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DATE

Thursday, Oct. 8, 2026

CALL PARTICIPANTS

• Chief Corporate Affairs Officer - Berrin Noorata
• Chairman and Chief Executive Officer - Irwin Simon
• Chief Financial Officer - Carl Merton

TAKEAWAYS

• Net revenue -- $257.1 million, representing a 23% increase year over year driven by the BrewDog acquisition and international cannabis growth.
• Gross profit -- $77.5 million, growing 35% compared with the first quarter of the prior year.
• Consolidated gross margin -- 30%, expanding 300 basis points from 27% in the previous year.
• Beverage segment revenue -- $101.5 million, an 82% increase driven by the $55.9 million contribution from the BrewDog acquisition.
• Beverage gross margin -- 41%, improving from 38% reflecting the integration of BrewDog and higher-margin craft brands.
• International cannabis revenue -- $16.2 million, reflecting 21% growth led by medical demand in Germany and the United Kingdom.
• Cannabis segment gross margin -- 39%, expanding from 36% despite $8.8 million in international price compression.
• Distribution revenue -- $84.3 million, representing a 14% increase through CC Pharma in Germany.
• Wellness revenue -- $15.3 million, remaining stable despite organic hemp seed supply constraints affecting certain e-commerce channels.
• Adjusted EBITDA -- $9.2 million, compared to $10.2 million last year, impacted by $1.7 million in fuel surcharges and international price compression.
• Net loss -- $40 million, primarily driven by noncash and nonrecurring charges during the quarter.
• Adjusted net loss -- $3 million, which management indicated included $5 million of net cash interest expense.
• Cash and marketable securities -- $221.4 million at quarter end, providing liquidity for integration and strategic growth opportunities.
• Total debt reduction -- $42 million fiscal year-to-date, including $24 million retired during the quarter and $12 million after the quarter ended.
• Fiscal 2027 adjusted EBITDA guidance -- Reaffirmed at $68 million to $75 million, with results expected to be more weighted toward the second half of the year.
• International medical cannabis flower volumes -- Grew 110% and oil volumes grew 150% year over year.
• Portugal facility operating and cultivation costs -- Reduced by 40% through improved strains and processes, with an expected capacity of 40 metric tons of flower for fiscal year 2027.
• U.S. beer market presence -- Includes approximately 28,000 on-premise accounts and 40 hospitality venues globally.
• Canadian THC beverage market share -- Over 40%, making the company the largest producer of cannabis beverages in Canada.
• Canadian excise taxes -- Totaled over CAD 100 million, representing a significant portion of production costs.
• Carlsberg partnership -- Expected to begin Jan. 1, 2027, involving the production, marketing, and distribution of premium brands such as 1664 and Kronenbourg.

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RISKS

• Merton stated, "Results were impacted by $8.8 million of international cannabis price compression, as well as fuel surcharges associated with the broader geopolitical landscape," identifying these as discrete external cost headwinds.
• Simon noted that delays in U.S. cannabis rescheduling have impacted investor sentiment and stated the market too often evaluates the company as a pure-play U.S. cannabis operator.

SUMMARY

Tilray Brands, Inc. (TLRY -3.34%) reported record revenue for its first fiscal quarter, driven by the expansion of its diversified global consumer packaged goods platform across cannabis, beverage, wellness, and pharmaceutical distribution segments. Management reported that the company is no longer dependent on a single market or regulatory event, emphasizing its international infrastructure and scaled beverage operations. The company successfully integrated BrewDog, which reached profitability during the quarter, and secured a multiyear partnership with Carlsberg Group to produce and distribute premium European beer brands in the United States beginning Jan. 1, 2027. Operations were supported by significant cost reductions at European cultivation facilities and ongoing debt retirement to strengthen the balance sheet despite headwinds from international price compression and geopolitical fuel surcharges.

• Chairman and CEO Irwin Simon stated, "Tilray is not a single category company, and we're not dependent upon one market, one regulatory catalyst or one product cycle."
• The company announced a multiyear partnership with Carlsberg Group, which management stated validates Tilray's brewing capabilities and commercial reach to scale international brands in the United States.
• Management reported that Portugal is now among the lowest-cost cannabis producers in Europe following a 40% reduction in operating costs, with capacity reaching 40 metric tons of flower.
• Chief Financial Officer Carl Merton stated, "Cannabis gross margin increased approximately 300 basis points year-over-year to 39% from 36%," citing operating efficiencies and improved product mix.
• The company reported regional growth in U.S. beer brands, noting that Tilray is now the second-largest craft vendor in Georgia and the West, and the fourth-largest in New York State.
• Management noted that the Canadian adult-use market was affected by planned strain rotations and the redirection of approximately one metric ton of inventory to higher-return international markets.

INDUSTRY GLOSSARY

• EU-GMP: European Union Good Manufacturing Practice, a high standard for manufacturing quality required for medical cannabis exports to Europe.
• CC Pharma: A pharmaceutical distribution company owned by Tilray that provides access to over 16,000 pharmacies in Germany.
• Lyphe: A medical cannabis clinic and patient access platform in the United Kingdom integrated into Tilray's distribution network.
• Adjusted EBITDA: A non-GAAP financial measure used to assess operating performance by excluding interest, taxes, depreciation, and other non-recurring costs.
• Excise Tax: A legislated tax on certain products, such as cannabis and alcohol, which management noted currently impacts Canadian profitability.

Full Conference Call Transcript

Operator: Thank you for joining today's conference call to discuss Tilray Brands' Financial Results for the First Quarter 2027, ended August 31, 2026. [Operator Instructions] I'll now turn the call over to Ms. Berrin Noorata, Tilray Brands' Chief Corporate Affairs Officer. Thank you. You may now begin.

Berrin Noorata: Thank you, operator, and good morning, everyone. By now, you 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 OSC. Please note that during today's call, we will be referring to various non-GAAP financial measures that 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.

In addition, 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 those forward-looking statements. The text in our earnings press release includes many of the risks and uncertainties associated with such forward-looking statements.

