beverage business. BrewDog is an iconic brand built by passionate people, a strong brewpub culture, and a loyal community of beer lovers. Our focus moving forward is to strengthen that foundation. My priority is to return the business firmly to its core, great beer, great people, and an exceptional brewpub experience while improving operational execution across brewing, distribution, and hospitality. We see meaningful opportunity to grow BrewDog by investing behind its beer-first heritage, supporting the teams that make the brand special, and expanding thoughtfully across international markets where demand for premium craft beer continues to grow, including some of the opportunities we see in the Middle East, Asia, and Asia- Pacific. Thank you.
Thank you, Rajnish. We'll now turn this over to questions. Baron, can you manage that?
Thank you. We will now be conducting a question and answer session. If you would like to ask a question, please press star and the number one on your telephone keypad. A confirmation tone will indicate your line is in the question queue. You may press star and the number two if you would like to remove your question from the queue. For any participants using speaker equipment, it may be necessary to pick up your handset before pressing your star keys. Our first question comes from Pablo Zuanic with Zuanic & Associates. Please proceed with your question.
Thank you, and hello, everyone, and of course, congratulations to Irwin Simon and team on this transaction. The first question, can you talk about the state of the business? What were peak revenues historically? I know you spoke about $200 million. I think you talked about an administrator handling the business right now. I read the Financial Times talk about a $37 million loss in 2024. Just talk about the state of the business, where are we versus peak, what went wrong in your opinion, and how are you going to fix it? Thank you.
Thank you, Pablo. Great questions. Number one, listen, the state of the business and we wouldn't step into something unless we felt the state of the business still had strong fundamentals. Number one, the fundamentals absolutely are still very strong. The brand has still very strong brand recognition. The brand has still strong distribution. I visit supermarkets here in Scotland and the U.K., and it has a strong presence. In regards to the sales, you know, where they got off track, in my opinion and the team's opinion, is this here. BrewDog at one time had close to 60 brew pubs with a lot of capital invested in that. Again, I don't think brew pubs were the right way to go in some of the markets they did, in which today we'll end up with about 13 brew pubs.
They've been closed or will be closed or will be sold off and will not be part of this deal. In regards to the people, there was a lot of uncertainty here, and a lot of uncertainty what would happen with the facility, a lot of uncertainty who would end up owning this, and it would be gobbled up, and there would be no more infrastructure than that behind it. Again, Pablo, this business needs some love. This business needs some innovation. With that, I think we can easily get this business back to growth. You heard what I said in regards to EBITDA, between $6 million-$8 million in 2027, that's our next fiscal year, being cash flow positive. There's a lot of cost to take out of this business.
The important thing is, again, what we ended up acquiring this business for, you know, and you could never replace these assets, this facility where I am today in Ellon, you couldn't replace this for, you know, GBP 100 million today. What's in the U.S.? There is work to do on the brand. There is work to turn this around. There's opportunities with us in regards to what we can do with our products. It's amazing, once this press release come out, the calls that we're getting from around the world of how do we partner with you guys? How do we franchise? It's just even with our retailers now that it's stabilized, how we'd like to see you to do more with Tilray.
There's a lot of work to do, Pablo, here, but I feel there's a good trajectory of what can be done.
Thank you. Just I know you're still negotiating on the U.S. and Australian assets, but can you talk about the size of that business just to have a reference in terms of sales or revenues?
In Australia, total sales is about, I think. In U.S., in regards to sales, it's about a $20 million business, and that comes from, you know, the brew pub in Las Vegas, the brew pub that's in Columbus. There's one in Cleveland, and there's one other one. Again, it's about a $10 million brand at retail. We do have a strategic plan for that, of where BrewDog will be sold within the U.S. and what we can ultimately utilize that facility for. It's an unbelievable facility they built in Columbus, Ohio, on 20, 25+ acres along with a hotel. And then Australia, which is, you know, high consumer of, you know, beer there. Again, we're taking four.
Two pubs.
Two pubs.
Two pubs.
There is distribution going into Aldi and some of the other supermarkets within Australia. Not a big business. Today there's also franchise in Dubai, there's franchise in India, franchise in Japan that are out there, and that's some of the stuff that we'll continue to look at where we can franchise this brand.
Thank you. One very last one, if I may. I mean, obviously, your beer, your alcohol business, as you said in the call, in the press release, now approaching $500 million. That's a long way from where you started, so congratulations on that. Compared to, say, Boston Beer, $2 billion, Guinness and a number of other companies out there, you're still relatively small.
Just trying to understand in that context, where do you stop? Do you stop at $500 million? What is M&A and expanding the alcohol business via M&A still a big part of the strategy for Tilray? That's all. Thank you.
First of all, we only got in the beer business in 2020. They've been around much longer than we have, Pablo. I think we've done a lot. It's not how big you are, it's how profitable you can get these businesses in a tougher category today. I think what we've done in a short period of time and acquired, integrate, taken costs out, you know, is great. I, again, I think this creates a lot of opportunity for our domestic brands to bring internationally. I think, again, the brewpubs that we're acquiring today gives us the opportunity to turn them into brewpubs that sell multiple beers. I'm quite excited about the Carlsberg business that we just partnered up with Carlsberg within the U.S.
