Canopy Growth Corporation

Bruce Linton - Chairman and Co-CEO Tim Saunders - CFO

Tamy Chen - BMO Capital Markets Martin Landry - GMP Securities Vivien Azer - Cowen Oliver Rowe - Scotiabank Mike Hickey - Benchmark Company Graeme Kreindler - Eight Capital

Great. Thank you and good morning, everyone.

I know we're all going to want to talk a lot about what's going on in Canada in the first 30 days, but I want to frame what we're talking about I think in a bit bigger, more interesting way. We've run through as a company, the whole start-up phase in Canada and what you saw in this last quarter was really the ramp-up and I think what you’re going to see is there are sort of three 6-month segments of how this market's going to go.

And the first 6-month segment is only 30 days old, but that it's going to be three sprints, which are get out of the gate and get the stores filled, the stores continue to be built out and the products roll in. The second part of it is going to be to keep up with the channel demand as we enter to the third phase, which is the more comprehensive products and I'll come back to that, but we don't generally give a comment on consensus or analyst numbers, because this is such a new sector and so all I would say is I don't think analysts were wrong on the target number, but I think they were early on the quarter and that I don't feel particularly concerned that you're way off on the year for our fiscal year.

But you need to look at the things I’ll come back to later as the variables on that. So to kick off, really, what we've been focused on is the future in our opinion is intellectual property and converting cannabis flower into an ingredient and building it up to more value add products.

And so we haven't historically talked a lot about the 15 clinical trials that we have planned and structured. I've talked a little bit about the fact that we've been approved and are launching our Phase 2B primary insomnia trial and the animal treatment of anxiety trials have been approved, no objection letters in place and those are moving forward.

And really that leads to some of the stuff that we worked on in this ramp up, which if you look at the companies that we've either got acquisition agreements with and all the internal work, the number of patents that we have filed and are defending and we think our quality patents are about 120 and they go across hardware, product formulations, genetics, product innovations, medical treatments. This is not like a sort of one space one item and the reason is I think what you're going to find is, as we get into that third 6-month sprint for recreational cannabis that the science that we're talking about here will inform the definition and delivery of those products that will be differentiated and they will be the ones when we talk about brands that people actually will be able identify better product in a specific package with a key name [tied to tweed] [ph] that will actually be the one that they seek and they’ll stay with.

And so, that's really kind of the packaging of it. We put something out on October 3 that I didn't yet get a single question on, which is that the Ontario Long Term Care Association has embarked on a study of how do we make geriatrics life better, which is up to a 500 person study over 6 month period and the whole point of it is to displace a whole bunch of pharmaceuticals that aren't necessarily benefiting the geriatric and aging crowd to the level of satisfaction of their physicians and they're causing a great deal of side effects that are displeasing their families.

That's the sort of thing that I think looks out and says, how do we disrupt really deeply and carry it over. That kind of IP goes where we're drawn to get to with some of our international stuff, maybe we should put press releases out for things that aren't done, but that's not been our history and it’s not what we're actually going to do.

So we've had a number of times where we almost got to export to the US under DEA approved exports but the paperwork wasn't always easy to get done on this side of the border. Now, we've exported to the US products which are GMP1, focused on meeting standards so that institutions on the US side can actually use cannabis that's been produced in a way that could become inputs to a decision tree that may or may not result in more comfort with medical and/or [rec] [ph] and state rights and things like that, but that is a big deal.

The whole notion of what's happening with hemp, we have a substantial hemp operation that we've been working on in Canada. We have intellectual property that we've developed around how to manage hemp and we thought that was prudent, because I think hemp is going to happen in the US and when it does, that's not the time to start.

You should have already been started up and ramped up and get ready to revenue up. We think we are and in that whole world, when we look at what the products are, the single biggest challenge we see in the US is the fact that it's yes, illegal, but really the claims made on so many of these products are without science and so the science in order to make a valid product has to be done and we're working on that.

When we swing just over the Caribbean, we put out a press release indicating that we all have a license in Jamaica and I think Jamaica is going to do a great job of not exporting cannabis, but importing more tourists and that Tweed Jamaica is going to be something when you're on vacation, you may become officially ill and have access to that product and it will make your vacation more enjoyable and the government more money and everybody a little safer in the process. The credibility we have in Jamaica has caused us to have an opportunity to export to another Caribbean island, which we haven't named, but we think is sort of the dominoes tipping over through that region.

And when you think about the number of tourists that will have exposure to brands, so 4.2 million to 5 million tourists in Jamaica, if we can get our brand in front of that cohort on the favorite week of the year, we think that cascades very well back into what they're going to be doing for the rest of the year, which is earning their next vacation and choosing Tweed as their recreational product. When you get down a little bit south of the US, our Latin America activities, everything we have down there is structured so that it's 100% ours.