Today, we will be hearing from key members of our senior leadership team, beginning with Irwin Simon, Chairman and Chief Executive Officer, who will provide opening remarks and commentary, followed by Carl Merton, Chief Financial Officer, who will review our financial results for the first quarter of 2027. And now I'd like to turn the call over to the Tilray Brands' Chairman and CEO, Irwin Simon.

Irwin Simon: Thank you, Berrin, and good morning, everyone. Before I discuss the quarter, I want to frame how investors should think about Tilray Brands today. We're building a larger, more diversified global business with multiple engines of growth, category leadership across cannabis, beverage, wellness and pharmaceutical distribution and a clear focus on converting that platform into stronger margins, cash generations and long-term shareholder value. Tilray is not a single category company, and we're not dependent upon one market, one regulatory catalyst or one product cycle. That matters for shareholders because diversification gives us more ways to grow, more ways to manage risk and more opportunities to create value as consumer cannabis, beverage, wellness and pharmaceutical distribution markets evolve around the world.

We have grown Tilray from a $50 million company 7 years ago to a pro forma $1.2 billion global business today, reflecting our ability to identify opportunities, acquire strategically, integrate assets and build platforms with greater reach. We are not done. We will continue to grow Tilray organically and through focused M&A using our infrastructure, operating capabilities and brand-building expertise to create more value from the assets that we acquire. Today, Tilray operates from a position of global scale and category leadership that few companies in our categories can replicate. We believe we're the world's largest cannabis grower with more than 6 million square feet of cultivation capacity and a leading low-cost production base.

We are a market leader in the largest federally legal cannabis markets, including Canada and across Europe. We're the #1 craft beer supplier in the U.K. and the fourth largest total beer category supplier in the U.K. grocery market, the fourth largest craft brewer in the United States and a global leader in hemp foods, beverage and wellness. Overall, we operate nearly 40 hospitality venues, including pubs, bars and hotels that showcase our beers and beverages, deepen consumer engagement and give Tilray a differentiation platform to bring our brands to life in markets around the world.

In the U.S., consumers can find a Tilray product in almost every major supermarket, and our beer is now available on tap in approximately 28,000 on-premise accounts. Go try one. This scale matters because it gives Tilray the infrastructure and commercial network to buy attractive assets, integrate them effectively, improve them how they run and expand their distribution and make them stronger and more profitable businesses. With BrewDog, Tilray did more than acquire a beer company. We acquired one of the world's most recognized craft beer brands, a passionate global consumer community, a scaled hospitality footprint and a powerful platform for international beverage growth. For shareholders, BrewDog is a clear example of our acquisition strategy in action.

We can buy a valuable brand, stabilize the business, return it to profitability, reinvest behind growth and use Tilray's global platform to expand its reach globally. Investors should also understand the cadence of our business. Not every quarter will look the same because parts of our portfolio are seasonal, and our fiscal year is more heavily weighted to the second half across beverage, cannabis and distribution. What matters is where we are going. Tilray is becoming larger and more diversified and more globally recognized with multiple levers to drive growth, expand margins and to improve profitability over time. In the U.S., we continue to believe cannabis reform will create significant opportunities over time.

And when it does, Tilray is prepared to act from a position of strength. But our strategy is not dependent upon 1 regulatory event. Delays in rescheduling have impacted sentiment towards cannabis stocks, including ours, and we believe the market too often evaluates Tilray as if we are just a pure-play U.S. cannabis operator, but we are not. Tilray is a global, diversified business with established positions in cannabis, beverage, wellness and pharmaceutical distribution, and we will continue to grow with or without a single regulatory outcome. In Q1, we delivered record revenue of $257 million, up 23% year-over-year and a record first quarter gross profit.

We also expanded gross margin year-over-year, demonstrating that Tilray is not only getting larger, but also building a stronger financial profile. That progress reinforces our confidence as we move into the seasonality stronger second half of our fiscal year, and we're maintaining our adjusted EBITDA guidance for the year. Turning to international. This is 1 of Tilray's most important growth engine and 1 of the clearest examples of why our global platform matters. In Q1, EMEA revenues, including medical cannabis, beverage and pharmaceutical distribution combined increased over 70%, reflecting momentum across our markets where Tilray already has infrastructure, regulatory expertise and commercial reach.

International cannabis revenue grew 21% year-over-year, while EU-GMP medical cannabis shipments accelerated with flower volumes up 110%, oil volumes up 150% year-over-year. This is where Tilray is built to lead. Regulated markets where demand is growing, standards are high, operating expertise matters, including scale, low cost and quality. The leadership is backed by vertically integrated global cannabis supply chain that gives Tilray control across cultivation, production, distribution and patient access. Approximately 90% of our international cannabis supply comes from our Portugal facility, which anchors our European cannabis operations and is 1 of the most strategically assets in our global network.

Together with low-cost production in Canada, EU-GMP capabilities in Portugal and Germany, pharmaceutical distribution through CC Pharma, direct patient access through Lyphe in the U.K. and a proprietary genetics bank, Tilray has built an end-to-end cannabis operating model designed to compete and win across regulated medical markets. Our strategy is to leverage the global scale, regulatory expertise and patient access model to capture growing demand, improve product mix and drive greater profitability as these markets scale. Europe has become 1 of Tilray's most important growth markets with opportunities across Germany, Poland, the U.K. and Italy, and our international opportunities extend beyond Europe.

We are also expanding in Australia and New Zealand, creating additional pathways to scale our medical cannabis business and capture growing patient demand. In the U.K., Lyphe gives Tilray a powerful strategic advantage, direct access to patients. We are focused on improving and shortening the patient journey, doubling Lyphe's patient base and scaling Tilray medical products through an integrated pharmaceutical distribution network. Across Europe, we continue to strengthen the economics and performance of our medical cannabis operation. In Portugal, we reduced our operating and cultivation costs by approximately 40%, while improving strains, process and potency.