There's lots of opportunity for growth, and there's lots of opportunities for strategic acquisitions. You know, as we've done in the U.S., we've acquired brands where we've built out these regional brands, you know, whether Montauk in the Northeast, SweetWater in the Southeast. You know, we'll continue to do that and continue to utilize the strength of purchasing, procurement, and distribution. I think again, the brands you mentioned have been around for a long time. We've only been around in this business for five years.
The next question comes from the line of Bill Kirk with Roth Capital Partners. You may proceed with your question.
Thank you, everybody. Irwin, you talked about filling the excess capacity of BrewDog. Which of your U.S. brands do you envision, you know, have the best international opportunity with that, with that capacity? Then how do you begin marketing those brands in places that are probably today largely unfamiliar with them?
Good question. I think, again, 1, it would be Shock Top, it would be Montauk, probably SweetWater. Okay? They would be the three brands. We're also, as you heard us say before, well before this, the team was in the midst of introducing HiBall Energy into the marketplace. We're looking at multiple areas in the seltzer area that ultimately we're looking at. They're the brands that we would focus on, probably because of the infrastructure, the sales team, you know, having our own brewpubs out there. Brewpubs are a great sampler, great testing. One, we would immediately get those brands into our brewpubs. We would look to go ahead and partner with one of the major retailers on some, you know, new, unique products. Of course, we'd have to spend some marketing dollars on that.
That is some of the things that we would plan to do. The other thing is, like I said, this facility here, again, you know, how do we fill up this facility with growing the brands? If we look to franchise the BrewDog name, and selling, you know, kegs and that around the world, we would do that. Would we potentially look to do some co-packing for some other brands out there with this facility?
Excellent. Then I think you mentioned, so maybe a point of clarity first, but I think you mentioned 33% of the business was in the brewpubs or on premise. I guess, is that?
Yes.
Did I hear that right first? Second, when you're looking at those opportunities to get BrewDog back to growth, is it more in the pubs or is it more off-premise?
It's more off-premise, of course. Here's the thing, BrewDog, you know, one of the things we ran into when you're a competitor with, you know, a brewpub, would you bring this into your pub, you know, within the U.K., and there's a lot of beer consumed. We're gonna look at bringing, you know, BrewDog into the pub market, which was not something that BrewDog did before. You don't walk into a regular pub in the U.K. today and find BrewDog on tap. That is something we're going to look to do. How do we push BrewDog through some of these pubs within the U.K.? You know, how are we gonna be part of events and whether it's sporting events, et cetera. Again, you know, we do have today, you know, Dubai, which is a franchise, which is an exceptional franchise.
We do have Japan, which we have a joint venture there. You know, the Middle East with our non-alcoholic drinks there. How do we ultimately, you know, look to expand into those markets?
Thank you. Appreciate it.
Thank you.
The next question comes from the line of Frederico Gomes with ATB Capital Markets. You may proceed.
Hi. Thanks for taking my questions, and congrats on the transaction. You mentioned $6 million-$8 million adjusted EBITDA for fiscal year 2027. You also mentioned, Irwin, that there are costs to take out of the business. I'm curious, what does that guidance for adjusted EBITDA implies in terms of what the business is actually doing today and what's related to cost savings that you need to implement? Thanks.
Federico, it's Carl. That's why we said there'll be minimal impact in Q4. Part of that issue has to do with licensing transfers, and those are there's some time that has to happen for those to occur. Then once the licenses are officially transferred, then we can start recording revenue, we can start recording EBITDA on it. We're expecting to have the exit costs roughly equal the EBITDA in that quarter.
We're looking at 2027 as more of a clean year.
Perfect. Thanks, Carl. A second question on the guidance there for, I guess, the top line $200 million annualized sales. Does that include the additional assets in the U.S. and Australia that's still being negotiated, or is that upside to that guidance?
That's outside of the existing guidance we've given in this release.
Thank you.
This now concludes our question-and-answer session. I would like to turn the floor back over to Irwin Simon for closing comments.
Thank you very much, operator. Thank you those jumped on this call in short notice. Has this been a crazy day. Again, as we had to go through a process with the administrator, which had to go through the courts and get that approval before ultimately it was signed off. That's why there was a halt on the stock, that's why there was a delay, as with the five-hour time difference in letting the employees know here. Again, we've met with the employees. A lot of excitement, a lot of good energy here. I got to tell you, sitting here last night, we didn't know until last night that we ultimately were going to be the successor behind this.
Being here, being with the employees, being in stores, I really feel good, and I really feel good about the opportunity. I feel good about what this brings to Tilray and its shareholders. I feel what we can do with this brand, with consumers. I feel good what we paid for this brand and knowing multiple times when I've had meetings and what the expectations were. Again, it's only then what we can do with it. With the team that I work with and some of the team members that I met here, I'm excited about what this ultimately will do for Tilray. Look forward to speaking to you on our earnings call and sometimes in April. Thank you very much for getting on the call in such a short order. Have a great day, everybody.