As we go forward it reels in and we're not in a margin sharing model, we're in an execution of operations, exporting our intellectual property and cranking up medical outcomes to a very substantial middle and high income class in a region with a huge population. So activities are principally headquartered in Colombia, but very active and have been for a few years in Brazil and building up our capacity in Chile and as we go down through that area.

So, quite significant and in both, particularly the Jamaica circumstance where others have struggled to actually have cash and the ability to move and build, we haven't. We've been able to figure out how to structure capital into the region so that we can actually build out the facilities and be ready to have our stores open.

So maybe to come back to Canada. As far as we can tell, we've been doing sort of daily analysis of data from as many sources, provinces, in stores, our analysis is that we’re about 30% of the available SKUs.

But I can tell you as an investor, you do not want us to sell only Bud and Bud forever. So our strategy was and will continue to be, first, we launched with our core store Bud brands because we think people want to walk in the store, buy dry cannabis and conclude that that was interesting, but what they expect is something better and different.

So now, we've launched our gels, which are soft gels. They are essentially what I think is the Canadian gummy bear equivalent and they're well-structured and will be continuously available so people try another product at launch and that product is sold out, what they're going to have is the second wave from Canopy, which is going to be sustained, differentiated and you as an investor will love because it's a much better defendable margin model.

The next wave is pre rolls, and maybe we ramped up, did something a bit different, but we actually have an engineering department and the reason we have an engineering department is we decided it's important to actually be able to control our intellectual property, not share margins with people in the future, not getting into circumstances where we couldn't continue to build better and bigger infrastructure for every circumstance that we needed. So our pre rolls are created on an equipment set that meet the really tight and specific standards of weight per roll and the volume that we expect to put through and that's our IP and part of it is if you're at all interested in history, when you look at how the cigarette market works, only the intellectual property around creating cigarettes turned out to be a pretty good thing.

So we think we're in a good spot with that. As we go down, there are only a handful of stores open in Canada and every week, there's trying to be more, where we thought it was prudent to focus was on the stores that are open with salespeople that can be trained.

We've trained over 650 customer service reps for a variety of stores and provinces across the country and where sales reps can actually differentiate our product, make sure that it's in the right position, make sure that the education is correct so that when you win, it's not a random lottery and while we appreciate the change in Ontario and think it was prudent to dump the old plant, in the short term, there's nobody you can educate. There isn't necessarily even a wizard on how people make purchases.

So, while we try to support all stores and we know that we can fulfill all our commitments, our priority is on physical stores and the inclusion of our product where we want it and the inclusion of our gels and rolls as those stores come up and that will, in our opinion, turn into a much longer, more prosperous relationship than being in a random lottery on a website. So the inventories are there.

We have the gel caps in inventory, we have the inputs and pre rolls in inventory. We are in a mode where everything we're trying to do will feed into good science trends and good products to true trends to good outcomes.

And so I do think you're going to see as we go through the first 6 months sprint that the revenues come up, but don't forget about the rest of the world. I saw this announcement that Malaysia is contemplating governing medical cannabis is probably one of the three biggest announcements in the history of our sector and I'm not sure that it's got pick up to the level that would make sense for the first country of that origin and region to say that they're thinking about medical rather than thinking about it as an illegal threatening marijuana product and it goes from what I mentioned at the beginning, when you can actually work for the long term care and you can start to see region in that sort of world evolving their perspective, the rate at which this market grows is going to be gigantic and those with the best science, the best brands are going to win.

And so Tim will describe some of the numbers we use for our ramp up, but I'd say get ready for revving you up as well. Go ahead, Tim.

Yeah. Thank you, Bruce and good morning, everyone.

Yeah, I think the key takeaways today are one, we had strong double digit medical cannabis sales in line with management expectations. Two, strategic acquisitions and investments have further strengthened our IP capabilities critical to our long term success.

Three, we are well positioned for a strong start to the recreational cannabis market in Canada. And four, as Bruce outlined, we are building a strong presence in key international markets.

So I’ll now proceed with a review of the second quarter. Revenue for the second quarter ended September 30 was $23.3 million, representing a 33% increase over the same quarter last year.

Revenues in the second quarter were line with management’s expectations, leading into the opening of the recreational cannabis market. By intention, the company made limited test shipments amounting to $700,000 in order to test supply chain systems and logistics before the launch of recreational cannabis on October 17.

Volume sales into the recreational channels did commence after the quarter end. In the three months ended September 30, 2018 and ’17, oils, including soft gel capsules, accounted for 34% and 18% of product revenue respectively.

The total quantity of cannabis sold during the three months ended September 30 was 2197 kilograms and kilogram equivalents at an average price of $9.87 per gram, up from 2020 kilograms and kilogram equivalents last year, which were sold at an average price of $7.99 in the same period last year. The higher average price was due primarily to the change in the product mix, including the increased sales of oils and gel caps and higher priced strains as well as sales into Germany.

