Tilray Brands - Q3 2023

Transcript

Operator (participant)

Good afternoon, everyone. Thank you for joining us to discuss Tilray Brands, Inc.'s financial results for the fiscal year 2023 third quarter ended February 28, 2023. 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 concluded, and the company will read aloud and answer the top questions. Ms. Noorata, you may now begin the conference.

Berrin Noorata (Chief Communications and Corporate Affairs Officer)

Thank you and good afternoon. By now, everyone should have access to the earnings press release, which is available on the investors section of the Tilray Brands website at tilray.com and has been filed with the SEC and SEDAR. On today's call, 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. The earnings press release contains a reconciliation of each non-GAAP financial measure to the most comparable measure prepared in accordance with GAAP. We will be making numerous forward-looking statements during our remarks and in response to 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 includes many of the risks and uncertainties associated with such forward-looking statements. Note that we have also posted a presentation on the HEXO transaction to the investors section of the Tilray Brands website. Today, you will hear from key members of our senior leadership team Irwin Simon, Chairman and Chief Executive Officer, Tilray Brands, Inc., and Carl Merton, Chief Financial Officer, who will provide a quarterly financial review and update our annual guidance. Also joining us for the question and answer segment of this call is Denise Faltischek, Chief Strategy Officer and Head of International, Blair MacNeil, President, Tilray Canada and Ty Gilmore, President of our U.S. Beer business. Now I'd like to turn the call over to Tilray Brands Chairman and CEO, Irwin Simon.

Irwin Simon (Chairman and CEO)

Good afternoon everyone, and thank you Berrin. Hello everyone. Thank you for joining us for a report on our Q3 financial results, as well as our exciting announcement that we've reached an agreement to acquire 100% of the common shares of HEXO. Let me begin by stating the obvious. The global cannabis industry continues to be challenging, with both industry-specific and macro headwinds. The Tilray Brands team has demonstrated adaptability, strong execution skills and operation excellence throughout in response to diversify our business and built a strong, durable balance sheet. This diversification, in particular, has been an absolute necessity given the ongoing delays in U.S. federal cannabis legalization and the delay in SAFE Banking Act, as well as delays in adult use legalization in Germany, all of which have fundamentally impacted cannabis industry business models built around the promise of legalization.

These industry conditions have compelled us to challenge previous assumptions, adapt, and execute. As a result, we built the most diversified global cannabis lifestyle and CPG company with a clear vision and a strategy to deliver sustainable long-term stockholder value and growth. Throughout it all, we have remained focused on the core business fundamentals such as maximizing our revenue growth and profitability, cost management, and of course cash generation. While due to the current macroeconomic climate, we do not believe the value of the opportunities we've created within our diversified business are fully reflected in our current stock price. We begin that these opportunities will generate significant stockholder value in the long term, and that our efforts that we've delivered will suit these following accomplishments.

We've repositioned Aphria, optimized operations and cost efficiencies, and built the leading Canadian cannabis LP with the Tilray transaction, and now with the HEXO transaction. Today, Tilray Brands continues to lead with the number one cannabis market share across Canada, which we've accomplished as a low-cost producer while achieving $122 million in cost savings. We've strengthened and expanded our international cannabis business in over 20 countries and new markets and territories around the globe. Today, we have the leading medical cannabis market share across Europe. As an adaptation to delay in the U.S. federal cannabis legalization, we built a strong and profitable U.S. beverage alcohol business, including repositioning SweetWater into the number one craft brewer in Georgia, the number two craft brewer in the Southeast, and the 10th largest craft brewer in the U.S.

We acquired Montauk Brewing Company and grew its points of distribution by 10% within the first four months of operating this business. Today, Montauk is the fastest-selling craft brewer in New York. Our highly awarded bourbon brand, Breckenridge Distillery, was recently awarded the world's best blended whisky by Whisky Magazine. You gotta try this product. We've also stabilized Manitoba Harvest into a profitable business, creating the world's leading hemp food brand with over 50% of branded hemp market share in the U.S. and Canada. When federal cannabis legalization does occur, we will leverage these U.S. businesses into beverage, alcohol and wellness, including their distribution and marketing networks to capture new, expansive opportunities across the US and throughout the creation of a broad set of cannabis-infused CPG brands. Now, let's discuss our agreement to acquire HEXO Corp.

Please refer to the Tilray and HEXO investor presentation available on our website, www.tilray.com, for greater details. We view this transaction as building on strength in that it takes the proven value proposition of the successful strategic partnership that we forged with the HEXO team last year. This enables us to fully leverage the combined power of our businesses. Together, we have the assets and the operating expertise to build a stronger Canadian platform that takes advantage of clear opportunities to deliver stronger top-line growth and increase our market share, deliver an enhanced margin contribution, accelerating our drive to profitability through operating and cost synergies, and ultimately enhancing value creation for our shareholders. To provide some further detail, we expect three immediate benefits.

First, we expect the combination of our businesses to enable us to grow and strengthen our number one share even further across all major Canadian cannabis markets. Anticipate pro forma combined cannabis market share would rise 480 basis points to 12.9%. Pro forma net sales would rise to approximately $250 million, supported by leading low-cost operations and complementary distribution across all Canadian geographies. Second, it will broaden our portfolio of high-growth brands, expanding Canadian adult use opportunities with the addition of HEXO's top brands, including Redecan, the number seven brand in Canada, and add new Canadian medical opportunities from HEXO's assortments, which would bring in new diversified group of consumers and patients, in addition to adding capabilities across multiple product categories while leveraging our robust supply chain.

Third, we are confident it will enable us to take greater advantage of the complementary operational and cost synergies that exist between our businesses. Since we purchased the convertible notes in HEXO in July of last year, the HEXO team has made significant strides in reducing cost, improving profitability by making changes to their operations, and participating in our joint cost savings effort. Upon completion of the next phase of this transaction, we intend to achieve additional cost savings and synergies in excess of $25 million on an annualized basis. The HEXO transaction, which we expect to be accretive to earnings upon achieving synergies and savings is expected to close in June 2023 and will consist of a purchase price of approximately $56 million payable through the issuance of Tilray's common stock.

Upon the expected closing in June of 2023, we will integrate HEXO operations into Tilray's Canadian infrastructure across manufacturing, cultivation, operations, sales and marketing, and corporate. We also expect to leverage Redecan's state-of-the-art grow facility for our low-cost production business, and we are evaluating the utilization and the optimization of Masson-Angers in Gatineau, Quebec, for new opportunities, including the premium berry and vegetable business. Our management team has a proven track record optimizing operations and setting and achieving synergy targets. Our confidence in our ability to deliver the synergies we've identified in HEXO acquisition is very strong. Turning now to how we executed in the third quarter. Tilray brand sustained and grew the top line while continuing to strengthen our balance sheet through cost-cutting initiatives and related steps to optimizing the platform amid complicated market dynamics across Canada, Europe, and the U.S.

This work includes a very deliberate decision to accelerate our path to positive free cash flow driven by the following priorities. First, maximizing revenue and growth in our profitable core business, which entails maintaining our number one leading position across Canada, and that has been since 2020, and continuing to expand and grow our cannabis market share across Canada, the largest federally legal cannabis market in the world. We anticipated the HEXO acquisition will continue to contribute substantially to this objective. Solidifying our leadership status and growing market share in medical cannabis across our international markets, establishing new market opportunities as medical legalizations continues to take hold, and setting our business up to capture the adult use market when legalization occurs.

