This conference call transcript was computer generated and almost certianly contains errors. This transcript is provided for information purposes only.EarningsCall, LLC makes no representation about the accuracy of the aforementioned transcript, and you are cautioned not to place undue reliance on the information provided by the transcript.
spk04: Good morning. My name is Katrina and I will be your conference operator today. At this time, I would like to welcome everyone to a Courage Holdings third quarter 2021 earnings conference call. All lines have been placed on mute to prevent any background noise. After the speaker's remarks, there will be a question and answer session. If you would like to ask a question during the session, please press star followed by the number one on your telephone keypad. If you would like to withdraw your question, press the pound key. I will now turn the call over to Steve Gertz, Chief Financial Officer.
spk03: Good morning, everyone, and welcome to the Acreage Holdings third quarter conference call. Joining me today is Peter Caldini, our Chief Executive Officer. Today's call will be archived on our investor relations website at investors.acreageholdings.com. Before we begin, I would like to remind listeners that today's call contains forward-looking statements subject to various risks, uncertainties, and other factors that could cause actual results to differ materially from those forward-looking statements. Any such information and statements should be taken in conjunction with cautionary statements in our press releases and risk factors discussions in our public filings found on CDER and EDGAR, as well as our investor websites. Any forward-looking statements reflect management's expectations as of today's date, and we assume no obligation to update them other than as may be required by applicable securities law. I will now turn the call over to Peter. Thank you, Steve, and good morning, everyone. We are very happy with the progress we've made throughout 2021. Since the implementation of our three key strategic priorities that I outlined at the beginning of the year, which are driving profitability, strengthening our balance sheet, and accelerating growth in our core markets, we have successfully executed on these deliverables each quarter. We are confident that with this refocused strategy, we will continue to improve our financial performance, and I'm extremely proud to share that we once again delivered solid results for the quarter. Q3 2021 was the third consecutive quarter we delivered positive adjusted EBITDA. In addition, revenue once again saw strong growth with a 52% increase over Q3 2020 and a sequential increase of 9% compared to last quarter. During the quarter, we further strengthened our position with a definitive agreement for the sale of our remaining Oregon assets. The operations in Oregon had a negative impact on both our revenue growth and bottom line, and we're utilizing management resources. By exiting Oregon, we eliminate this drag on our financials and allows us to divert valuable management time and efforts to our core markets. We announced in August that two of our medical cannabis dispensaries were rebranded to The Botanist in Connecticut, where we have a market leader position in retail. The Botanist offers premier patient experiences, including a full suite of cannabis-derived products, a loyalty program, private consultation rooms, as well as educational cannabis events and community engagement. By rebranding these locations, we continue to build on the strong brand awareness that Botanist has established while also optimizing resources and developing best practices across multiple states, which will further facilitate operational cost efficiencies. This has been a significant initiative for Acreage, and I'm pleased with the progress. To this point, we have converted our retail dispensaries to the botanist in all our states, with the exception of Illinois and Maine, which we plan to do in 2022. In our New Jersey market, where we own and operate three dispensaries, we recently announced completion of an expansion at our Egg Harbor cultivation facility, which increases its cultivation output fourfold. This expansion will allow us to support and supply all the retail products required for our own dispensaries while also enabling us to increase our wholesale market business in the rapidly growing New Jersey market. We believe that with our current footprint and expansion projects, we are well positioned to be a leader in New Jersey as soon as adult new sales commence. In New York, we are preparing for the introduction of adult use and intend to increase our retail presence beyond our four current dispensary locations by actively identifying additional locations in key areas of the state. The expansion of our cultivation facility in Syracuse continues, and we anticipate its completion by the end of Q2 next year. Looking at Illinois, The cultivation expansion we completed in Q2 2021 has been performing well, and as a result, we saw increased wholesale revenue in the state, which contributed to our sequential increase in revenue. We also launched our new premium brand Superflux at the end of the second quarter, which targets the high value cannabis connoisseur by celebrating the craft of cannabis with live resin vapes and concentrates. The brand saw strong initial performance and was introduced to the Ohio market during the third quarter. We have further plans to roll Superflux out in additional states in the coming months. In Pennsylvania, we have continued to see strong demand for our high-quality premium products, and we are exploring the opportunity to further increase our capacity in the future to meet this continuously growing demand. Our