The average price for a gram sold in Germany during the second quarter was $13.58 per gram. We have and continue to invest significant effort, capital and resources and activities in programs to ready the company to participate in and lead the Canadian recreational cannabis market.

These investments continue to cover Canopy’s entire business operations, including production, fulfilment, marketing, sales and general administration. In the second quarter of fiscal 2019, the company harvested 15,217 kilograms with close to 2 million square feet a greenhouse in BC, Quebec and Ontario licensed recently, including 1.1 million square feet licensed in early October to bring our total license platform to 4.3 million square feet.

We expect the amount of cannabis harvested to increase in the coming quarters. Turning to gross margin, the cost of sales includes the impact of operating cost of subsidiaries not yet cultivating or selling cannabis, including [indiscernible] that were only partially licensed in the quarter as well as higher overheads incurred while preparing operations for the legalization of recreational cannabis and the diversion of growing space in Smiths Falls to creating [indiscernible] company's other growing facilities.

Excluding the cost associated with non-cultivating subsidiaries, totaling $7 million, the gross margin before the fair value impacts and cost of sales and other charges would have been $13.6 million or 58% of sales. During the quarter, the reported fair value changes in biological assets and in other inventory or other charges netted to an expense of $40.6 million and included adjustments to net realizable value of inventory targeted to the recreational market, which reflects wholesale pricing and to a net write of approximately $16 million related to plants called in the quarter due to timing issues with respect to having infrastructure ready for licensing and receiving those harvested plants.

Since then, the required infrastructure has been completed and the licensing since received. Next turning for a moment to operating expense in the second quarter.

As has been highlighted previously, the company continues to make significant investments across all areas of our business to strengthen the company's leadership position in the Canadian and global medical cannabis markets as well as in preparation to leave the recreational cannabis market. Sales and marketing expenses include costs associated with the developing and branding, marketing and education campaigns, to develop new permitted product skews, the development of recreational product packaging, the development of cannabis retail and education programs as well as costs associated with the company’s medical outreach program.

These expenditures represent the company's view that a strong brand recognition is over time essential to the company’s successful market share acquisition strategy, particularly the new recreational market in Canada. These costs represent a strategic upfront investment, which management believes will have a long term benefit in customer acquisition and retention.

Further, the company is making these investments to aggressively seek new domestic and international business opportunities to build for the future. As a result, sales and marketing were up significantly relative to same periods last year for the purpose of being ready for the future state recreation market, while at the same time, developing international markets.

Sales and marketing expenses for the three months ended September 30 were $39 million or 167% of revenue, a big investment. During this period, we launched our national media campaign, which included digital placements across Canada, brand activations in communities from coast to coast and content creation, including for the tweed.com website and marketing automation platforms and developing competencies in retail.

In respect to government regulations, all non-age gated properties were removed on October 16, 2018 prior to the cannabis act taking effect. The company has continued to invest in age-gated channels for both media and experiential marketing across all brands in adherence to C-45 guidelines on promotion.

In comparison, sales and marketing expenses for the three months ended September 30, 2017 were $7.6 million, which was down to purely medical market. G&A expenses for the three months ended September 30 were 37.1 million.

Of note, the second quarter fiscal 2019 G&A included a provision for excess office space in Montreal, which is no longer occupied and that amounted to $4.2 million. In comparison, G&A expenses for the three months ended September 30 last year were $8.4 million.

Acquisition related expenses for the three month period ended September 30 was 3.2 million. These expenses related to acquisitions of Hiku Brands as well as the unknown shares of BC Tweed and Canopy Health.

In addition, costs are incurred due to the ongoing evaluation of potential acquisitions, building a pipeline that emanate potential targets and reflects increased legal, accounting and strategic business consulting services required to complete or evaluate these potential or completed transactions. We are likely to acquire additional strategic assets in the future as it pursues our -- pursuit of our business strategy and as we communicated previously, following the strategic investment like oscillation.

The non-cash share based compensation expense related to options granted to employees and consultants of the company and to acquisition related milestones combined for the three month period ended September 30 to $99.6 million, of which 50.7 million was related to acquisition milestones. In practice, all employees of the company receive stock options as part of their compensation package.

Acquisition related milestone payments, based on future performance related criteria have been treated as stock compensation expense instead of being allocated to the purchase price. In comparison, the non-cash share based compensation expense related to options granted to employees and consultants of the company and to acquisition related milestones combined in the same period last year was just $7 million.

Now, I will turn my attention to other expenses and net income. Other expenses of 115.7 million are primarily made of very value changes on financial assets and financial liabilities, the majority of which is non-cash.

The amount was primarily made up of changes in the fair value of the senior convertible notes due to marketing to market, which saw the trading price of the convertible notes increase from about $102 to $149 dollars per unit at the end of the first quarter to the end of the second quarter and resulted in expense of 223.4 million on the revaluation. This loss was partly offset by gain amounting to 62.7 million related to the acquisition of Canopy Health Innovations and gains totaling 48.2 million, driven mostly by fair value changes on the tariffs and warrants of 44.7 million.