Winning in the U.S. through our leading and profitable portfolio of craft beverage, alcohol, and wellness consumer products brands, which resonates powerfully with consumers and are ideally positioned in key markets. When federal cannabis legalization does occur, we will leverage these U.S. businesses and their distribution and marketing network to capture new expansive opportunities across the U.S. and through the creation of a broad set of cannabis-infused CPG brands. Second, we are diligently optimizing the efficiencies of our global operations and driving the disciplines and accountability that ensure we remain a low-cost producer in the cannabis business and our other businesses. This includes realizing substantial cost savings and synergies in our business, discontinuing certain partnerships, and exiting certain unprofitable businesses in order to focus our resources on the businesses that are driving profitability and cash flow.

These aren't easy decisions, but we made them early and they're unquestionably the right ones to make. Third, we are strengthening our industry-leading balance sheet and cash position, which enables us to pursue target opportunities for growth and expansion within the context of economically uncertain environment. This balance sheet strength is a distinct competitive advantage in this environment and should enable us to achieve the kind of scale and superior competitive positioning that we believe will deliver profitability and stockholder returns in the long term. Now to review our performance in Canada over the past quarter. In Canada, the most notable challenge is price compression, which impacted us by approximately $28 million year to date, almost all which drops to the bottom line and negatively impacted EBITDA by approximately $26 million for the 9 months.

Because of price compression, excise tax has become a larger percentage of each sale and is exacerbating the cost of excise tax, which is calculated largely as a fixed price per gram versus a percentage of purchase price. Tilray has paid approximately CAD 120 million in excise tax and corporate income tax in the last 12 months to the Canadian government, with the majority coming off the top line sales and impacting the bottom line. No question, the Canadian government has been the most profitable cannabis business in our industry. In order to rectify this imbalance, we continue to work with the government to reduce inequitable taxes between the legal and the illicit cannabis industry. In short, the difficult operating conditions in Canada that we've described in recent quarters persist, including ongoing price compression, strained retailer cash flows, and exorbitant excise taxes.

There also continues to be almost 1,000 LPs, up 300 since we started to report numbers last year in the market, but we are starting to see some consolidation as both the LPs and the retail store levels as well as some inventory levels normalization across the retail market. Against this backdrop, the strength of our brands has enabled us to maintain our number onmarket share position. In Q3, which was 73 basis points ahead of the number two LP, our adult use recreational brand, Good Supply, continues to be the number 1 brand in Canada with 6% of the market. In Q3, excluding Quebec, our share across Canada was up 43 basis points in Q3 versus Q2, with solid improvements in Ontario and British Columbia. We're seeing this trend continue as we've entered Q4.

To provide some further insight in performance of Canada, volume deliver was flat in Q3 versus Q2, reflecting continued price compression in the marketplace. Taken together, we saw $3 million of price compression in Q3 results. This has slowed significantly from Q2, where there was a $12 million of price compression. We do believe we're starting to see the floor on price compression in the marketplace. From a category standpoint, dried flower continues to be a standout, up almost 7% from Q2, and double the industry performance. However, we're not resting on this achievement. Our beta program continues to provide us with a pipeline of new strains, and we have recently made changes to our post-harvesting processes, which will ensure our Good Supply brand continues to provide consumers strong value at competitive price points.

In our international businesses, we're focused on three strategic priorities: solidifying our leadership position and growing market share in medical cannabis in the countries around the world in which we participate today, achieving early mover advantage in new countries as medical legalization continues to take hold, and of course, ensuring strong positioning to capture the adult-use market upon adult-use cannabis legalization. As we do this, we're optimizing our international platform, including working to remove approximately $8 million of cost from our European businesses, of which we've already achieved $2.6 million to date. In order to achieve long-term profitable growth in the event that only medical cannabis legalization continues to proliferate, we believe that we are well-positioned for success driven by the following competitive differentiations. Our high-quality medical cannabis brands, which are trusted by patients, healthcare professionals, and government officials around the world.

Our unrivaled platform of assets resourced through our cultivation facilities in both Portugal and Germany, and our medical distribution network led by our integrated CC Pharma and medical cannabis teams with relationships across 13,000 pharmacies. Based on these strengths to date, we've built upon momentum in Poland with a rapid and substantial increase in our sales of medical cannabis. Received market authorization for two additional medical cannabis extracts in Italy, which we'll distribute through our wholly-owned subsidiary, FL Group, one of the only five companies in Italy that is authorized by the Italian Ministry of Health to import and distribute medical cannabis. We've expanded our European footprint across the Czech Republic through a new export and distribution partnership.

In the event of adult-use cannabis legalization, we believe we're strongly positioned to seize on the opportunity based on our differentiators and the industry-leading expertise we've had as a market leader in Canada and through the deep CPG experience in our management team. Turning now to the U.S. and our CPG portfolio. In the U.S., participation in the adult-use cannabis markets is integral to our long-term strategy. However, as we've said in the past, we will not engage businesses that touch cannabis plants if cannabis remains federally illegal in the U.S. In the meantime, we're optimizing the value of our existing high-potential U.S. businesses, which consist of five craft beverage alcohol brands and wellness brands. The largest of our beverage brand is SweetWater, headquartered in Atlanta, Georgia.

With a nationwide infrastructure spanning 44 states and innovation-driven culture, SweetWater is now growing into a true national leading craft beer brand. Building on innovation, earlier this year, the brand launched a new consumer-focused brewers, including a new crisp lager, Gone Trippin', a West Coast Style IPA, both of which are now available across SweetWater's national footprint. We're also excited to continue our largest music event in the Southeast, SweetWater 420 Fest, which will be held at our flagship brewery in Atlanta this year on April 22nd and April 23rd. Come visit. In addition to growing SweetWater, we're extremely proud to expand our two iconic Southern California brands, Alpine Beer, which just opened a stadium anchoring tap room at Petco Park, and Green Flash.

We vastly expanded distribution of both through our partnerships with Reyes, the largest beer distributor in the U.S. We're confident by their position for ongoing growth. Montauk Brewing Company, which we acquired last year, is the fastest-selling craft beer brand and the number one craft brewer in New York. We were recently able to expand its distribution by approximately 10% in the first four months since our acquisition. It is now available in over 3,500 retail locations across the Northeast, including expanded distribution across New York, New Jersey, entrance into Connecticut and Rhode Island. We are confident that Montauk Brewing has the potential to grow in true national brand, which we'll accomplish by leveraging SweetWater's infrastructure to significantly expand Montauk Brewing, including entry into markets outside of its existing footprint.

Our bourbon spirits brand, Breckenridge Distillery, continues to firmly establish its position as a category leader, winning key influential awards, including Best American Blended Whiskey, Best American Blended Limited Release, Best American Blended Malt, and most recently, World's Best Blended Whiskey in Whisky Magazine's 2023 World Whiskies Awards. Breckenridge Distillery is distributed all 50 states and aligned nationally with RNDC, with a distribution contract guaranteeing nearly 30% sales growth annually. Breckenridge Distillery continues to build momentum for continued strong performance. Turning now to our wellness segment, focusing on Manitoba Harvest branded hemp business. The brand continues to expand in the U.S. and Canada, leading market share positions, including a better than 50% dollar share within branded hemp seed, strong dollar growth in the MULO and natural channels.