We believe Portugal is now among the lowest cost cannabis producers in Europe, and we expect this facility to deliver more than 40 metric tons of flower at full capacity in our fiscal year 2027. In Germany, Aphria RX is operating at 100% capacity. Portugal and Germany, combined with our low-cost production position in Canada gives Tilray 1 of the strongest global cannabis operating models in the industry. With the scale we have, the cost structure, quality standards and operating discipline to compete and win across regulated medical cannabis markets. And importantly, our advantage extends well beyond cultivation.

CC Pharma provides Tilray with pharmaceutical distribution, infrastructure, commercial relationships and market access in 1 of Europe's most important regulated medical markets with distribution to over 16,000 pharmacies. CC Pharma is more than a growing distribution business. It is a strategic connector across pharmaceutical distribution, medical cannabis and patient access in Europe, strengthening our competitive position and creating additional avenues for profitable growth. In Canada, Tilray is built to gain share, strengthen profitability through scale, low-cost cultivation, low-cost processing operation and focused commercial management. Our scaled cultivation operation gives us a meaningful advantage, particularly as we come out of the summer transition to new cultivars.

These strains are improving yields, lowering costs and giving consumer the potency and terpene profiles they expect. Even with inflation in cannabis input costs, we have continued to reduce cost per gram and improve our margins. We're harvesting these cultivars now across our network, and we expect to see a larger impact late in Q2 and beyond. The cost leadership, together with our brand portfolio and sharper market focus, gives us a clear path to gain share in Canada while protecting profitability. It also positions us as well as the market evolves beyond traditional cannabis formats into new consumer occasions. Cannabis beverages are 1 of the most exciting and compelling examples of that opportunity.

Today, Tilray pays over CAD 100 million in excise tax and the legal cannabis industry has become an increasingly important contributor to the government revenue across Canada. And as governments look for responsible ways to expand that revenue base while strengthening the regulated market, cannabis beverage represents a clear opportunity for that. Tilray is the largest producer of THC beverages in Canada with over a 40% market share. And a broader access through bars, restaurants and other regulated outlets would be a meaningful win for consumer, governments, hospitality operators, and of course, the legal cannabis industry.

It would give consumers a safe, regulated environment to try THC cannabis beverages, help drive traffic to hospitality venues and create a stronger and more accessible legal cannabis market. In beverages, BrewDog gives Tilray more than a global brand. It gives us a passionate consumer following, a scaled hospitality footprint and significant runway to expand across beer, spirits, nonalcoholic beverages and ready-to-drink formats. We see BrewDog as a major growth engine for Tilray, a brand with global reach, cultural relevance and the potential to help reshape our beverage alcohol business over time. Beverage revenue increased 82% year-over-year to $101.5 million in Q1, largely driven by BrewDog.

BrewDog also contributed to sequential growth in the beverage segment, reinforcing the early impact of the acquisition and the momentum we're building. Importantly, BrewDog became profitable in Q1. Since taking ownership, we have stabilized operations, invested behind the brand, returned BrewDog to profitability and began unlocking new growth. We recently launched BrewDog's first major campaign under new ownership, followed by the U.K.-wide Choose Craft campaign, which celebrates the quality, flavor and character that makes craft beer worth choosing. The early response has been strong since the Under New Ownership campaign launch and Choose Craft began rolling out Punk IPA sales across BrewDog's top 6 off-trade retailers, up 187% over the last 2 weeks compared with the same period last year.

At the same time, BrewDog has also secured over 9,000 new distribution points with the launch of its latest craft beer innovation. BrewDog has also launched 8 new on-trade partnerships across live entertainment, sports, pubs and hotel. This is exactly the kind of momentum we expected when we acquired BrewDog, a globally recognized consumer brand that Tilray can stabilize, reinvest behind and scale across markets, channels and different occasions. We see a major opportunity to make BrewDog an even larger part of Tilray's international growth story. Our strategy is to grow BrewDog globally through a combination of expanded distribution, local market partnerships and a franchise system of BrewDog pubs, bars around the world.

As Tilray expands across global medical cannabis markets, we're also building relationships, infrastructure and market knowledge that can support the broader international growth of our beverage businesses. Through strategic partnerships, we plan to expand BrewDog's operations and build bars across key markets where Tilray already has a presence or see attractive long-term opportunities, including India, Poland, France, Israel and the Middle East. This is how we can use Tilray's global reach to take BrewDog into more markets, create new consumer touch points and strengthen the international growth profile of our beverage business. Long term, we see room for top line synergies between beverage and cannabis globally.

We're already using BrewDog's reach to expand the beverage portfolio globally, including the launch of over 20 Tilray-owned American craft beers and functional beverages across the U.K. BrewDog also delivered strong brand proof points at the 2026 World Beer Awards with Hazy Jane, Wingman and Mackie's Two Scoops earning Gold and Scotland Country Winner honors. Looking ahead, our focus is clear: continue integrating BrewDog, strengthening the business and investing behind its global brand, hospitality platform and consumer experience.

With BrewDog, we're not just building a stronger beer business, we're building a broader global consumer experience rooted in great beer, powered by new innovation, connect with today's dynamic consumers across craft beer, nonalcoholic beverages, ready-to-drink formats, food, digital engagement and live experience. This is how we take BrewDog beyond beer, deepen our connection with consumers around the world and build 1 of the most dynamic global beverage and hospitality platforms in the industry. Across Tilray, we're managing the business with purpose, allocating capital to the opportunities where we see the greatest potential to improve performance, expand margins and continue to grow profitability. Cost controls and capital allocation remain central to how we operate.

We have streamlined our operating structure, captured acquisition efficiencies, optimized production and procurement and maintained focus around corporate costs. These actions are creating greater operating flexibility and allowing us to invest behind the business in the markets where we see the strongest potential returns. Our Q1 result demonstrates that progress, revenue growth, record first quarter gross profit, gross margin expansion and continued cost savings. We are building momentum. We are focused on converting that progress into stronger performance across the portfolio. In beverages, we improved gross margin sequentially and year-over-year despite normal beer seasonality, higher input costs and, of course, fuel surcharges, a clear sign that BrewDog integration, cost disciplines and operating efficiencies are beginning to translate into stronger performance.