The $115.7 million in other expenses described above accounted for $0.52 of the reported $1.52 loss per basic and diluted share in the quarter compared to a net loss of $0.01 per basic and diluted share in the comparative period last year. The after tax net loss in the quarter, inclusive of the non-cash share based compensation expenses, fair value impacts and other expenses as just described, amounted to a loss of $330.6 million or $1.52 per basic and diluted share and compared as I said to $1.6 million or $0.01 per basic and diluted share in the same period last year.

Next, I’ll touch briefly on the supplemental non-GAAP measure, adjusted EBITDA. Adjusted EBITDA is defined as earnings from operations as reported before interest and other expenses, tax and adjusted for moving stock-based compensation expense, depreciation and accounting for biological assets and inventory and further adjusted to remove the acquisition related costs.

We report adjusted EBITDA, believing it is a useful financial metric that will help investors assess the operating performance by business before the impacts of investments, acquisitions, income taxes and fair value measurements. Adjusted EBITDA in the second quarter of fiscal 2019 amounted to a loss of $57.7 million compared to an adjusted EBITDA loss of 4.8 million in the same period last year.

We believe our deliberate and ongoing investments in building the company's production platforms, brands, international reach, partnerships and operations which directly impacted our adjusted EBITDA during the period as necessary to strengthen the company's global leadership position. Now, turning our attention to the balance sheet and cash flows.

As of September 30, 2018, the company's cash and cash equivalents totaled $429.5 million, obviously before the $5 billion was closed on November 1. This represents an increase of $106 million from March 31, 2018.

The increase was principally due to the issuance of $600 million in convertible notes in the first quarter, offset by investment in the expansion of our production assets, strengthening core capabilities, brand related campaigns and the establishment of physical retail stores in Newfoundland, Manitoba and Saskatchewan. The working capital deficit reflects a reclassification of the convertible notes after getting it back to a tender offer on the notes triggered by the investment by Constellation.

The value of the liability effects the fair value changes in the debt. The tender offer was made on November 2 and runs to December 5.

As of today, no one has submitted the notes for conversions. That's so nature to do so before the tender expiry date.

If any are submitted, the company intends to pay cash instead of issuing shares. After December 5, any unconverted notes will revert to prior long term debt status.

Inventory at September 30 amounted to $150.4 million, up from $101.6 million at the end of March 31. At September 30, 2018, biological assets amounted to $20.7 million, up from 16.3 million at the end of March 31.

Together, inventory and biological assets totaled $171 million at September 30, up from $118 million at the end of March. Inventories are continuing to be scaled to meet management expectation of market demands, including demand from the legalized recreational market.

At September 30, inventory quantities amounted to 31,214 kilograms of dry cannabis, 21,499 liters of cannabis oils, ranging from concentrated resins to refined oil to finished oil and 1,497 kilograms of soft gels. In comparison to March 31, 2018, we had 15,726 kilograms of dry cannabis, 6,969 liters of cannabis oils and 356 kilograms of capsules.

Management continues to believe that significant demand will develop for cannabis oil and in particular soft gels in the recreational market. As such, the company continues to increase inventories at extract grade dry cannabis, held for conversion and increased the quantity of cannabis oil and soft gel caps that we have on hand.

Of interest for primarily analysts on the share count, as of today, we had 337,362,196 shares outstanding with the warrants options and RSUs, the fully diluted share count is as of today 518,386,356 shares. Bruce, this concludes my review of the financials for the second quarter and I'll turn it back to you for some closing remarks.

Thank you, Tim. I think I bet there are some questions that we might as well advance straight into those.

My first question is on the US market. It's looking like the Farm Bill for CBD may come first before the states act for federal decriminalization.

And my question is, if so, could you talk a bit about what your initial strategy into the US may be under the Farm Bill.

Sure. So I had mentioned earlier in the call we have been hemp farmers for this past summer and busy on the processes related to drawing in the potential for extraction and scaling a bunch of IP and that results from an acquisition that we announced probably a year ago for some parties that had substantial hemp experience.

We think a lot of that will carry over. What we want to do though is recognize that when hemp becomes convertible to CBD that I suspect will cause the effect of price of CBD to go to an extremely low point and so it's really going to be about the science of converting and its outcomes.

And so things like the clinical trial we're running on, how do we make dogs less anxious, will have, I think, implications on how do we make geriatric adults less anxious in products that will be registrable with actual claims based on science. And so really what we're looking at is what do you turn CBD into versus how do you farm it, despite the fact that we think we’ll probably need to be in the farming and extraction business as well.

And so I think we're well positioned with the resulting products you’d want to begin to launch that actually use the CBD in an effective fashion versus making claims that we see in the market in the US right now that aren’t validated.

And my follow-up is more on the EU side. So we're seeing growing momentum for further medical legalization in Europe.