In the latest 12 weeks reporting period, it also continues to deliver dollar growth of each of its top eight measured U.S. retailers, including Sprouts, Walmart, Kroger, and its market share in Canada remains at nearly 80%. The drivers of growth include distribution expansion, a strong innovation pipeline, and new pricing actions to offset cost inflation, coupled with an ever-increasing consumer interest in hemp products. Given the key role they can play in plant-based, low-carb and keto diets, which are very popular today. In Q3, Tilray Wellness also introduced a new CBD wellness beverage, Happy Flower, during the dry January via a direct-to-consumer e-commerce platform. Happy Flower offers non-alcoholic cocktails infused with CBD that meets the needs of Gen Z and millennial consumers.

We'll look to officially launch and expand the brand in key markets throughout the remainder of 2023, focusing on states with CBD permissibility and established CBD sales. As announced last week, we're expanding our distribution with Whole Foods Market with the launch of the brand's first regenerated organic certified hemp hearts. We believe our wellness platform continues to be an important part of our US strategy, providing us with deep connection to our consumers and our customers. We look forward to building even a greater scale of our wellness business in the near and long term. Before I turn the call over to our CFO, Carl Merton, I wanna provide some context around the reduction in our net assets reported in Q3, which includes a non-cash $1.1 billion impairment charge resulting from higher interest rates and the decline in our market cap in recent quarters.

This non-cash accounting charge does not at all change our strong conviction in our ability to accelerate our path to positive free cash flow, positions our company for profitable growth across the markets we serve, and delivers on our foremost priority, generating value for our shareholders. The market is challenging right now, but we have the right strategy in place to preserve the strong position we are in across our markets as well as our financial flexibility that we're executing on. With that, I now will turn the call over to Carl to discuss the financials in greater detail. Carl.

Carl Merton (CFO)

Thank you, Irwin. Given the challenging environment affecting the economy as a whole, and our industry in particular, we are staying focused on what we can control, namely improving our operating efficiencies and realizing cost savings within our business model, reevaluating partnerships in markets that no longer meet our criteria, strengthening our balance sheet, and working towards generating positive free cash flow, even if it inhibited generating additional adjusted EBITDA in the near term. For our financial review, we present our results in accordance with U.S. GAAP and in U.S. dollars, and will reference both GAAP and non-GAAP adjusted results throughout our discussion. Our earnings press release contains a reconciliation of our reported results under GAAP to the non-GAAP measures identified during our remarks.

Let's begin with the significant non-cash reduction in our net assets we took during the quarter, a situation that has become very common in the CPG and cannabis industries over the last 12 months. Importantly, the review of our net assets and the calculation of the non-cash reduction was not a function of our belief in our business plan or changes in our view as to the future of our business units. As noted by Irwin, this non-cash accounting charge was almost entirely led by changes in our market cap. To explain further, due to the decline in our market cap between the last day of our fiscal Q2 and the last day of our fiscal Q3, together with the rising interest rate environment, particularly in risk-free interest rates, the accounting test for indicators of impairment was triggered.

The first step in this process required us to update our forecast based on current expectations of the business. This reassessment had a negligible impact on the impairment calculation itself. We then had to reassess the discount rate applied to this forecast due to the sharp increase in risk-free interest rates over the last nine months. This increase in interest rates led to $100 million of the non-cash asset write-down during the quarter. Next, we had to assess the carrying value of our assets, including intangibles and goodwill, against our current market cap. With reduction in our market cap, it led us to record an additional $1.1 billion non-cash reduction in our net assets.

This non-cash reduction was allocated as $55 million to inventory, $54.8 million to the HEXO convertible note, $104 million to capital assets, $38.7 million to other assets, $205 million to intangible assets, and $618.5 million to goodwill. Overall, the allocation resulted in non-cash asset reductions of $15 million in the wellness segment and the remainder of the non-cash reductions in the cannabis segment. The non-cash reduction to inventory was also recorded in contemplation of our acquisition of HEXO to align our inventories to meet the future demands we see in the market.

It is notable here that between the time we first announced the Tilray Aphria transaction in December 2020 and when we closed on the transaction in May 2021, the share price of Aphria rose dramatically due to investor enthusiasm over U.S. federal legalization. This surge in Aphria's share price directly led to an increase of $1.4 billion in the purchase price of Tilray, which itself led to an increase of $1.4 billion of intangible assets, a value that is higher than the non-cash reduction we announced today. We do not believe these non-cash asset reductions are indicative of the significant long-term market opportunity that still exists for the federally legal cannabis market.

We are working hard every day to see that our vision in creating the leading and most diversified cannabis lifestyle and consumer packaged goods company in the world across adult use and medical cannabis, beverage alcohol, and wellness consumer products is achieved. With that, I will discuss our results for the quarter. For the quarter, net revenue increased slightly to $145.6 million from the prior quarter of $144.1 million. On a constant currency basis, net revenue rose to $154.2 million from $151.9 million in the prior year period.

Reported negative gross profit for Q3 was $11.7 million, compared to gross profit of $39.8 million in the year-ago quarter. Included in this quarter's result was a non-cash reduction in inventory related to the previously discussed reduction in non-cash carrying value of our net assets. Adjusted gross profit for Q3 was $44.3 million, up 11% from last year. Adjusted gross margin rose to 30% from 26% in the prior year quarter. This was made possible by our success in implementing numerous cost-saving programs, including offsetting part of our allocated overhead from intentionally reducing cannabis production. From the $30 million cost optimization plan that we first announced in Q4 last year, we achieved $22 million on an annualized run rate basis, of which $12 million represented actual cost savings during Q3.

Net loss was $1.2 billion, compared to a net loss of $61.6 million in the prior quarter and net income of $52.5 million in the year-ago quarter. Net loss for the quarter is tied to our quarterly goodwill impairment review. From an adjusted net loss perspective, our loss was $0.04 per share. Adjusted EBITDA was $14 million, marking our 16th consecutive quarter of adjusted positive EBITDA and a significant increase from Q3 last year of almost 40% despite the decline in revenue. Operating cash flow for the quarter improved to a loss of $18.6 million from a loss of $46.4 million in the prior-year period, a substantial improvement. The decrease in cash used was primarily related to improved operating efficiencies realized through our synergy programs and management of our working capital requirements.

From a free cash flow perspective, we reported a $19.5 million use of free cash flow, primarily as a result of working capital changes. More specifically, during the quarter, we used $0.8 million of cash on CapEx. We used $1.4 million on operating our businesses, and we used $17.3 million on managing working capital. The cash used on operating our businesses of $1.4 million is the lowest level reported since we first brought Aphria and Tilray together and demonstrates the steps we continue to take to remove costs and better balance revenue and costs across all our business units. Cash used in or provided by working capital changes is expected to fluctuate on a quarter-by-quarter basis.

Today, we are also reiterating our guidance with respect to reporting positive free cash flow from our operating segments for fiscal 2023. While we are not currently at positive free cash flow for the year, our fourth quarter is expected to make significant ground in this measure. Turning to our business segments. Gross cannabis revenue comprised CAD 6 million in Canadian medical cannabis revenue, CAD 45.3 million in Canadian adult use revenue, and CAD 9.7 million international cannabis revenue. These were collectively offset by CAD 13.6 million of excise taxes. Excise taxes continue to significantly impact our gross revenue. Tilray paid almost CAD 120 million in the last 12 months to the Canadian government in excise and corporate taxes. This substantial tax burden adds to the challenges facing the cannabis industry today.