operations in Maine continue to perform well. And during the quarter, we converted two more dispensary locations to adult use, bringing the total to three adult use dispensaries in the state. These store conversions have further expanded our market-leading position in Maine. The construction of our Edibles Kitchen and Lemons for Massachusetts is now complete, and we are rolling out a wide assortment of edible products that will hit the shelves in Q4. In Massachusetts, we're also exploring opportunities to expand both our retail presence and cultivation capacity in this highly attractive state. And lastly, in early October, we announced the closing of our acquisition from Greenleaf Group of Companies of their Ohio operations, where they are a market leader in the state. The acquisition provides us with cultivation, processing, and retail operations in the rapidly growing Ohio market. The assets include a 70,000-square-foot cultivation and processing facility located on eight acres of land, allowing for future expansion opportunities, as well as five operational dispensaries branded The Botanist located in Anchorin, Canton, Cleveland, Columbus, and Wycliffe. These five retail operations have an estimated retail market share of approximately 20%. The operations we've acquired were already performing well in the Ohio market and produce a wide range of high quality cannabis products, including edibles, vapes, concentrates, tinctures, capsules, and flour. These products are sold both directly through the botanist retail dispensaries, as well as through wholesale channels to approximately 70% of the medical cannabis dispensaries currently operating in Ohio. These high quality assets will significantly strengthen our footprint and establish a vertically integrated leading market position in the state of Ohio for acreage. And the acquisition is immediately accretive to our earnings. With the cannabis industry regulations changing rapidly, we are growing our key positions in states such as New York, New Jersey, and Connecticut, which have all recently legalized adult use cannabis. We anticipate that upon commencement of adult new sales in these markets, we will be in a strong position to capitalize on their significant growth potential. We also continue to be encouraged by the progress we are seeing for cannabis reform across various other states. 2021 has been a great year for acreage thus far. We have executed on a significant number of initiatives as part of our refocus strategy while also consistently delivering improved financial results. We've established a strong footprint across several key markets, which has positioned us to have a strong leading position in our core states. We believe with this focus, we will continue to achieve sequential improvements on our adjusted EBITDA over the coming quarters. Additionally, we will further accelerate growth through new dispensary openings, cultivation expansion projects, And we will also explore creative acquisitions if we see a strong opportunity. Lastly, I would like to finish by thanking our team. Their tireless efforts and hard work over the last year is why we are in a strong position today. They bring an immense amount of passion and creativity to their roles, with everyone striving to provide the best experiences for our patients and customers. With this fantastic team and our premier base of assets established, we are excited and motivated about what lies ahead in 2022, and I look forward to speaking to you again next quarter. I will now turn the call over to Steve to discuss the financial results in more detail before we open the call to questions. Thank you, Peter, and good morning to everyone again. Revenue for the third quarter of 2021 was $48.2 million. a 16.4 million or 52% increase compared to the third quarter of 2020, as well as a sequential increase of 9% compared to the second quarter of 2021. Our growth in revenue for the quarter when compared to the third quarter of 2020 was largely due to strong organic growth and aided by the consolidation and conversion of retail locations to adult use in Maine in addition to our wholesale operations in California. This growth was offset by divestitures and closures of assets in non-core markets, as well as decreases in revenue in the Oregon assets, which are being held for eventual sale. Excluding these acquisitions, divestitures and closures, as well as the impact of revenue declines in the Oregon operations, revenue increased by 42% in the current quarter, as compared to the third quarter of 2020. Retail revenue increased 29% for the quarter compared to the third quarter of 2020 and was driven primarily by increased demand and production across states, new store openings since the third quarter of 2020, and the consolidation of several main dispensary locations and their conversion to adult use sales. Retail revenue was negatively impacted by declines in the non-core state of Oregon and the sale of our Florida operations. Sequentially, retail revenue for the current quarter improved by 2.4 million or 8% compared to the second quarter of 2021. Wholesale revenue increased by 119% for the quarter compared to the third quarter of 2020. Due to our increases in cultivation capacity, as well as the maturing operations in our Pennsylvania, Massachusetts, and Illinois cultivation facilities, resulting in higher yields and improved product mix in each of these respective markets. Additionally, our wholesale operations in California contributed to an increase in wholesale revenue in the quarter. Sequentially, wholesale revenue for the current quarter improved by 1.5 million, or 10%, compared to the second quarter of 2021. Gross profit for the quarter was 23.8 million, an increase of 10.3 million, or 77%, compared