So could you talk a bit about Canopy’s strategies for the Europe medical opportunity and what advantages Canopy has relative to both other Canadian license producers and as well as other producers in Europe or Israel or LatAm with respect to getting into the Europe medical market over time?

So I think Europe is actually the most or almost the most exciting activity going on. So we've been busy in Germany.

I think, we've been sending product there for, I guess, approaching two years. We have been educating physicians and pharmacists with our Spectrum educational package.

I think we've had about 1000 pharmacies in Germany move our product and we're now in the process of seeking approval for upgraded formats of the product. We have plants in the ground in a couple of countries in Europe already in greenhouses.

We have unannounced activities tied up in some of the emerging locations, because they're not material, we didn't announce them and we think that what we found over the years is everything we announce is a good idea and everybody tries to follow it. So our preference is now that we're executing before announcing and so it'll become evident what we're doing.

But really most of the places want proven medical outcomes and they are not just looking for a medical ingredient, which is essentially what it’s classified in. And so I think a lot of the work we're doing is thoughtful and the trial design that that result and the methodologies would be, at least on an expedited basis, able to be introduced into the other geographies as evidenced.

So, we're liking Europe a lot, we like the fact that the payee is often the government and the population seems to be somewhere in that sort of 400 million to 500 million, depends who you want to roll in, including the UK right now. We've been quite busy there.

Bruce, you mentioned that your SKUs obtained I think 30% of listings in physical stores nationwide.

30% of the currently in stock inventory nationwide.

Sure. So meaning as of yesterday or?

Well, as we've been sort of running up, it sort of hovered 25% to 30%, but yeah, what our expectation was that, people might take things away from the medical world, push everything into the [rec] [ph] world, as it sells out, they don't have things for either market. That was not our strategy.

We wanted to be like a sustaining winning race rather than a flash out of the gate.

Yeah. My question was more -- there was a limited number of stores operational, even today.

So I find it would be probably a little bit more helpful if you can talk maybe about your market share in Ontario, the largest market in October, how you fared?

Yeah. So when we looked at it, we really had to be polite about the prior plan, which was to have almost no stores, call it 35 of them, population of 7 million people where there's over, I think, 800 liquor stores.

So when you're in the sector, you say that's a good idea, because it's improper to say it's a bad idea to the government. It was a bad idea.

When they then said we're flipping, we’re going to have the private sector create a lot of stores, that actually is a good idea. But in the interim, where it's a website where you can’t actually affect anything other than, you put it up and somebody buys and they saw was it the right stuff, did they make a good decision, is shipping going to be reasonable?

We've been pretty up the curve on Ontario. I think the first place the OCS came to learn about cannabis was the Canopy Store in our business I should say at Smiths Falls.

And it was our view that if they were successful in selling on the web, they would be unsuccessful in fulfilling, because it is a very different business, B2C than it is B2B. It took us four years to ship 1 million packages and they will have to ship a 1 million packages in 30 days probably.

So we didn't push the OCS. We supported them, but it's -- where our push has been is where the physical stores are.

So it's been a very intentional and will continue to add to what they have there, but it hasn't been our biggest priority to have the most product and push on Ontario. I think physical stores like Alberta, Quebec for sure, New Brunswick, Newfoundland, those jurisdictions have been where we pushed as hard as we could.

And if you’d have to pick a market share that you think you've achieved so far in direct market, can you give us some sort of order of magnitude for us to work with?

Well, we're not -- so we've gone 30 days of launch where there were almost no stores as we've discussed. There were only websites in some places.

What we're looking at is how do we sustain our delivery, how do we differentiate our products and how do we migrate people from buying Bud to buying format so that actually make us all more margin. And I think when you look at that over the 90 day period of Q3 for us and over the fiscal balance of the year to the end of March, we know we’ve stated our goal is that we'd be disappointed if we had a 30 share, but we're working for that as the minimum and I don't think we're in a spot where we have the limited resources of cannabis or the limited formats.

So I think we're going to be durable and get there and so that's the revenue opportunity.

And just finally, is there any – do you have any bottlenecks internally that could prevent you to attain these numbers at this point?

Sure. Every day, there is a different bottleneck, but I would suggest that they're more less of an issue, so things like applying those damn excise stickers was a bottleneck because they didn't want to apply to certain things and we were running short runs which meant we couldn't put as many packages through, but I would say with our engineering and operations team, we feel like we're actually getting, moving and maybe the mental image is watching, we talk internally about watching the races, where are you saying bull would always win, but he didn't start off leading because he had to get the momentum going.

We feel we're in a bit more like that mode, but moving around bottlenecks, that’s where we have internal resources to run all of these things and not outsource. And so it feels like we're in very good shape to deliver the product, fill all the orders, have all the formats.

It's feeling like a very solid position.