More importantly, Tilray is one of the few licensed producers in Canada that pays taxes when due and is not using the Canadian government as a de facto financing arm. Net cannabis revenue was $47.5 million, representing a 14% decline from the year ago period. The variance was mostly related to a reduction in international cannabis revenue and, to a lesser extent, lower wholesale cannabis revenue and Canadian medical cannabis revenue. On a constant currency basis, net cannabis revenue declined by 7% as the decline in the Canadian dollar and euro resulted in a $3.5 million decrease compared to the prior year quarter. Price compression, while slowing, continued to have a marked impact on our results.

For the fiscal year to date, our revenues are down $28 million directly as a result of price compression in Canada of which virtually all also represented a reduction in EBITDA. In the quarter, our Canadian cannabis wholesale team met with a significant number of licensed producers about becoming their B2B outsource partner. Even though the results of those conversations did not lead to wholesale sales this quarter, we have secured multiple outsource partners and continue to work with many more. Adjusted cannabis gross profit increased to $22.2 million from $18 million in the prior year quarter, while the gross margin percentage increased to 47% from 33%. Excluding the HEXO advisory fee revenue, adjusted cannabis gross margin would have been 35%, up slightly from the year ago period.

The margin improvement was related to continued cost optimization, offset by impacts of price compression as well as a decrease in the utilization of our cannabis facilities to manage demand requirements. Distribution revenue, which is derived predominantly through CC Pharma, increased 5% to $65.4 million from $62.5 million in the prior year quarter, despite the strengthening of the US dollar relative to the euro. On a constant currency basis, revenue would have actually increased 12% to $70.1 million for an additional $4.7 million of revenue. Distribution gross profit increased 49% to $7.4 million from $5 million in the prior year quarter, while distribution gross margin increased to 11% from 8%.

These increases were the result of a positive change in product mix and our focus on higher margin sales, including the decision to exit the medical device reprocessing line. Looking ahead, we think we can continue to drive larger business profit margins despite not increasing revenue as we approach full utilization of our facility. Turning to our beverage alcohol segment. We generated $20.6 million in net revenue, which was slightly higher than the prior year quarter of $19.6 million. The delta was primarily due to our acquisition of Montauk in November 2022. We remain bullish on expanding this segment over time as we leverage our increased distribution, regain brand acceptance with Green Flash and Alpine, foster brand acceptance for SweetWater in California, build out an extensive innovation pipeline and of course, potentially pursue other acquisitions.

Adjusted beverage alcohol gross profit was $11 million compared to $11.5 million in the prior year quarter, while adjusted gross margin was 53%, a slight decline from 59% as a result of the Montauk acquisition that was not completed in the prior period comparison and operates at a slightly lower margin than Sweetwater. Also, Sweetwater's operations in Colorado in the current period had a negative impact on the margin as it is still in the start-up phase. Finally, for our wellness segment, revenue decreased 18% to $12 million from $14.7 million in Q3 last year. The decrease in revenue was due to a reduction in customer inventory levels at warehouse locations across North America and a pullback on margin-dilutive non-branded sales that led to top line declines in the quarter versus the prior year.

Adjusted wellness gross profit was $3.7 million, down from $5.4 million in the prior year quarter. Gross margin decreased to 31% from 36% due the impacts of higher input costs of seed ingredients as a result of inflation. The increase in prices during Q2 to combat the inflation impacts resulted in a consistent margin from the immediately preceding quarter. Our cash equivalents, and marketable securities balance as of February 28 was $408.3 million, up $129 million from the $279.2 million in the year ago period.

Given our quarterly and fiscal year performance to date against the backdrop of macroeconomic challenging near-term market conditions, we are lowering our expectation of adjusted EBITDA generation to between $60 million-$66 million, an increase of over 30% from last year. However, as I already indicated, we are still projecting being free cash flow positive across all business segments for the year. To conclude, while the quarter was challenging in many respects, largely due to market interest rates and our market cap, we are committed to ensuring that our cost structure is consistent with our revenue expectations, minimizing CapEx, improving our industry-leading balance sheet, reducing debt, and driving free cash flow.

With that, I will conclude our prepared remarks and open the lines for questions from our covering analysts. Afterwards, we will take a few questions from our shareholders through the Say platform. Operator, what's the first question?

Operator (participant)

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 that 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. One moment please while we pull for questions. Thank you. Our first question is from Vivien Azer with TD Cowen. Please proceed with your question.

Vivien Azer (Managing Director)

Hi, good afternoon. Thank you. I'm sure it's a long queue, so I'll just keep it to one. Irwin, on the HEXO deal, I really want to just focus on why now. You guys have clearly, you know, had the strategic relationship in place. You know, shared cost savings already occurring. I'm really curious, is this more top-line motivated or more cost-cutting motivated? Because on the top line it seems like the market share gap between you and number two, HEXO, shrunk about over 100 basis points sequentially. I'm wondering how much of a factor that plays into the timing versus just the cost-cutting and whether it kind of run its course in consolidation was the next logical step. If you can comment on the why now, I'd appreciate it. Thank you.

Carl Merton (CFO)

Good afternoon Vivian, and thank you. I think Vivian, there's multiple reasons here. Number one, I think the Canadian market has to consolidate. You heard me talk about price compression where we've lost, you know, $28 million in the first nine months, and that comes right off the bottom line, affects our earnings, affects our EBITDA. Secondly is, you know, listen, there's still a big illicit market there. The market, you know, out there is fragmented with over 1,000 LPs. The market has, you know, multiple retail stores. With this gives us close to a 13% share. As we spend time with the Redecan team, or the HEXO team, Redecan, which we think is a great asset, the Masson-Angers facility is a great asset, and we think there's lots of opportunities there. Just think about it.

Irwin Simon (Chairman and CEO)

You know how hard it is for us to achieve, you know, earnings in Canada. With that, putting these three companies together, Aphria, Tilray, and now HEXO, there'll be over $25 million-$30 million of savings over the next couple of years. We think we can really grow the Redecan brand and the flower, the oil business, and their readies. We think there's lots of opportunities. You know, it made sense, and where the stock was, it ultimately made sense for Tilray shareholders.

Vivien Azer (Managing Director)

Okay. Nothing on cost, really?

Irwin Simon (Chairman and CEO)

I think costs, again you know, as I said before, you know, is consolidation is something that has to happen here, and I think is they're moving, you know, some of the growth from Masson-Angers into our Leamington facilities, utilizing the same infrastructure of the sales organization, the marketing organization, the distribution organization, the purchasing organization. Listen Vivien, if we can get $25 million-$30 million of cost savings and each year get an additional $25 million-$30 million in gross margin from this business, and at the end of the day, you know, we think for Tilray shareholders, we paid about $55 million, $56 million for this business.

You think about it, ultimately what Redecan and you think about what other assets have sold for, it's a great deal out there for shareholders, and it's a great deal out there, you know, for future earnings. Listen, the Canadian market has to change. I think today with Tilray taking that leading position out there, and, you know, the biggest winner in Canada today is the Canadian government, where we pay over CAD 120+ million between excise tax and taxes. You know, HEXO pays CAD 35 million. Ultimately, it also will give us some clout in that to go to the Canadian government and say, something has to change here in this marketplace. You know what Vivien, one day, legalization will happen in the U.S.