That progress is important because it shows we're improving the financial profile of the Beverage segment and creating additional margin upside over time. In U.S. beer, we're building a stronger, more competitive business. The category is dynamic. Distributor consolidation is reshaping the route to market, and Tilray has the reach, focus and brand portfolio to gain share in the markets where we can win. We're simplifying the business, taking cost out, continuing SKU rationalization and putting a sharper focus around the channels, retailers and distributors that can drive profitable growth for us.

Our spirit business, also important part of the broader U.S. beverage strategy, giving us another platform to reach consumers around many occasions, expand higher-margin innovation and deepen our relationship with distributors, retailers and on-premise partners. This work takes time, but the opportunity is meaningful, sharpen the portfolio, improve commercial performance and convert Tilray's U.S. beverage footprint into a stronger and a more profitable growth over time. We're beginning to see clear proof points that our U.S. beer turnaround strategy is gaining traction.

According to Circana data for the 14 weeks ended August 30, Tilray is now the #2 craft vendor in Georgia and the West, #4 in New York State and SweetWater is the third-largest craft brand in Georgia, representing 12% of craft beer sales in that market. We're also seeing meaningful brand level momentum with Montauk Juicy IPA up 25%, SweetWater High Light up 38% and the Terrapin brand family delivering a 21-point swing and growing 7.5% fiscal year-to-date and Breckenridge Juice Drop up 22% in their respective priority markets. Just as important, our portfolio and packaging decisions are working.

Our 4-pack 16-ounce strategy drove 28% growth on the West Coast and key innovation, particularly Popsicle, Pub Light and High Voltage added more than 100,000 cases in Q1. These moves sharpen our focus, give distributors and retailers stronger reason to support our brands and position Tilray to gain share in the market where we can win. As we strengthen our core U.S. beer business, we're also positioning it for the next phase of growth through strategic partnerships that expand our scale, capabilities and commercial reach. Our exclusive multiyear partnership with Carlsberg Group reinforces the U.S. beer business we are building.

Carlsberg is 1 of the world's premier brewing organization and is widely recognized as 1 of the largest global brewers with a business over 30x the size of Tilray's beverage operation. The fact that a brewer of Carlsberg's scale, global sophistication, partner with Tilray as its U.S. brewing and commercial partner matters. It validates that our brewing capabilities, our quality standards, our commercial reach and our ability to scale international brands in the U.S. matters. Beginning January 1, 2027, Tilray will produce, market and sell and distribute Carlsberg, Carlsberg Elephant, 1664, and Kronenbourg 1664 Blanc across all channels in the United States.

We expect this partnership to deliver immediate scale, revenue contribution when it begins, add global recognized premium European beer brands to our portfolio and deepen our relationship across the distributor and retail network. Just as important, we expect the partnership to strengthen and evolve over time as we combine Carlsberg iconic brands, brewing heritage and global category expertise with Tilray's national go-to-market capabilities. Taking together, BrewDog and Carlsberg gives us 2 powerful levers to build a stronger, more diversified and more profitable beverage business over time. In wellness, Manitoba Harvest remains another strong Tilray brand with room to grow beyond its core hemp platform.

We're expanding Manitoba Harvest into adjacent brands, plant-based products and new wellness occasions using the brand's leadership in hemp foods to build a broader health and wellness portfolio that can reach more consumers across grocery, natural and of course, e-commerce channels. Across Tilray Brands, we're building something few companies in our categories can replicate, a diversified global business with powerful brands, international infrastructure and operating capabilities across cannabis, beverage, wellness and pharmaceutical distribution. The next phase is clear: improve productivity, expand margins, generate cash and convert our platform into stronger earnings power. This is why even with industry headwinds, timing dynamics in the U.S. beer and planned integration growth investments, we are reaffirming our 2027 adjusted EBITDA guidance.

We remain confident in our ability to deliver through the balance of the year because the underlying direction of our businesses is strong, better operating performance, stronger cost controls and growing contributions from BrewDog and international cannabis and multiple levers to expand our profitability. Our growth plan is anchored in opportunities we can control today, expanding global medical cannabis in the markets where we already operate, leveraging our low-cost cultivation and international supply chain, scaling craft beverages, growing wellness and pharmaceutical distribution and maintaining the disciplined capital allocation. At the same time, we continue to preserve meaningful upside from future cannabis reform globally, including the U.S. Lastly, we know profitability matters and how important it is to our shareholders.

We are laser-focused on improving earnings, generating cash flow, driving shareholder value. But it's also important to recognize what we have accomplished today. We have approximately $221 million of cash on our balance sheet. We have settled more than $42 million of debt fiscal year-to-date. We continue to actively evaluate opportunities to further strengthen our capital structure and reduce interest expense. This quarter, we report a net loss of $40 million. Excluding noncash, nonrecurring items, our adjusted net loss was approximately $3 million, including roughly $5 million of net cash interest expense. Simply put it, we continue to reduce the interest burden, earnings power of this business becomes increasingly visible.

We know exactly what we need to do, improve performance, expand margins, generate cash, grow sales and convert Tilray Brand assets and operating capabilities into stronger earnings and sustain value creation. With that, I'll turn the call over to Carl to walk you through the quarter in more detail. Carl, let's go.

Carl Merton: Thank you, Irwin. Before I begin, please note that we present our financials in accordance with U.S. GAAP and in U.S. dollars. Throughout our discussion, we will be referring to both GAAP and non-GAAP adjusted results, and we encourage you to review the reconciliation contained within the earnings press release of our reported results under GAAP with the corresponding non-GAAP measures. Turning to our Q1 results. Tilray delivered record first quarter revenue and record first quarter gross profit, with net revenue increasing 23% year-over-year to $257.1 million, compared to $209.5 million in the prior year quarter. Growth was driven by the addition of BrewDog, continued strength in international cannabis and solid performance from our distribution business.