From a high level perspective, I'm going through my model and I'm hard-pressed to find a quarter over the last four years where your revenues declined sequentially. Yet, the first quarter where you're ramping into, adult use which I appreciate having waves and whatever lots of – had hits and starts as the market transitions, like I'm hard pressed to understand like how you guys posted a 10% sequential decline in revenue.

So help us understand that please.

Sure. So really there was no product shipped.

Functionally what we're doing was stress testing the system at our request with all the provinces so they can actually make sure their bar codes match with our -- their scanners matches ours, but really there was, call it, no revenue shipped to the provinces. But with all the hubbub around it, what we saw was a bit of a distraction we think in our medical customers and a couple of hiccups in terms of getting the normal run rate to Germany in terms of permitted exports and the product approvals and things getting across.

So I’d attribute half of the decline to just not a normal course Germany and a little bit of a pause with the medical people. Now that said, once rec happens, I think we're going to see an uptick in truthful conversations at doctors' offices because before rec was available, if you said to your doc, don't really like the side effects of my RA medication, they might look over their glasses at you and wonder if you just wanted to party.

Now, you have that choice and we have a doctor discussion. I think, people are going to be more transparent.

So we'll see over the next couple of quarters, but I think you’re going to see a strengthening of the medical business and Germany, I think, we're now back on normal track. So yeah, it is the first time in our history that I'm aware of where we actually had a slowdown, but I think it was more of a distraction than a pattern.

Okay. And then the follow up with that please, given your commentary on consensus and despite the fact that we are materially below consensus you came in, below both our estimates and the streets, so I think it would be prudent for you guys to comment on the cadence of the revenues for the back half of the year please?

Yeah. I think most, we’re expecting that the provinces will be taking product in a material way and as we look across the entire sector, the provinces were not ready to take product and then it became urgent and it remains urgent on the product shipping.

So when we look at it, I think the other way to open it, as I said, you are early on the anticipated volume, but I don't think you're materially wrong on and I can't comment on every individual, but as we look across the general group on what the year could look like for our fiscal. And so, we really, I think, we're starting to slide into the model as you're thinking about it.

We tried to signal on September 27 that we were not shipping to provinces other than stress testing I think was the exact phrase we used. So, now, it's prank time and it's feeling like the provinces are starting to get their momentum as well.

So you touched on it previously, but with the Constellation deal closed now, could you just elaborate on your capital allocation plans, how you plan on putting that 5 billion to work and how you measure return on the capital?

Sure. So, we've been going through with our new board and with Constellation.

We have a roster of elements we might wish to acquire, none of which are producers in Canada, but there are a number of technologies that we think make sense that are out there on a global basis. So that [indiscernible] mix of cash and shares would probably nibble up close to $1 billion of things that we look at and I’m not saying we're pulling the trigger on all of them.

We're also building out a capacity to have a bottling line, which is now finalized and designed and site preparations have commenced. So we think beverages will be a formatted product that makes sense of the regulations of Canada.

There is no certainty but we think that could be a be ready for Q4 calendar 2019. So that adds up a little chunk and then what we're trying to do is be ready as one of the callers talked about the crank in Europe is significant, but hemp in the US could be sooner than you think.

And so we're going to have some dry powder ready to go rather than reacting and looking for capital and structuring that we will be instantly in. And so that build out, we’ll use it all, but the first building, we certainly have a plan on.

And I don't know if Tim wants to comment more. We certainly looked at our models and we've become a lot more disciplined in NPV in the way we structure our acquisitions.

And from a money management perspective, it's been quite remarkable to cast that wish to. Being a money manager, and I don't know if you want to speak to that Tim or further comment.

It's certainly the kind of the transactions we’re looking at the future. These are cash generating businesses or fifth strategic niches or needs that we have in the company so that they have earned themselves to more traditional ways of value these things as opposed to some of the M&A activity in the first couple of years of this industry where there was an unknown future, unpredictable cash flows.

So there's a lot more rigor around the ability to valuate these investments and they’re actually traditional valuation models to make sure that we're covering the cost of capital and generating good returns, but most importantly, adding to the strategic needs that they need to build at this business.

So we've started to see companies locking in retail leases in Ontario, despite ongoing policy uncertainty. Have you made any headway on figuring out your strategy that could get you into the Ontario retail market?

How do you sort of see that playing out?

Yeah. So the rules haven't been printed yet.

Really, it's going to come down to certain definitions. We would be quite fine with the locations, which we have under, I'll call it, control that they became franchises that maybe they're operated by others, but the carrier brand, because really for us, retail does give you a little bit of torque, but you have to sell into the warehouse for the province and then out to retail.

But data is critical, what's moving, what's not moving, what are the points of education that are causing an upsell. So we do want -- we want to be able to have access to data as our primary driver and we think we have a lot to trade in that process.

We do expect to have somewhere between 1 and 4 licenses granted to us if it's based on license projection sites we have for in the province.

I guess it sounds like you're prepared to sort of map some pretty big resources to the US. You're probably one of them most people expect, but hopefully, the passing the Farm Bill.