With the facilities that we have in Leamington, what we now have, you know, in Gatineau, what we have in the Redecan facility in regards to its slims and its flower and its craft growing, we're really set up for, you know, U.S., whether we can NAFTA with free trade and ship into the U.S. We're really set up for our international business. It takes Tilray to the next level, and we're ready for the cannabis business in a big way, whether legalization happens or not in the U.S. or happens in Europe. I think it's a great deal. You know what? The other thing is, not too many times you get to look at a company and spend, you know, the last 9-11 months, you know, being their partner here.

We should be able to integrate this, you know, pretty easy and get all the synergies and savings. I'm really excited about this.

Vivien Azer (Managing Director)

Yeah. No absolutely. The prior relationship certainly helps. Thanks a lot.

Irwin Simon (Chairman and CEO)

It creates a lot of value at the end of the day for both shareholder base. I think that's the important thing here. It also will create a lot of value for consumers out there to expand distribution. It's a win-win deal. Vivien, trust me, and it's not us. There's other consolidation that gotta happen in the Canadian market. You can't have over 1,000 LPs out there and, you know, Canada, the size of the country that it is, just stand alone and hope, you know, the industry changes. As I said, the biggest cannabis company in Canada today is the Canadian government with the excise tax.

Vivien Azer (Managing Director)

Understood. Thank you.

Irwin Simon (Chairman and CEO)

Thank you.

Operator (participant)

Thank you. Our next question is from Andrew Carter with Stifel. Please proceed with your question.

Andrew Carter (VP of Cannabis Research)

Hey, thanks. I want to build on Vivien's question about kind of the why now with HEXO and doing this transaction. I mean bringing Aphria to Tilray together, perhaps it was the time when new entrants were accelerating, but I don't know, correct me if I'm wrong, but you went to the provinces and it wasn't exactly like, I have this brand and this brand. They looked at you and said, "You're one company. We only want this much." Do you see that as a risk here of the provinces looking at you and saying, you know, actually, it could be actually dilutive? Like, okay, there is no one plus one here. There's one entity. We only want so much. Or have dynamics changed in the market?

Irwin Simon (Chairman and CEO)

Andrew, good afternoon and thank you for the question. I think it's, you know, an excellent question. When we looked at it, I think it's very complementary. You know, Redecan has its slims. Redecan has, you know, its craft grow flower out there. Redecan has its oils. You know, HEXO has a strong, you know, platform in the Quebec market out there. It's very complementary to us out there. HEXO does not have really an international business. You know, some of the things I've said, the Redecan facility is an incredible facility out, that's out there, and there's a lot we can do in the midst of moving some of our edibles there, some of our oil business there, moving some of our drinks into, you know, our London facility.

You know, with that, ultimately, to become that low cost producer, you gotta remember in Canada, no matter if there's price compression, the excise tax remains the same. For us to get the profitability you want, you gotta get bigger. With a thousand LPs out there, it's harder to get bigger by just stealing share, or you wait for a lot of them to go out of business. You know, the big thing here is consolidation is key, and I think this really sets us up. It sets us up to talk to the Canadian government in regards to excise tax. It comes back in sort of with the certain provinces.

You know, like I said before to Vivien, you know, we had the ability to be, you know, 49% owner of HEXO, and I think it's no shock to anybody that this has happened now. You know, it's 9 months, and it's the right thing for both companies.

Andrew Carter (VP of Cannabis Research)

Got it. Second question I'd ask, in the write-downs, there was some on the MedMen Superhero venture. Are you looking at that stake differently, or would you seek to kind of to move up your claim with that, you know? Long-term, is that kind of thesis intact, whatever happens with MedMen?

Irwin Simon (Chairman and CEO)

You know, I'm still very bullish on MedMen. I think a lot of great work has been done to clean it up. I think MedMen still has one of the best-known brand names, you know, in the MSO, in the cannabis business in the U.S. You know what it does for us, Andrew? It puts us, you know, upon legalization, we now have a great brand in MedMen, if that was to come to be. You know, we have a great name within Sweetwater if it wanted to go into the cannabis world with infused, you know, drinks and stuff like that. The big thing, you know, with Tilray today, it's really set up in the Canadian market today between Hexo, Tilray and Aphria, you know, to have close to a 13% share.

We're really set up in Europe, in Germany and Portugal, you know, sell in 20 countries today for a medical. If cannabis legalized tomorrow in Germany, we're ready for the recreational, you know, adult use in the German market or any other market. Then in the U.S. with SweetWater, with Montauk Brewery, with Breckenridge, you know, we have a strong business there today in the consumer area where it's very easy for us to do infused drinks. One day, you know, ultimately, is it edibles or, you know, is it, you know, pre-rolls or et cetera. We're set up and ultimately the only thing holding us back is legalization. In the meantime, we have some great markets that we can operate in today, whether it's cannabis, whether it's beer, whether it's spirits, whether it's wellness food, or whether it's our medical cannabis business.

Andrew Carter (VP of Cannabis Research)

Thanks. I'll pass it on.

Irwin Simon (Chairman and CEO)

Thank you.

Operator (participant)

Thank you. Our next question is from Aaron Grey with Alliance Global Partners. Please proceed with your question.

Aaron Grey (Managing Director of Equity Research)

Hi, good evening and thanks for the questions. You've stabilized your market share over at Tilray but HEXO's still been experiencing share losses, some of this intentional because they've been simplifying their SKU count. Just curious in terms of how you look at some of the SKU overlap, and you can talk a lot about, you know, Redecan, but also think about Original Stash. Do you feel like there still might need to be some more simplification of the SKU count as you now are 100%, you know, consolidated entity? How do you think about that going forward? Thank you.

Irwin Simon (Chairman and CEO)

Aaron, hi how are you? I'm gonna answer part of it then I'm gonna turn it over to Blair MacNeil is here with us, our President of our Canadian market. I think. Listen, you know, HEXO has gone through its challenges. I think the team there, you know, under Charlie Bowman and Mark into sales have done a great job in regards to cutting costs. I think that was the big thing. How do we stay alive by cutting costs? It was not the focus on growing some of the brands, growing some of the businesses. There's a lot of legacy stuff out there. I think now it's now time to take HEXO to the next step with its brands, with its products, with its strains and with its abilities. We really have seen that. Blair, you wanna add to that?

Blair MacNeil (President of Tilray Canada)

Thanks, Irwin and thanks for the caller, Aaron. Overall, I would say we mentioned earlier about the complementariness of the categories. HEXO's strength in straight edge pre-roll, their strength in oils, and then some of their strength in flower, especially in mainstream flower with the Redecan brand. The number one thing for us, which I think we bring to the table, is the Tilray market coverage. We have industry-leading coverage. We're gonna be able to up the number of distribution points, up the number of sales calls, and overall up the number of time that the HEXO brands get talked about. We think that's gonna provide an upside, across the board for both of us. It's gonna make conversations with retailers much more valuable for them and us.

I really see a good benefit for HEXO on that front.

