MedMen Enterprises Inc. (TLRY) Earnings Call Transcript & Summary

Good afternoon, everyone. Thank you for joining us to discuss today's joint Tilray and MedMen announcement. Hosting the call are Irwin Simon, Chairman and Chief Executive Officer of Tilray; and Tom Lynch, Chairman and Chief Executive Officer of MedMen. [Operator Instructions] Please note that today's call is being recorded. I would now like to turn the call over to Berrin Noorata, Chief Corporate Affairs Officer of Tilray, to begin.

Thank you, and good afternoon. By now, everyone should have access to the press release issued this afternoon, which is also available on the Investors section of Tilray's website at tilray.com and on MedMen's website at medmen.com and was filed with the Securities and Exchange Commission on Form 8-K by each company. Please be aware that during our call, we will be making forward-looking statements. 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. Please note that text in our press release for a discussion on the risks and uncertainties associated with such forward-looking statements. And now I'd like to turn the call over to Tilray's Chairman and Chief Executive Officer, Irwin Simon.

Thank you very much, Berrin. Joining me on the call today will be Carl Merton, our Chief Financial Officer. And good afternoon, everyone. I hope everybody had the opportunity to read our press release from Tilray and MedMen that was released this afternoon. We appreciate you joining us for a brief call to discuss how this transaction, which brings together Tilray and MedMen has the potential to transform U.S. cannabis and drive extraordinary value for shareholders, stakeholders of both of our companies. It is an exciting and transformation milestone, and Tom and I appreciate the opportunity to walk you through what this transaction means to each of our companies. I'll start by talking about how Tilray is poised to benefit. As you know, we've been very optimistic and clear about the strategic operational market opportunities in front of us and the potential we have to create the world's leading cannabis-focused consumer brands company. Today represents a significant step forward in how our U.S. prospects play into that larger plant. As we've stated previously, our confidence is backed by strong trends towards cannabis legalization in our 3 key markets: Canada, Europe, and of course, the U.S. A management team with a track record of building and sustaining value in the CPG business and wellness space that has already put Tilray on great footing as evidenced by our most recent financial performance. And our well-defined organic, acquisitive and partnership-based growth strategies that together with full legalization in the U.S. and I have stated in the past, we expect it will enable us to deliver $4 billion in revenue by the end of fiscal year 2024 and joining up with MedMen will absolutely help us get there. Today's announced transaction with MedMen is a critical step towards that goal, a true game changer setting the stage for Tilray to be a leader in the U.S. cannabis marketplace upon federal legalization. And importantly, the transaction has been structured to mitigate downside risk while presenting potentially tremendous upside. It all starts with the market opportunity. The U.S. is the largest cannabis market in the world at $80 billion projected sales by 2030, 8x the size of the Canadian market and the trend towards legalization is strong. There is already 37 states plus D.C. that now have legalized medical cannabis use, with 18 of these states having full legalized cannabis. What this means is that currently over 40% of the U.S. population can purchase recreational cannabis and accelerating state buy-in should shift federal enforcement and legalization. There's also favorable trends towards legalization at the federal level. While Senator Schumer's Cannabis Administration & Opportunity Act reflects the latest evidence of momentum, Congress has already approved the removal of roadblocks to scientific research of cannabis and the majority of votes on both sides of the aisle support legalization, with increasing pressure coming from