Gross profit increased 35% to $77.5 million and consolidated gross margin increased approximately 300 basis points to 30%. These results reflect the same principles Irwin outlined, expanding gross margin, improving the quality of revenue and positioning the business for sustainable, profitable growth, all of which we are doing. Beginning with international cannabis, which remains 1 of our most important growth engines, revenue increased 21% year-over-year to $16.2 million, driven by higher patient demand in Germany and contributions from Lyphe in the U.K. Total cannabis net revenue was $56.1 million, compared to $64.5 million in the prior year quarter, reflecting our disciplined decision to prioritize profitable growth and higher return international opportunities.

Cannabis gross margin increased approximately 300 basis points year-over-year to 39% from 36%. Cannabis gross profit was $22 million in the quarter, compared to $23.3 million in the prior year quarter as stronger margin performance helped offset approximately $8.8 million of price compression in international markets. The margin improvement was driven by operating efficiencies, a stronger product mix in Canada, and importantly, increased utilization of our Portugal facility, which lowered unit costs as production volume scaled. In Canada, we continued to prioritize profitable growth over volume amid competitive market conditions.

Adult-use cannabis revenue was affected by planned strain rotations, temporary supply constraints and our decision to redirect approximately 1 metric ton of inventory, representing $1.1 million of potential Canadian revenue to higher return international markets. This is consistent with our broader strategy to use Tilray's global platform, low-cost cultivation and processing basis and EU-GMP capabilities to allocate product where it can generate the strongest returns. Turning to beverage, where Irwin spoke about BrewDog as a global brand and scaled platform, segment net revenue increased to $101.5 million, compared to $55.7 million in the prior year period. The increase included $55.9 million of incremental revenue from BrewDog, which meaningfully expands the scale, international reach and margin profile of our beverage platform.

The acquisition transformed our beverage business from a primarily U.S.-focused operation into an international craft beverage platform, adding brands, distribution capabilities and consumer reach across multiple markets. BrewDog also strengthened the segment's profitability profile as beverage gross margin expanded by approximately 300 basis points to 41%. Our legacy U.S. craft beverage business continues to operate in a challenging market. We are taking decisive action to streamline operations, improve brewery utilization and focus investment where consumer demand is strongest.

Consistent with Irwin's comments on the strategic role of our European infrastructure, our CC Pharma distribution business continued to perform well, exceeding expectations as net revenue increased 14% to $84.3 million, compared to $74 million in the prior year quarter, supported by competitive pricing and product mix. Distribution gross margin remained consistent at 11%. However, excluding a $1.3 million prior year classification difference, improved year-over-year due to favorable product mix, higher average selling prices and cost reduction initiatives. Distribution remains an important strategic asset, supporting both profitability and our broader European medical cannabis infrastructure. Within wellness, performance was relatively stable with revenues of $15.3 million.

Innovation and new product offerings continued to gain traction, although temporary constraints in the supply of organic hemp seed affected certain e-commerce channels during the quarter. We remain encouraged by the portfolio and the opportunities ahead, particularly as we continue to focus investment behind categories where Tilray can build durable consumer platforms. Moving to profitability, we reported a net loss of $40 million compared with net income of $1.5 million in the prior year quarter. Excluding noncash and nonrecurring items, adjusted net loss was $3 million, of which $5 million related to net cash interest expense. Without the cash interest, which we are actively working to eliminate, we would have made $2 million of adjusted net income.

The year-over-year change primarily reflected higher costs associated with investing back in our business, including higher marketing costs to drive growth and headwinds from fuel surcharges. Adjusted EBITDA for the quarter was $9.2 million, compared with $10.2 million in the prior year quarter. Results were impacted by $8.8 million of international cannabis price compression, as well as fuel surcharges associated with the broader geopolitical landscape. These fuel-related costs increased by $1.7 million compared with the prior year quarter, representing a discrete external cost headwind to adjusted EBITDA.

Excluding these impacts, the underlying business continued to benefit from improved utilization, acquisition integration and disciplined cost management, and we expect those initiatives to strengthen performance as we progress towards our fiscal 2027 guidance. Turning to cash flow and the balance sheet. We ended the quarter with approximately $221 million in cash, restricted cash and marketable securities. During the quarter, we raised a modest amount of capital through our ATM program, leaving $70 million available and continued to reduce debt through additional note exchanges. We retired $24 million of principal during the quarter and a further $12 million after quarter end, leaving $52 million of principal outstanding.

As we move toward the June 2027 maturity, our capital allocation priorities remain unchanged. Strengthening the balance sheet, reducing future obligations and investing selectively where return support sustainable, profitable growth. From a capital allocation perspective, last quarter, our focus centered on the approximately $50 million purchase price for BrewDog and an additional $50 million of short-term funding while cash collections followed 90-day payment terms. With that initial collection cycle now behind us, we expect ongoing funding requirements to be materially lower and largely limited to capital expenditures. Importantly, BrewDog required no cash injections during the quarter and was self-financing.

Looking ahead, our focus remains on the operational levers that drive stronger profitability and cash generation, expanding cannabis margins through international scale and cultivation efficiencies, realizing BrewDog integration benefits, optimizing our beverage manufacturing footprint, preparing for the transition of Carlsberg production and sales control in the U.S., improving working capital efficiency and continuing to strengthen the balance sheet. Market conditions remain mixed across several categories, but our priorities are clear. We are focused on disciplined execution, profitable growth and building a stronger global platform that can create long-term shareholder value.

Based on our current outlook, the strength of our diversified platform and the actions underway across the business, we are reaffirming our fiscal 2027 adjusted EBITDA guidance of $68 million to $75 million. Operator, we can now open the call for Q&A.

Operator: We'll now be conducting a question-and-answer session. [Operator Instructions] And the first question today is from the line of Aaron Grey with Alliance Global.

Aaron Grey: First question for me is just on the international cannabis dynamics. I know you mentioned some of the pricing pressure. Just as we think about the broader competitive environment with 2 of the largest players potentially combining, how are you thinking about the international landscape and how you're best positioned to ensure that you have durable sales growth?