I guess just how big do you see the CBD market increase, because it seems to be exploding here, mostly anecdotal, but I’m just sort of curious the map behind your intent to probably take a big move to the US. And I'm also wondering as you think about building brands and products around CBD in the US that there’s a natural extension to recreational cannabis or medical cannabis down the road once we have the appropriate federal guidelines in the US.

Yes. So it's a bit of a touchy one to answer because we're still with our weekly updates on what's going on with GR, it's hot, it's cold, it's hot, it's cold, but right now, the indications are Farm Bill is hot.

CBD I think, as an ingredient, can be very disruptive across everything from anti-inflammatory scenario, so whether it's sports drinks to other scenarios of that nature to, I will call it, anxiety modification or management. And it's going to come down to who gets the data to get the branded product that actually works and I think we're doing a very good job on that and I believe we have a leadership position on that.

How big is the market? Is it going to be fragmented?

Will they allow interstate commerce with CBD? What's going to happen with all the adjacent THC rights?

So the definition I have as it has 0.3% or less THC, well, do you think about how many hundreds of thousands of kilograms of CBD are going to be extracted from hemp, multiply that by 0.3 and you end up with a lot of THC. Well, we have the right to use, THC and scientific endeavors.

So there's a whole bunch of adjacent elements to that whole hemp discussion and we haven't actually factored in any of the utilization related to disrupting and things like that to offset somebody else's business, maybe, it's a saleable product, but the segment can be huge. The form factor, what you feed into an extractor as hemp is just really not a whole lot different than marijuana for THC.

So I think you'll see a value of moving early and getting really good extraction as preparatory step. So you may see overspend to be extremely well positioned, but I don't think that'll be unrewarded.

Second question is sort of how you think about sort of second half calendar year ’19 and the legalization of edibles and content that you expect sort of the smoother launch or share expectations, et cetera. And then on to that, just sort of any updates I guess on your work with cannabis infused beverages in terms of onset duration, you’ve had some success there and I guess how you think about the market opportunity for induced beverages beyond the dispensary because at least a mistake, you have brand products, but it remains a rather niche market and you wonder if it's just sort of trapped in the dispensary was really hard to justify I think for a lot of retailers to keep shut, but your thoughts I guess on the small basket of questions will be appreciated?

So, I think the two parts were what about injectables, because I don't think it's going to be just edibles in the second half 2019. I believe no matter which government is in power, their objective will be to remain consistent which is they're not going to hold back this program, because it's going to be about diminishing criminal returns and the returns on [indiscernible] are very good.

So I'm reasonably confident they will for sure stay due course on that launch and then it will be questions as to what evidence do you have of efficacy, safety, et cetera. Our governors in every province or state are the liquor authorities and I think if you come to Canada, you'll find that they principally sell beverages which are shelf stable and nothing else, so their comfort with that form factor is going to be very high.

The second part though is, yes, we have been working on bioavailability flavorings and we have worked with Constellation on branding, analytics of who wants what when, there's been a lot of work on beverages and the fact that they have any share in most of the US markets surprises me because mostly what we focused on was what's wrong with the products that exist, which is takes too long to onset, has too much in it for duration and generally isn't a particularly appealing beverage in terms of coloration or flavor because a lot of masking agents. And I think our researchers have done a good job and I think Green Star, which was a Constellation division spent money well to look at where we need to hit.

And when I left our facility on Monday, we were clearing and preparing the site where the bottom line will be and it has a scheduled construction that. I hope will let stay on and see the sort of complete sometime in May as far as the actual structural building.

So I think we're lining up the governance model, the product and the production. Stuff could go wrong, but I don't think anyone else is in the same space, thought process or position at all as we are.

I was just wondering, can you please elaborate on the strategy in terms of meeting and keeping up with growing demand in medical markets domestically and internationally on top of how you characterize it as sprint in the recreational market, how the company looks to stay ahead of the curve on all three of those.

So we're running, Tim, correct me if I'm wrong, I think we're at about 4.3 million square feet of approved production assets, which do include the capacity to extract and things of that nature. And we have about another 1.7 million-ish square feet that we think is ready for and generally should be approved almost, some of the buildings are still small portions and say New Brunswick or Newfoundland are at that stage, what we're talking 100,000 or 200,000, 300,000 square feet of that.

And so we have, in our ops curve, our commitment to medical patients was that if you're a patient on July 1, when it was announced, we’ll always have the product for you. So what we map out is what does the market look like for medical, what's the form factor for medical which is shifting as you can see in our price point to increasingly gels and then our production up in Denmark and some of the products that we have been harvested down in Spain, we're focusing on how do they meet GMP or GAP practices so that they could actually begin supplementing our domestic production in Canada for product markets in Europe.

And so that combination sort of looks like it works quite well to get through the target revenues that we have. So it does need to work, but it's not all new to us and the practices that we put in in places like Spain and Denmark bore quite a lot from what we've learned over 4, 5 years running greenhouses as the first operator in Canada.