Irwin Simon (Chairman and CEO)

Aaron, I think what retailers want to see is a strong Canadian market. They want to see a strong leader that's going to set the path here for growth. They're going to see a strong leader that's gonna want innovation and going to be able to invest in brands, invest in product, invest in innovation, invest in quality and control. You know, Tilray is ready to do that. Like I said, if you come back and look after Tilray, you know, there's a lot of other great companies out there. I think like anything, whether it's the soda industry, whether it's consumer packaged goods industry, there's got to be a leader out there that really can evolve and change the industry.

I think, you know, we have the infrastructure in place and sales, marketing, distribution, grow innovation to really, you know, fold in HEXO, which we did with Tilray. You know, one plus one hopefully is gonna equal five.

Aaron Grey (Managing Director of Equity Research)

Great. Thanks for that color. That's really helpful. A quick one for me. On the $25 million cost synergies, can you provide some detail on how much of that split between COGS and SG&A? Just timing of when you expect that to be realized? Thank you.

Irwin Simon (Chairman and CEO)

The $25 million on synergies is just $25 million. I mean, on top of that, you get that once, and then after that it's the contribution margin that we start to get from the operation of the businesses.

Aaron Grey (Managing Director of Equity Research)

Okay. All right, great. Thanks. Have a good night. Cheers.

Operator (participant)

Thank you. Our next question is from Tamy Chen with BMO Capital Markets. Please proceed with your question.

Tamy Chen (Director and Equity Research Analyst)

Thanks. I just have one question and it's about your footprint in Canada. I'm curious to hear your perspective on, you know, why not consider possibly reducing the square footage, I said permanently, because the Canadian market, as you said, is quite challenged. It's taken a while for some of the competitors to exit the industry. Like you have a pretty sizable footprint, so I'm not sure, you know, how much you're able to backfill essentially via, there's that produce initiative that you're talking about. Irwin, are you able to just elaborate a bit more on how you think about that? I also wonder, you know, being a wholesaler for other LPs, like, aren't you essentially aiding some of your competitors through that initiative? Thanks.

Irwin Simon (Chairman and CEO)

Amy, really good question. You know, between, you know, all our growth facilities today, I mean it's probably 4.5 million-5 million square feet for a Canadian market. That's a lot of growth facilities, okay? With that, you're 100% right. These facilities, I mean, the HEXO facility that was built, you know, was probably a quarter of a billion dollars of an asset that was spent there. It's an incredible asset that has a lot of other value in greenhouses that, you know, there's tremendous demand out there for premium vegetables and fruit and vegetables. Yes, it's not the same margin, but again, we're not growing cannabis and putting it in warehouses, okay? Listen, when I mentioned on my last call, it's amazing how many calls I got from retailers asking me when we're getting into that. Absolutely.

We're not in the wholesale business. The name of our company is Tilray Brands, and we're out there to build brands. We're not out there to be a wholesaler and a grower to cannabis and, you know, enable other cannabis companies to have product. There is a big opportunity with Masson-Angers. It's a state-of-the-art facility, and we're gonna look to do other things than just grow cannabis there.

Tamy Chen (Director and Equity Research Analyst)

Okay. I thought I heard earlier that, in the quarter you had some discussions with other producers.

Irwin Simon (Chairman and CEO)

Yes.

Tamy Chen (Director and Equity Research Analyst)

Is that?

Irwin Simon (Chairman and CEO)

And, uh -

Tamy Chen (Director and Equity Research Analyst)

Is that not referring to cannabis LPs?

Irwin Simon (Chairman and CEO)

Well, we've had, you know, discussions for some other cannabis but that's not gonna be a major part of our business. You know, we have a major canning line in London, Ontario. You know, we'd look to potentially do some canning for, you know, other companies out there. You know, we have the ability to do edibles. That's not, you know, if you come back and look at our business today, our business is to build brands. Our business is to grow products for ourselves, not be that third-party grower out there. I will tell you we'll do some of that but ultimately, that's not, you know, a big part of our business planning going forward.

Tamy Chen (Director and Equity Research Analyst)

Okay. I understand. Thank you.

Irwin Simon (Chairman and CEO)

Thank you.

Operator (participant)

Thank you. Our next question is from Frederico Gomes with ATB Capital Markets. Please proceed with your question.

Frederico Gomes (Director of Institutional Research in Life Sciences)

Hi. Good evening. Thank you for taking my question. I just have one question, maybe just moving away from the HEXO deal. Just on the international side, we've seen some news out of Germany recently that, you know, could mean a delay in terms of full-scale legalization in that country. I'm just curious, you know, what sort of impact you believe that could have in, you know, other countries legalizing cannabis in Europe. Will that, you know, delay that and how does that impact your view of those markets and your international strategy? Thank you.

Irwin Simon (Chairman and CEO)

Frederico, good afternoon. I'm gonna let Denise answer that in a second. The only thing I'll say is this here. I mean, yes, there's a delay, but there's still lots of discussion. You gotta remember, in the marketplace, even though it's medical cannabis, there's a big percentage of those consumers that are getting medical cards or getting prescriptions for recreational, okay? That continues to grow tremendously. Ultimately, I think, you know Germany, there's something will happen. Listen, we're seeing medical cannabis, you know, ultimately will be legal in France. A country like Poland, we're seeing tremendous growth in countries like that. Denise?

Denise Faltischek (Chief Strategy Officer and Head of International)

Yep. Yep. Thank you, Irwin. Just building on Irwin's answer, you are right, there seems like there is a little bit of a delay as Germany works with the EU in order to determine a framework that works both for Germany as well as the rest of the European Union. We've recently heard from Health Minister Lauterbach that they're working on a legislative scheme that would provide legalization as broadly as possible, but really trying to not run afoul of the EU rules. We're waiting to hear what that framework looks like. They were supposed to release something last week. That got a little bit delayed. We're hoping to see something soon. As Irwin mentioned, we're not waiting for adult use legalization in order to really continue to grow and look to expand our business.

We are very well positioned for adult use, depending upon when it happens. I would say when it will happen at some point, because we do have our two EU GMP facilities, one in Germany, one in Portugal. We have our distribution network, and we also have the expertise that we leverage from our Canadian colleagues, who have been living in an adult use federal legalization market for several years now. In the event that the scheme says that only in-country cultivation is allowed in Germany, we are only one of three companies that actually have a facility in Germany today. We're set up depending upon several different ways of the regulations could shake out. As Irwin mentioned, even if we never have adult use, we are very well set up for medical.

We have a brand that is considered to be highly reputable based on the feedback that we receive from healthcare professionals, from government regulators, from patients. We're synonymous with very high quality, sustainable, consistent medical cannabis.

Michael Lavery (Senior Research Analyst)

We will continue to grow that business and look to see how do we continue to succeed without the legalization of adult use.

Irwin Simon (Chairman and CEO)

I think the big thing is today we have facilities both in Portugal and Germany. To go and really build out facilities and to have that catalyst there would take anybody else a long, long time. We have in-infrastructure, we have the distribution with CC Pharma. We have, as Denise said, the brands in place. We have the know-how, we have relationships with the government, it's just a matter of time. In the meantime, the growth today is coming from the medical business, quasi, you know, legal rec business, and that's ultimately what's happening, you know, in that marketplace.

Frederico Gomes (Director of Institutional Research in Life Sciences)

Thank you for that. I'll hand back to you.

Irwin Simon (Chairman and CEO)

Thank you.

Operator (participant)

Thank you. Our next question is from John Zamparo with CIBC. Please proceed with your question.