Irwin Simon: Thank you, Aaron, and good question. Number 1, I think the most important thing is that we have the grow. And with the facility that we have in Cantanhede and what we have in Germany. So we have tremendous amount of grow for either flower or oil. The second thing is, listen, we've been in the marketplace internationally now for 7 years. So we have infrastructure of people. We have relationships with doctors. We have expanded in other countries. So again, it's just getting out there and selling our products.

And 1 of the other things that we have different than a lot of other companies, we have something called CC Pharma, which is a pharmaceutical distribution business that goes direct to drugstores. So I really, really feel good about our international business. And it's not that we have to go out there and look for grow to sell. We have plenty of grow if we don't have enough grow, we have Canada to be able to serve those. So we have product, we have oil, we have flower. We have infrastructure. We have great relationships out there. We have CC Pharma that sells into 16,000 drugstores. So I'm not concerned about the potential combination that could happen out there.

Aaron Grey: Okay. Great. Appreciate that, Irwin. Second question for me, just on the alcohol side, specifically on the gross margin. Just given some of the dynamics you talked about with distribution consolidation and broader structural challenges, just how do you think about the gross margin evolution for the category? As you think about BrewDog now being integrated and other dynamics that you could have?

Irwin Simon: So again, from a gross margin standpoint, listen, we got into this business 2020 with SweetWater, Montauk came along, which we integrated into SweetWater and then came the ABI businesses and the Montauk and then the Molson businesses. All of a sudden, we're sitting with 8 to 10 breweries. So number 1 was getting rid of some of the smaller breweries, which we have in regards to Revolver, in regards to Terrapin, Fort Collins. And there's 1 more we sold off, Atwater. There's probably 1 more that we could integrate -- that we can close and integrate and which there's some big savings from there.

So number 1, it's integration of our facilities and getting them down to 5 or 6 facilities that have tremendous capacity that are strategically located. And bringing on Carlsberg is going to be a big feat for us, which there's going to be a lot of product and a lot of opportunities with that. So that's number 1. And with that, combining all these breweries is also getting the benefits of hop supply, getting the benefits of other ingredients, cans, et cetera. So that is in place. Number 2, as we all know, as this 3-tier system, there's been a lot of change going on with distributors.

For instance, in New York, we have ABI that has Blue Point and Shock Top. We have someone else that has Montauk, another distributor that has BrewDog and we'll have Carlsberg. So we're in the midst of trying to consolidate distributors out there, so we only have certain shipping points, and we become an important part of that distributor, and that's happening. And in a 3-tier system, that is not the easiest to make happen. And the third thing is, what we're really changing is the way we go to market, where we were dependent upon distributors going into the pubs and at retail.

And now what we're doing, whether it's Kroger or whether it's Walmart, we're calling on them ourselves and making sure we get the PODs. So it's coming together, a little different than the consumer packaged goods business where you just went to a Walmart and like my old company, Hain, and you sold and you shipped to Walmart's warehouses. And -- but the good news, and I -- what I feel good about is the lineup that we have in the beer categories today on a regional basis, not so much on a national basis. And with Carlsberg and Shock Top, we have 2 great national brands out there.

And again, as we look at our beer brands from a standpoint with 18 beer brands, do we put 1 or 2 of them together and just get out of some of the smaller brands. So we continuously look at that. We'll continuously expand into the seltzer business, which we have. We continuously with HiBall, which is our energy drinks. We're looking at other things with water. There's lots of innovation out there. We saw Constellation pay for a vodka seltzer business yesterday that is a mix. We can go out and create them and not go buy them. So there's a lot we'll create as we have manufacturing, we have distribution. We have tremendous amount of infrastructure and R&D.

So there's lots out there for us to do with this whole beer category. And listen, my hope 1 day, we can sell cannabis drinks because if we could sell cannabis drinks throughout the United States or our hemp drinks, there's either a few hundred million dollars or $1 billion opportunity business for us, and we have the infrastructure and the ability to do that.

Operator: The next question is from the line of Bill Kirk with ROTH Capital Partners.

William Kirk: So there was a line in the release about BrewDog reaching profitability in 1Q. I don't recall that having happened in 4Q, and I think BrewDog was at an operating loss for years. So Irwin, you talked about ways BrewDog can grow. But maybe can you add a little bit more detail on how you were able to quickly turn years of losses into a profit? And do you expect it to stay profitable?

Irwin Simon: Well, number 1, the big thing is I was not saddled with a lot of their bars and pubs that were losing money. So that's number 1. Number 2, we rightsized in regards to people that we did not have to take. When you go into administration, there was a whole lot of leases that we didn't have to take or new leases that we renegotiated. So from a standpoint, that was a big part of it. But we really put good cost controls in place as we -- there was a big facility up in Aberdeen that we really focused on. We moved away from unprofitable businesses as the spirits business, they had already shut it down.

So there are things that we did. We also had a great, great summer with the World Cup with our bars that we did have open. And again, the opportunity in which we're seeing today as we launch the campaign, okay, you can cut your way to profitability, but it's growth within the brands. And when we took this business over, the brands were declining double digits and started to claw their way back, and now we're seeing good growth among the brands from a depletion standpoint with the campaign. Now when we took this business over, people thought BrewDog went away. So do I -- absolutely.

The budget for this year is profitability and some good profitability coming from BrewDog. And what I'm excited about, too, is the expansion opportunities, not only in the U.K., is what we'll do in Australia, what we'll do here in the U.S. and different partnerships that we plan to do in both brew pubs and distribution in other countries around.

William Kirk: Irwin, can I just add one more point? Hello? And then if I could follow up on the Canadian adult-use contraction. Carl outlined a few reasons and decisions that contributed to the year-over-year contraction. I guess, going forward, would you expect a similar deliberate headwind dynamic? Or are some of the factors more specific to 1Q decisions made in 1Q and year-over-year looks better here after 1Q?