stakeholders, legislators, corporate leaders and the American population as a whole. Indeed, a recent research study found that an overwhelming share of adults in the U.S. say that cannabis should be legal for either medical or recreational use. This is where today's transaction with MedMen comes in. I'll give you a quick overview. Tilray and a group of strategic investors have together acquired approximately $165.8 million of senior secured convertible notes and certain warrants related to the notes that Gotham Green Partners Health in MedMen or about 75% of their stake in these notes. The notes are convertible to equity at MedMen upon legalization of cannabis at the federal level and subject to certain regulatory requirements positioning Tilray to capitalize quickly and comprehensively on U.S. cannabis market opportunities once legalization occurs. Tilray's interest in the partnership represents a right to approximately 68% of the notes and warrants or following U.S. federal legalization, certain regulatory approvals, approximately 21% of the outstanding Class B subordinate voting shares of MedMen. Beyond that, we have also put other levers to pull to maintain or increase our stake upon U.S. federal legalization. Clearly, this transaction creates some of the great benefits for us. First, it provides us with a secure right upon federal legalization to acquire a significant ownership interest in a multistate operator with one of the most recognized iconic brands in the U.S. retail space. We have long viewed optionality and investments in an MSO as a critical to the Tilray value proposition in the U.S. and today's announcement of firms. We executed on that vision with a key iconic retailer, 1 with 21 licenses in key cannabis markets across the U.S., a highly compelling retail experience and a large, loyal branded consumer base. Second, MedMen's strong presence in the U.S. and compelling brand offer Tilray, an opportunity to develop strategic opportunities, including commercial arrangements, joint ventures or other significant transaction that will rapidly expand Tilray's presence in the U.S. cannabis sector when we are permitted to do so. On a related but no significant -- on a less significant note, Tom has been very effective executing a focused leader -- executed a focused leadership at MedMen whose efforts are already yielding tangible results. We believe in him and his team, as does Michael Sarulla as evidenced by today's other announcement. We feel confident that upon legalization, we'll be partnering with one of the leading cannabis brands in the U.S. I believe they now have the leadership, capital and strategy and the strongest brand to succeed. And finally, upon federal legalization, Tilray will be positioned to develop a strategic leadership position with distribution across top cannabis markets in the U.S., including the prized California market where MedMen today is profitable. We expect this will drive strong growth for our leading and highly sought after portfolio of CPG cannabis brands. In short, we believe this transaction will help secure our path to become a leading cannabis CPG company in the massive U.S. market upon federal legalization. MedMen provides an exceptional competitive advantage in cannabis retail and sets the stage for Tilray to pursue the on-growing growth opportunities in the U.S. market, while delivering value now and into the future for our shareholders and our consumers. Although not a condition to the deal, our ability to maximize the value of the convertible notes investment in MedMen a reality rest on the support of our shareholders at the special meeting to vote on the authorized shared proposal on Thursday of this week, just 3 days from now. I cannot stress enough the importance of our shareholders' vote. The details about the authorized share proposal and other governance proposals are laid out in our proxy. Voting can be done online or by phone. If you have any questions or need assistance, please contact Morrow Sodali LLC at 833-497-7395 in Canada or the U.S. Thank you very much. Now I'll turn the call over to Tom, and he will take you through what has happened at MedMen. Tom?