John Zamparo (Equity Research Analyst of Retail and Consumer Products)

Thanks. Good afternoon. I'll stick to one also since we're past an hour, and it's back to the HEXO deal. I think most of us, or maybe all of us, are of the view there needs to be more consolidation in this sector. At the same time, acquisitions in Canadian cannabis historically haven't really lived up to expectations. Typically, that seems to be because sales fall at acquired brands post post-acquisition. I think about the Aphria-Tilray merger, even with the $100 million-plus of cost synergies, EBITDA is similar to where it was before that merger and the Tilray legacy brands retail sales have declined meaningfully.

I wonder why you expect this deal to be different, and specifically, what can you share that you've learned from the Aphria-Tilray merger that you think can help avoid HEXO's revenues from falling off and help you make the HEXO deal more successful? Thank you.

Irwin Simon (Chairman and CEO)

Every time we do a deal, we learn from it John, and I think that's important. I think going back and looking at, you know, the Tilray-Aphria deal at the time, number one, there was a lot less LPs out there. Secondly, you know, it was during COVID it happened. Purposely, we eliminated a lot of strains. We eliminated, you know, a lot of SKUs out there to go ahead with it. I think, you know, the big thing on Tilray was ultimately its medical business, its European business, its canning business, there was just other attributes that complemented the businesses. With that, we had price compression this year of close to $30 million, price compression last year, and, you know, you didn't have 1,000 LPs. I think it's just different times.

Ultimately, you come back and look at value. I mean, again Tilray shareholders are getting great value here if you compare to what ultimately, you know, Redecan sold to for HEXO at one time, and you come back and look at multiples that have been paid for other deals out there and what we're paying. Tilray shareholders are getting incredible value here. Listen, we have to execute. We have to make sure, you know, we get beyond 13%-14% share. We have to get these synergies and savings. ultimately, it's there for us to go get and do. you know, I have said in previous calls I wanted a 15%-20% share. You're not getting a 15%-20% share without buying someone with so many LPs.

You know, I was talking through it with Carl today, how hard it used to be to get a license. It's so much easier to get a license today in, you know, the Canadian market to produce cannabis. I think that's gonna change. I think ultimately it's going to deter a lot of these smaller, you know, growers out there when you see somebody today with the size of Tilray out there that's well capitalized on a balance sheet, got the brands that it does, got the growth facilities and the processing facilities to be out there. Listen, there's always opportunities out there for craft growers. There's always opportunities out there for small, you know, small growers and small companies. Again, we gotta make it happen. It's just not gonna be handed to us on the silver platter either.

As we go into the different provinces, you know, we gotta make sure we got our strategy and story right, and we gotta make sure consumers want our brands. I gotta tell you, the Redecan brand, great brand. A lot of the HEXO brands are great brands. I think the three of us coming together as one is, you know, a big thing for the Canadian market.

John Zamparo (Equity Research Analyst of Retail and Consumer Products)

Okay. Appreciate the color. I'll pass it on. Thank you.

Irwin Simon (Chairman and CEO)

Thank you.

Operator (participant)

Thank you. Our next question is from Michael Lavery with Piper Sandler. Please proceed with your question.

Michael Lavery (Senior Research Analyst)

Thank you. Good evening. Just wanted to come back to guidance and just maybe make sure you can help us understand. It looks like you would need a really significant step-up in margins in the fourth quarter, and you've got a little bit of momentum there, but it would be far above anything you've done recently. Can you just give us some confidence that that's achievable?

Carl Merton (CFO)

Yeah. Thanks. Thanks, Michael. Great question. I think the first thing, you know, we've had these conversations a couple times with different people. Few things to note. First one is that Q4 is traditionally the largest quarter of the year for the beverage alcohol category, which is really just inside of the beer division, more so than Breckenridge. It's that lead in and the pipeline fill for the summer. You know, we saw that in and everyone will see it in Montauk's revenue.

We did our diligence on Montauk, and we've seen it every year that we've owned SweetWater. We have some expectations for significantly improved EBITDA inside of the beverage alcohol division in Q4. You look at the cannabis division, I think we've got sorry, we have two or three things that are happening at the same time in the quarter. The first one is, as we've continued to reduce costs, a lot of those cost savings have just started to kind of finally hit inside of Q3, you're gonna see the benefit of those in Q4 that further reduction of costs. The second piece is that, you know, Q4 is our best quarter during the year for cultivation.

We see improvements in gross margin every year in Q4 as a direct result of that. I think you've also seen some of the items that are in the press release today in terms of the different pieces that are going on with HEXO, that it will all happen in the fourth quarter. When you combine all of those things together, the improving results we've seen in the distribution business in the last couple quarters as they made those major changes and removed some of their product lines, are really what's driving our belief and the calculation of our revised guidance.

Irwin Simon (Chairman and CEO)

I think some of the biggest thing, you know, Carl said, you know, as we started the cost savings, we're starting to see, you know, those cost savings come into effect. The second thing is price compression. The big price compression, basically the $24 million were in the first 2 months. Now those prices are in place, but you're seeing a lot less price compression that's out there today. Price compression comes right off, you know, EBITDA comes right off the bottom line. With that, we don't expect to see, you know, price compression out there. You know, listen, we're looking at is there an opportunity for price increases out there where we could get it if it made sense. There's a lot in the fourth quarter, a lot of great things happening at SweetWater.

We get a, you know, a full quarter of Montauk and growing the distribution there. You know, we just rolled out our Breckenridge Distillery products through RNDC and getting a full benefit of that. There's a lot of things in place as I talked about. You know, Europe, we had some, you know, bumps in Europe. Europe's really hitting on all cylinders today. I think there's some great things happening in our CC Pharma business. You know, you heard me talk about Poland, you heard us talk about some of the other growth that's happening there. Denise and team have done a great job of taking costs out of Europe. You know, we're looking for $8 million of costs. We got, you know, $3 million-$4 million of it already, we'll see the benefits of that.

There's a lot of, you know, moving pieces, and there's a lot, yes, happening in our fourth quarter.

Michael Lavery (Senior Research Analyst)

Okay, that's helpful. I just wanna follow up on Tamy's question. You said yourself how just what a big number, the 4.5 million-5 million sq ft is, and you mentioned some berries and vegetables you can grow at Hexo's facility. Why not just cut capacity? Are vegetables really so interesting that it's worth hanging on to that much growing space?

Irwin Simon (Chairman and CEO)

Number one, we have some incredible facilities with some incredible value there, okay? Why just, you know, close those facilities when we see demands in the market for categories that really, you know, the market needs it? If we can produce high-end vegetables out there where there's a big market and can sell it to multiple retailers, and why just get rid of these facilities and close them down when a lot of money has been spent on them, and it can put us in unique businesses. You know what? If there's a time that we're gonna need them again for growing cannabis, they're available to us. I think you've seen other cannabis companies out there, you know, sell these assets off for basically nothing. These are assets where a lot of money was spent on them.

There's other, you know, uses to these, and that's what we're gonna look at, other uses for these facilities.

Michael Lavery (Senior Research Analyst)

Okay, thanks.

Irwin Simon (Chairman and CEO)

Thank you.

Operator (participant)

Thank you. Our next question is from Matt Bottomley with Canaccord Genuity. Please proceed with your question.