Irwin Simon: So more decisions was this Q this happens all the time as we come off the summer months and yields and as we transition from different strains. That is number 1. Number 2, we're focused on margin. And I think what's important from a standpoint there is being focused on profitability. The other thing which, again, which I feel good about Canada, Canada is 40 million people and half the population in the age that can consume cannabis there's a couple of big things that we have to do there is move more and more away as we're looking at from the illicit market.

And 1 of the opportunities that's in place right now that could happen is cannabis drinks being sold in food establishments in restaurants and bars and in beer stores. And that's on the table in Ontario, a couple of other provinces. And with us having over a 50% share and having the production for us, that would be big. One of the big things in Canada is its excise tax. And we pay over CAD 100 million in Canadian excise tax. If we were just -- if we were selling alcohol and it would be half that.

And what all these governments are looking at, sales are down on American brands and alcohol and sales are down on alcohol, how do I replace that with additional cannabis sales? And there's stuff going on in Quebec in regards to age. There's additional products that can be sold in convenience stores. So that's the way the Canadian market ultimately is going to grow is more and more cannabis products that are available, not just through cannabis stores.

Operator: The next question is from the line of Pablo Zuanic with Zuanic & Associates.

Pablo Zuanic: Look, 2-part question regarding Carlsberg. Can you give us a sense what's the upside there in terms of revenues? I don't know who is producing or distributing Carlsberg before. What were their peak sales? Anything to help us frame the potential for Carlsberg in the U.S., that would help. And then the second part to the question relating to Carlsberg. I think you said in your prepared remarks, you expect the partnership to strengthen and evolve over time. If you can give more color in terms of what that could mean?

Irwin Simon: Thank you, Pablo. Listen, I spent a lot of time with the Carlsberg team. They're 1 of the largest beer producers in the world today. And they have tremendous growth across their brands and some of the other products. As I spent time with them on their innovation, as product development, their brewing capabilities. So that brings a tremendous asset to Tilray that we can tap into a company of that size, that scale, as a partnership here. And there's other companies out there that partner with other cannabis companies on the cannabis side. We're fortunate to have a partner like Carlsberg to partner with us on the beverage side.

So from a standpoint, right now, we obtain -- it's a venture of profit sharing that all the Carlsberg products will be produced in our U.S. plants. We have the distribution, marketing, selling rights to all of the U.S. And with that, it's all Carlsberg products. And where are the opportunities? Additional innovation that comes from Carlsberg -- and there are other markets that 1 day that we hope to talk to Carlsberg about that we can sell to. And there's a lot -- there's a big country out there that we would expand in and Carlsberg is around the world. And the other opportunity is this here.

Carlsberg distributing some of our products in certain markets that we'd like to go into. So there's lots of opportunities, and it's been a pleasure to work with them. And I think what they ultimately see is here, U.S. being 1 of the biggest beer markets here, and they were basically seen as an import, and they really want to see U.S. being a big foothold for them in their growth factor.

Pablo Zuanic: Look, just in terms of M&A, I know Carl spoke about cash deployment and priorities in terms of cash allocation. But I understand you're building a diversified business platform. But in the first quarter, beverages were 54% of your gross profits compared to cannabis, 28%. So just looking forward in terms of M&A, do you still need to make acquisitions in the case of cannabis, whether in Canada or overseas? Or is it more about expanding the beer business and pretty much doubling down on beverage exposure?

Irwin Simon: So I think, again, you got to come back and see how they're complementary. You heard what I said about Canada. Number 1, yes, we'll continue to grow recreational and medical cannabis in Canada. But Canada is only so big in size. But what's the opportunity is the synergies in the beverage business and growing other products in Canada, okay? And I think that is a big, big opportunity. As I say, if I could get our beverages into multiple additional outlets in the Canadian market, that's big for us and something will happen there. So again, as I put these 2 businesses together, and what happens, Pablo, as beverages and cannabis can come together, there's lots of overhead sharing.

There's lots of cost savings, a lot of infrastructure that we put together that's going to be beneficial for this company. The same internationally. Now as we look at different countries internationally, whether it's India, whether it's Israel, whether it's Poland, whether it's Spain, as we go in there with medical cannabis, the same team that's focusing on medical cannabis will focus with our beverage team and look for partnerships or franchises along with our BrewDog products and some of our American beers. So yes, again, as we put these 2 businesses together, they're complementary, and they both will absorb overheads that we have to put in place for 1 business.

And that is the big thing for us today, scale. As we get to that billion too, listen, being a cannabis company today, we're stuck with much higher insurance costs. We're stuck with much higher IT costs, much higher grow costs in regards to R&D and quality, what Health Canada makes us do. So if we can take a lot of those costs and share them among other business. It's a big, big, big benefit for Tilray.

Pablo Zuanic: And if I may, can I ask -- I want to add just 1 more. In terms of the changes in Germany on reimbursement on extracts and flower, I believe that started July 1. Can you frame that? Did you see any impact from that? Or is your business mostly cash payer versus reimbursed?

Irwin Simon: So number 1, majority of our business there is flower. And most of our patients are paying customers. In regards to different oil, it is for new patients coming in, not the existing patients. So will there be some impact? Yes, but is it extremely impactful to our business? No.

Operator: Our next question is from the line of Brenna Cunnington with ATB.

Brenna Cunnington: So regarding the recent cultivation expansions, based on my analysis on this, like for the size of the current and pending EU-GMP facilities that Tilray has, I'm estimating that Tilray has like 1 of the largest, if not the largest EU-GMP footprint of the peer group. So I would just love to get a little bit more color on when and how you think we might be able -- or we might see the real power of this footprint show through in Tilray's international sales.

Irwin Simon: So again, number 1, you're seeing the power and with Masson in Gatineau, Quebec, that just coming on now. And ultimately, within the year, that will become EU-GMP certified. And in regards to what we're growing today in Europe. As I said before, the power is we have the product. And the thing is this here, in talking to our patients and talking to the customers and distributors out there, they want consistency. It's not like they want to be buying from 5 or 6 different growers out there and not what they're getting. So again, in Portugal, I mean, from a standpoint, in regards to how many -- what do we grow? What's the size? What?