Great. Thank you, Irwin. And joining me today is Tim Bossidy, MedMen's Chief Operating Officer. I'd like to start off my comments by thanking our stakeholders for their patience and support, as we've worked our way through the MedMen turnaround and restructuring process. We've worked every day to rebuild trust and credibility and execute a disciplined plan over the last 18 months. And this is an incredibly exciting result for those efforts. MedMen's efforts have succeeded in attracting partners, who share our vision to building the world's most powerful cannabis retail brand and have the means and expertise to help us unlock MedMen's full potential. The MedMen's store debt plus the $100 million equity investment gives us the flexibility and firepower to match our revenue trajectory to our operational expertise and internationally renowned brand. These transactions are a game changer for our company, strengthening our balance sheet and creating a platform for future growth. MedMen 2.0 is indeed here, and we're thrilled to embark on the next stage of our journey. The transaction with Tilray drastically improves how MedMen has positioned for platform success. We have refocused covenants, which were previously a significant administrative burden to reflect the fact that MedMen is a high potential and high-growth company. We've also extended the debt maturity by 7 years from today, allowing us to prioritize new market opportunities and existing operations over near-term balance sheet management. Irwin and I are here today to talk primarily about the MedMen Tilray deal, but I want to talk a little more about MedMen. MedMen is one of the most recognized brands in U.S. retail cannabis with 21 retail licenses nationwide, not including the -- our uncapped licenses in Florida. The equity investment we announced separately today, plus the deal we've worked out with Tilray and our other note holders to amend and extend our convertible secured notes will allow MedMen to expand its operations in key markets including California, Florida, Illinois and Massachusetts and identify and accelerate further growth opportunities across the U.S. We have significant opportunities for growth in all of our key markets, led by our market-leading footprint in California with 12 locations and 14 licenses. California is the largest legal cannabis market in the world, with $4.4 billion in legal cannabis sales in 2020, but remains underpenetrated compared to other cannabis markets. We have 2 new stores opening in San Francisco over the next 6 months and have significant channels for a sustainable growth in California. We're excited about the potential in our Florida market, the third largest state by population in the United States and the largest and most established medical-only marijuana market with medical sales projected to reach $2 billion by 2022. MedMen operates a portfolio of some of the best located dispensaries in the state. We hold a vertical state license and have 5 locations currently operational, including South Beach, Miami, Downtown West Palm Beach and Fort Lauderdale. We have a clear plan and capital allocated to open an additional 10 dispensaries in the state within the next 6 months, bringing the total to 15. Arizona is another attractive market, projected to be $1.6 billion by 2025, with a population of 4 million people and 50 million tourists annually. We have an established retail location in Scottsdale that currently serves both medical and adult-use customers in a cultivation processing operation in Mesa. The Scottsdale dispensary is located in a highly populated Maricopa County next to numerous established destinations such as Topgolf, Talking Stick Resort and major league baseball spring training facilities. Our results have been strong with 80% growth sequentially in our most recently reported quarter. We operate 3 Las Vegas dispensers in Nevada, strategically located near McCarran International Airport, UNLV, the Las Vegas Strip and historic downtown Las Vegas. Las Vegas receives 50 million tourists annually and UNLV has a student population of 28,000. Illinois is the leading cannabis market in the Midwest, and our Oak Park location remains the top performing store in the national portfolio in terms of revenue. We're looking forward to opening our next location in Morton Grove and remain excited about the potential of the Illinois market. We're seeing continued month-over-month increases in legal sales, and we see several clear channels for sustained growth in the state, including the legalization of delivery and designated consumer locations, the introduction of brands and new -- introduction of brands and new form factors, flower currently represents approximately 43% of that market, an increase in craft and premium offerings as prices stabilize. In Massachusetts, we have licenses to open 2 of the best located dispensaries in limited license Massachusetts market with Fenway and Newton, the Fenway dispensary will be a prime high-traffic location adjacent to the home of the Boston Red Sox Fenway Park. The Red Sox play over 80 games per year with an average of attendance of around 36,000 people. The location is also just blocks away from Boston University and less than a 10-minute drive from Northeastern University. We will be the closest dispensary to either institution. Wrapping up with New York, we continue to act like operators in the market as we await regulatory approval for the investment. To sum up, we could not be more pleased with today's announcement. These transactions and partnerships provide the foundation necessary for amendment to capitalize on its brand presence and ideally position the company for the future. With that, I'm going to turn it back to the operator, and we're going to open it up for questions. Operator?