So it feels like it's going to work, it's going to come down form factor, but the shift to oil seems to be quite steady.

So first, I appreciate your strategy on focusing on brick and mortar stores versus e-commerce, but I'm having a hard time reconciling that commentary with the continued inventory build when a province like Quebec is so tight on supply that they're closing their doors 3 days a week. So help me square that.

So I think if you look at Quebec and who's showing up with the product, we're increasing our position and what we're fulfilling. So I wouldn't necessarily attribute their absence of product to us and increasingly not.

So the first province in which we put our job caps was Quebec. We think that if they open and they keep scarcely happening in our products there, it's going to do quite well.

It's not a perfect great word, everything's not balanced yet. It's a 6 month window, but that's the sort of shift, we're doing it and I think they'll have a time where they start opening their doors more and that the products they have represent more and more of us and Quebec is Exhibit A why we actually chose to put our jobs there first.

Okay. That seems reasonable.

And then just as a follow up, pivoting to Ontario, you've got an e-commerce model only for the next like 5 or 6 months. So help me think through why that province in particular, given how large it is doesn't deserve a different strategy?

Well, I think as you get to that -- as you get further out, you will see more and more of our product there, because I think you're going to find that there's less and less of others and that we support them more and more, but we're going to have more and more stores open, right. I don't think the objective of Alberta’s 17 stores is a lot more.

So it's going to be constantly a bottleneck balancing act. The initial order from Ontario was quite small and our subsequent order was quite large and there were bottlenecks for them in that a truck can arrive, but maybe it doesn't get up to the store for 7 or 8 or 10 days.

So those things are all being worked through. You will see more of our product there, but we're talking about the first 30 days out of the gate.

And our view is that people will buy what's ever there, there will be no limit – there will be no opportunity to inform them. It's going to sell out from most others and then we sustain ourselves is going to actually reward us with the top line growth that we want over the 3 months and 6 months, not the first 30 days.

So just keep an eye on that site, it is as hard as it is to search stuff, like if you've been on that website as much as we have there are probably 100 things you'd like to fix on that website, but I bet they fix them and I bet we shop more.

Two follow ups for me. Your gross margin, I think, came in around 28% and it was much lower than what we were looking for.

I was wondering when can we expect things to improve on the production cost side. You're getting bigger scale, you're growing greenhouse which should be lower costs, at some point, at what point do you -- does your gross margin move up towards the 60%, 70% percent where it was at some point?

I think what you're seeing that during the quarter, we went from a 2.3 million to 4.3 million square feet of license space and during that time, there was still a lot of under-utilized capacity. So once -- we guess we’re now up to 4.3 million square feet after the most recent license upgrade in October.

So you’re going to see more utilization. We’ve got approximately 4.4 million square feet of greenhouse space between [indiscernible].

Once those are fully producing, you’re going to see higher utilization at that space and cost of production. So what we're seeing is a period of transition, getting these facilities ready to produce and so those costs are pushing through right now in the P&L, but those will be behind us.

And I can’t remember, when you think about all the additional licenses granted, that was exciting and good news. What it meant though is much of it had to be turned into a clone factory.

Now the clones are everywhere, they’re propagating out at those locations and we convert back into the primary purpose for the Smiths Falls facility, but you also get the yield of the other one. And so in this past quarter, you saw quite a lot of that going on.

So if I hear you well, Q3 should -- we should see a nice improvement on your gross margin line.

Yeah. It starts improving and then you start having -- at the initial point of racking Canada, provinces are screaming, get me product, which means that you don't necessarily optimize cost, you try to make sure you get them products or sometimes you might have to put on a plane, sometimes you're running a lot of overtime but we’re finding that craziness for the first 30 days is now starting to become a predictable, more reasonable model and we can actually start and really look at how we run the business versus how we satisfy the end of prohibition and I think you'll find that as we go through the quarter even.

We really sort of walking down on that.

And my last question is, you had a marketing campaign, a national campaign with your high logo, wondering, do you have any data point you could share in terms of brand awareness or clicks that would help us understand a little bit how much traction your brand is getting.

Yeah. I don't have that right at my fingertips, but we're talking about it because in major markets, up until the night of the 16, we ran really effective pop-ups, meaning, engagement and community, billboards and systems that put Tweed front of mind further.

And then we had to take them down and we did not receive a letter from House candidates to say that we were not in compliance because we actually took things down around them properly. Now if you go to a social event where it's perhaps in a bar which is 19 and over, you will see a stage back of my Tweed and you'll see bathroom posters where it's in those little steel frames and so we're staying in compliance and we're actually seeing quite good traffic and engagement, particularly on social media where people are posting up, but I don't have the exact click through data.

I'll make sure for the next call I do.

I think we've covered everything off and I will get now to explaining it to on CNBC and CNN and other locations in New York. So thank you for your time everybody.