We have over 40 metric tons, and then we have 4 or 5 metric tons that will come out of Germany. So we have plenty, plenty of capacity. And with that, as you can see, we're 1 of the lowest cost producers out of our Portugal facility today. So again, you're seeing it. That's why you see our margins improving, and that's what you'll continuously see. And the big thing is this here, this is 1 of our smaller quarters in regards to selling. Cannabis, you can't look at it quarter-over-quarter. So again, from a sales standpoint, as sales continuously increase. And the big thing is our margins even grew, even with price compression out there, which is pretty amazing.

Brenna Cunnington: Okay. That's great color. And then just tapping on to 1 of the previous questions on the potential for THC beverages in the U.S. I would just love to get any color on what you're hearing, if there might potentially be a carve-out for this segment in the hemp bill that we're expecting in this fall.

Irwin Simon: Listen, again, if I go to the Polymarket and maybe I should and get to see what they're saying is this here, and I never wanted to guess about politics. Everything we're hearing is there's 2 different things. There will be an extension, and it will go to the next Congress and the new Congress will approve. So I don't believe that hemp -- this whole hemp business will go away. There's too many jobs, and there's too much -- from the farmer's standpoint, it's too big for farmers just to be shut down on this business. So I think there will be another extension beyond December 11.

And then I think the new Congress will approve where there's a certain amount of milligrams that could be sold. And I think the big thing is Tilray is hanging around the hoop there. We have products we're selling. We're not out there aggressively doing anything. We're staying in the marketplace waiting to see what happens, and we can turn on pretty quickly, depending on where it goes.

Operator: The next question is from the line of Ryan Neal with TD Cowen.

Ryan Neal: This is Ryan on for Derek. Just to start off, and apologies if I missed this off the top, but do you have an idea of what Beverage segment growth would have been excluding BrewDog?

Irwin Simon: Our beverage business ultimately would have been down, excluding BrewDog, and that is because we've gone through SKU rationalization and brand rationalization.

Ryan Neal: Okay. Great. And then just as a follow-up, I'm just curious on the gross margin compression we saw in Wellness this quarter. Is that a function of any promo spend, et cetera? And how should we think about margins in that segment moving forward?

Carl Merton: So that compression was really caused by a onetime organic seed shortage that was feeding our e-commerce business, and so we had a slight change in mix.

Operator: At this time, I'll turn the floor back to management for further comments.

Irwin Simon: Thank you very much, everybody, for getting on our call today. As you can see, there is a lot going on at Tilray. And there's a lot to understand within Tilray, and I'm not sure on a regular basis as we try to explain our business in regards to our different businesses, as we explain our businesses in regards to our different categories. And the other thing is geographically, today, we sell in over 25 countries around the world. We deal with multiple currencies. We have wars that are going on that affect us from a utilities, from fuel standpoint. And we have different teams as we pull together.

But I think the big thing is this here, as you really look at what's under the hood at Tilray, there's some incredible brands -- we have -- we produce 95% of our own products around the world. We grow, which growing cannabis in over 6 million square feet and today, over the metric tons that we really grow. And we step back and what we're doing in regards to cannabis from a medical standpoint and research out there in regards to sleep, anxiety, pain, PTSD, epilepsy are some of the exciting things that we're doing and building awareness out there. And as things expand, whether it's peptides, psychedelics, Tilray will continuously look at that.

Canada is the only country in the world where cannabis is legal from a recreational standpoint. And I think that's ultimately the way it's going to stay. So we really have and we're positioned so well in the cannabis industry. We do not have to go to buy cultivation. We don't have to go buy anything for other countries. We really can expand our business today in so many different ways in flower and oils. We have a tremendous amount of research, development and scientists that work with us in regards to the cannabis industry. In regards to the U.S., listen, it's been waiting and seeing, and we're used to delays, not used to things happening.

But the thing is, is here, there's 3 or 4 things. Number 1, if the U.S. happens, it will be great for Tilray, and we'd be ready to pounce and jump in for whatever way it happens. Number 2, if something happens with the hemp drinks, we're ready to go and there's a big opportunity for us there. Number 3, is this here, if nothing happens and it continues to drag along, we have businesses all over the world that will fuel our growth. We'll continuously look at acquisitions. And the proof is what we've done with BrewDog very quickly.

And yes, it's not proved as quick as with our beverage business, but it's something that's a great infrastructure, and you still see acquisitions and multiples evaluations. And I think we've created something very unique up there. So there's a lot within Tilray that we're doing. We have over 40 pubs and restaurants around the world that sell our products, both BrewDog and our American beers, that we learn a lot from our consumers. We have in place tremendous amount of research that we continuously get from these pubs that we know what consumers want.

In regards to cost today as a stand-alone -- as a company today that's this size, there's tremendous cost in regards to IT, AI, like I said, insurance and what we have in place today to cover it as a public company and being a small company out there today and not have a scale is difficult. And that's a big thing today. Tilray could easily absorb another $0.5 billion to $1 billion of sales with its infrastructure in place.

I think that's the big advantage that a lot of companies don't have today, is the scale to absorb all the additional SG&A costs, whether it's being public or just being a company out there today that can support the growth that can support the R&D, that can support the infrastructure that can support the process of the analysis, the finance that is needed within a public company or what's needed in any company today. So I'm proud of what we're doing. Yes, sometimes there is frustration how the stock reacts just on a cannabis multiple, just on a cannabis news.

But at the end of the day, when I step back and I look at our brands, I look at what we do, I look at how strong our balance sheet is, and we have opportunities and lots of levers. We have an incredible team. I'm proud of where Tilray is today and where Tilray go -- can go. So thank you very much for your support, and I look forward to speaking to you in the near future. Thank you.

Operator: Thank you. This will conclude today's conference. You may disconnect your lines at this time. We thank you for your participation. And have a wonderful day.