[Operator Instructions] And we'll go first to Vivien Azer of Cowen.

Irwin, I was just curious if you could elaborate on the other levers that you noted in terms of maintaining that 21% stake in MedMen, while I appreciate the equity raise certainly goes a long way in terms of shoring up the balance sheet, there's always the risk of debt dilution down the road, in particular to the extent that regulatory catalyst doesn't materialize as early as you would anticipate.

Other levers to pull, we do have the ability to top up in regards if there is dilution. That's number one. And number two, we do have the opportunity to buy the rest of the notes. And ultimately, if legalization does happen and having our position at the price that we're in today, and I got to tell you, you think about some of the other optionality out there and the value that we were able to get in here and you heard Tom talk about the license in 21 states and the number of stores where we're opening, and you think of the value that ultimately that has been created here and the stock price has traded down. But ultimately, there's no reason to lay upon legalization could not buy all of MedMen. And our basis today, which we got in is at a very good price. Ultimately, as part of the notes, the interest converts to additional equity. So we will always have a major stake. And ultimately, one day, we didn't buy it, we're creating a lot of value for our shareholders in regards to the equity.

And now we will go to Andrew Carter of Stifel.

So a couple. I wanted to ask a little bit about the debt implications, the kind of downside protections you have here. First housekeeping is the 9 million shares from Tilray, is that a fixed amount? Or is it based on a dollar amount? And then getting into the kind of the deal, does this entering this agreement have any implications for any of your outstanding debt with your lenders? Do you have the flexibility to include this position for any debt covenants? Is that a net cash position? And finally, you were successful in kind of navigating kind of the green growth promissory. So what's your kind of workout comfort on any workout here that might be necessary or anything if worse comes to worst on recovering the debt.

So you're asking me to -- you're asking a question for me, correct?

Yes.

Yes. So there's multiple questions there, and Carl jump in here to any of these. So number one, listen, I think we are doing this because we believe in legalization and optionality here to be able to acquire the whole thing. We're also doing this here in regards to we think there's incredible value here. And we think the equity is cheap and to create value. It's a 7-year note with optionality. And in regards to downside protection, we think we're buying this at a really good price today. So I'm always looking at the upside. I'm looking at the value that will be created here. And I'm looking at one day that MedMen is a wholly-owned part of Tilray. So that's how I look at it. And in regards to upside protection for our shareholders and upside protection, ultimately, in creating the value with Tom and his team. And with that, listen, there's $100 million in this business today. They're in some of the best states in regards to the U.S. that have some of the best locations. And I was shocked by some of the numbers that MedMen was doing and even did during COVID. So I look at this as all potentially real good upside.

And then just to answer the other couple of questions you asked, Andrew, there's no implications on our current debt arrangements with our lenders. The way the transaction is structured, does not create an issue inside of those agreements. And your question about using MedMen's profit as it relates to our covenants that wouldn't happen because this is still a convertible note. And so the only thing that will be reported on our income statement in the short term until legalization occurs is the recording of the interest on the notes.

I actually meant the position itself. Does that count with your banks? Just -- I mean this will be $100 million like plus position. That's what I was asking, not the profits. Sorry about that, Carl.

Okay.

But will that be included as part of our debt. Is that what you're asking, Andrew?

No, I'm like almost like -- it's almost like it's another like a cash item on the balance sheet that I know you guys are looking to do a lot of things, but if this is like one more thing on the balance sheet, seems like you have more flexibility with this position for incremental debt. That's what I'm asking for, if your lenders like view this as something just akin to cash, just helping with your debt optionality piece.

So like can I leverage it in future borrowings, I believe, is what you're asking. And I think depending upon the lender and depending upon how the deal was structured, I think that could be possible, but it's not something we've engaged in discussions with the lender on.

And Andrew, I think what's important here, there hasn't been too many deals that have been done in a long time where the TSX and NASDAQ had to approve this and also our banks. So we had to go through lots of regulatory to have this done. And because of the structure that we were doing this, it's absolutely has been approved. I think the other big thing which is important here, why we did this, last year this time, we would never touch this. But now with the turnaround and having $100 million going to this business and with the projections that MedMen have and opened up new stores. Again, our banks and everybody else felt very good about this.

And now our next question will come from John Zamparo of CIBC.

Congrats on this deal. I just wanted to follow up on a prior question as well. Irwin, when you referenced the potential for Tilray owning MedMen outright, what does this deal contemplate in terms of the maximum that Tilray has the option to acquire at the current time?