Yewon Kang (Associate)

Hi, this is Yewon Kang off for Matt Bottomley. Thank you for taking my questions. Just one for me here on the cannabis adjusted gross margins. This line item seems to have increased by 10% sequentially. I was just wondering if you could provide any puts or takes from the quarter on what contributed to the expansion on this margin and how we should think about the cannabis margins going forward, especially with respect to the HEXO acquisition, in terms of how onboarding their business would impact the pro forma margins. Thanks.

Carl Merton (CFO)

Cannabis margin is up from the prior year, like it's up to 47% from 33%. A big reason for that increase is the HEXO advisory fee, right? We've been publishing adjusted cannabis gross profit numbers to help people understand what that difference is. When you adjust out for the advisory fee, that gross margin's actually 35%. It's relatively consistent with the prior year, but it is up.

Yewon Kang (Associate)

Okay. Just second part of my question would just be, you know, how we should be thinking about the margin profile going forward with the HEXO acquisition in terms of how we should expect their operations to have an impact on the pro forma gross margin. Thanks.

Irwin Simon (Chairman and CEO)

On a pro forma basis, we're not anticipating a significant change in the margin profile. As Irwin talked about, you know, we see great opportunities with the Redecan facility, and it's low-cost production that it has particularly matched against the selling prices that they're able to achieve from their products. You know, and we've talked about the fact we're looking to use Masson in a different capacity, and so it would not be included in that number.

John Zamparo (Equity Research Analyst of Retail and Consumer Products)

Okay, thanks.

Operator (participant)

Thank you. That concludes our analyst questions. We will now proceed with questions submitted by stockholders on the Say Technologies platform. Berrin, I will pass it over to you.

Berrin Noorata (Chief Communications and Corporate Affairs Officer)

Thank you, operator. The first question from the SAY Technologies platform is: what are you doing to improve shareholder value?

Irwin Simon (Chairman and CEO)

Number one, I am not happy at all about our stock price, and I don't think it truly reflects what the value is that we're building for our shareholders today. You think about, you know, Tilray, Aphria, now HEXO ultimately, we've been around four years. You think about the assets that we own, the countries that we're in from a global and what we're building out in brands. I think, you know, we're doing everything we can. I have an incredible team that I work with. We have some great brands. We have a really good strategy in place. Not everything has worked out on a timing in regards to legalization, SAFE Banking Act, and there are things that sometimes are out of our control. With that, we are trying to build out with those shareholder value.

As I've said before, we have number one share in Canada. We're the number one cannabis cup in Europe. We have some of the top beers in craft beer in the Southeast in Georgia, and number 10 in the country. We got some great growth going on with Montauk. To be named the world's best whiskey out there is a major accomplishment. Then we have a great wellness brand that when we acquired it, was losing money, and now the team has turned that around. I think there's a lot in place we're doing to really improve our shareholder value. I will tell you, this team is working hard for our shareholders, which we all are.

Berrin Noorata (Chief Communications and Corporate Affairs Officer)

Thank you. The second and last question is: Mr. Irwin, the CEO holds around 108,000 shares of Tilray, and others on the board only hold around 10,000 shares. Why does the CEO and board have such a lack of holding in their own company?

Irwin Simon (Chairman and CEO)

I think somebody got the wrong numbers there. First of all, it's Mr. Simon, not Mr. Irwin. You know, right now, between vested and non-vested shares, I think I hold about 3.6 million shares in stock options. I've never sold a share. Not my intention to sell shares. One of the big things to compensate our employees is part of owning stock and being part of a stock ownership plan. So that is very much what, you know, our plan is. I know there's a lot of why aren't we buying back stock, but I think right now as a growth company, investing our money back into acquisitions, back into the business to get the growth to return to our shareholders. With that, I wanna thank you all for joining us today, Monday, April 10th.

There was a lot of news coming out of here. You know, as I always say, there are some great things that happen, there are some good things, and we recognize the challenges out there, and we recognize the challenges in today's environment. I gotta tell you, I've been doing this for a long time. Absolutely, the cannabis industry is a tough industry but there's no easy industry. We recognize the challenges out there. In the meantime, you know, considering where Aphria was back in 2019 and where Aphria, Tilray, and now HEXO will be is a tremendous accomplishment for us as that low-cost producer, as that company that has the brands, that has the infrastructure in place to sell, market, grow. The industry is changing dramatically. Stepping back and looking at Tilray today, we were out front to diversify.

We knew we couldn't come into the U.S. and touch a plant. We have a very successful CPG business with our beer business, with our bourbon business, and our wellness food businesses. We have a very strong business in Europe with our CC Pharma, which originally we wondered why we own it. Hey, it sells into 13,000 drugstore. It's very much EBITDA positive. It's a good business. With, you know, Europe changing dramatically and challenges in the European market, whether it's Israel, what the team has really done over there is taking costs out and has gone into new markets like Poland, Czech Republic, and really have expanded its distribution. Europe will legalize one day, or there'll be more countries that will sell cannabis ultimately that gets converted to the recreational market.

With that, you know, I'm excited about the opportunities that we have in front of us, the businesses that we have in front of us, the diversified businesses. We have a strong balance sheet with over $400+ million of cash. As Carl talked about, we expect to be free cash flow positive this year. Trust me, we've been out in front of ensuring that we're cutting costs. You don't hear me announcing today that we're doing all these layoffs and cutbacks because we've been focused on cost containment throughout the last couple of years within the Tilray businesses. You know, we want to reward our shareholders. Our shareholders are the key, and I wanna thank you for the support, you know, as we went out there to get more shares. I wanna thank you for sticking with us.

I wanna thank you for being there. You know, when the stock goes down, it's not fun, but I know as shareholders. You know, every day we wake up, we want to reward our shareholders and hopefully you'll see that one day. To our consumers that buy our products, I can rest assure you, whether it's our beer, our bourbon, our food, or our cannabis, quality, quality. That's built around our brands to ensure that we're putting good, safe products out there for the consumer to enjoy. That's something that's the utmost importance within Tilray. As I said, we're four years old, we've done a lot, and we are, you know, a brand that's well-known. We are businesses with well-known brands, there's a lot more to come. You know, with HEXO, I am really excited about the opportunities with HEXO.

Got to know the team, you know, over the last nine months, got to work with them. We got to see the inner workings of HEXO. I wanna welcome all the HEXO employees to Tilray once this deal closes. I gotta tell you, it's gonna be exciting as HEXO, Tilray and Aphria come together. A lot of work went into this, and a lot of work went in to make it happen. First, I wanna thank my fellow Tilray employees that worked around the clock, whether it's Easter, Passover weekend or whenever, to make sure this deal happened and happened right, and the diligence and everything that goes into it. I wanna thank our board of directors for all their support to ensure that we were doing the right things, ask the right questions, go through the right governance.

I wanna thank the HEXO board that spent endless hours to ensure the HEXO shareholders were rewarded. Mark and to sales, the Chairman, thank you. You know, I sound like I'm at the Globes thanking people. Charlie Bowman, their CEO, and many, many other HEXO employees that made sure this happened. With that, hopefully the next time I talk to you, the HEXO deal has closed and we move forward. With that, hopefully everybody has a great evening, had a great Easter vacation and look forward to speaking to you soon. Again, thank you very much for your support. Good night.

Operator (participant)

This concludes today's teleconference. You may disconnect your lines at this time. Thank you for your participation.