to the third quarter of 2020. Revenue growth and cost efficiencies achieved at our production facilities drove the increase in gross profit. While wholesale cost of goods saw some increases, this was tempered by production efficiencies. Gross profit continues to benefit from the vertical integration of our operations as a greater portion of the products sold at our retail dispensaries is sourced internally from our own production and processing operations. Gross profit generated from this internally produced product includes both the wholesale and retail margins, and does not contain the external wholesale margin that would be paid if we sourced the same product from external vendors. Gross margin during the quarter was 49.4%, which was a 690 basis point improvement compared to the third quarter of 2020. Gross margin, however, was down sequentially from the second quarter of 2021. A lack of internally produced high-quality flour in some of our states required us to purchase third-party product, which generated a lower margin. Additionally, we increased staffing in preparation for the completion of the expansion of our Egg Harbor cultivation in New Jersey and the opening of our Edibles Kitchen in Lemon Street, Massachusetts, which increased our cost of goods sold to the near term. Finally, the timing of the fulfillment of high-margin wholesale orders had a negative impact on margins during the current quarter. Total operating expenses for the quarter were $30.3 million, a decrease of $21.8 million, or 42%, from the third quarter of 2020. Year-over-year increases in compensation and depreciation expenses as a result of the expanded operations were more than offset by reduced administrative costs and stock-based compensation expenses coupled with no asset write-offs and legal settlements in the current quarter. Additionally, total operating expenses for the current quarter included a $2.3 million provision for the capital assets of the Sewell, New Jersey location, net of the expected insurance recoveries that were damaged by Hurricane Ida. Consolidated EBITDA during the quarter was a loss of $1.3 million. A significant improvement compared to the EBITDA loss of $38.3 million in the third quarter of 2020. Adjusted EBITDA, which excludes impairments, equity-based compensation expense, and unusual items that are not expected to recur in future periods of $6.5 million for the current quarter. Also a significant improvement compared to the adjusted EBITDA loss of $6.9 million in the third quarter of 2020. Adjusted EBITDA from core operations, which excludes markets where the company has entered into definitive agreements to exit, and startup ventures, such as beverages and CBD, with $7.5 million for the current quarter, indicating that the company's core markets are still being negatively impacted by its non-core operations. Lastly, net loss attributable to acreage for the quarter was $12.3 million, a $28.3 million improvement compared to the third quarter of 2020. Revenue growth, gross margin improvements, and operating expense reductions all contributed to the net income improvements and were somewhat offset by increases in depreciation and amortization expenses and the Sewell asset write-off, and finally, interest charges. I would also like to note that our managed entities generated net sales of $16.1 million during the quarter, a small decrease of $900,000 compared to the third quarter of 2020, driven primarily by same-store sales growth offset by the acquisition and consolidation of various entities. Closing with our balance sheet, we ended the quarter with $29.5 million in cash and restricted cash on hand. We also completed steps to improve our balance sheet in the future as, during the quarter, We entered a definitive agreement to divest assets in Oregon for a total consideration of $6.5 million, including a $250,000 cash payment at the sign of signing and a 10-month promissory note. We have vastly improved our financial profile over 2021 with a strengthened cash position, and we will continue to evaluate further opportunities in the market for additional sources of capital at attractive rates and terms. Keeping a strong balance sheet remains a priority for the company and will allow us to further accelerate growth in our core markets while maintaining flexibility to act on attractive opportunities that may arise in this rapidly evolving industry. That concludes our prepared marks. With that, I will now have the operator open the line for questions. Operator, please go ahead.
spk04: As a reminder, If you have a question at this time, please press the star, then the number one key on your telephone keypad. If your question has been answered or you wish to remove yourself from the key, please press the pound key. We have our first question from Vivian Azor with Calvin. Your line is open.
spk05: Hi, thank you. Good morning.
spk03: Hey, good morning, Julian. Good morning.
spk05: So I wanted to double back on your average ticket evolution. You know, obviously the comps are very, very tough as we cycle COVID. That's not unique to you guys at all. But as I look at the average check growth, that does seem to continue to be under a little bit of pressure. And I'm just curious how much of an impact Oregon had on that and whether you can comment on what the underlying trends would be ex-Oregon. Thank you.
spk03: Yeah, Oregon's quite significant. We've seen, as we talked about, some quite large revenue declines in the Oregon operations. That'll affect us for a little while longer until that transaction to sell that business closes, but it is taking us down. That accounts for a lot of the average ticket size decline. but we have seen some decline in other markets. In particular, in Illinois, we've seen a decline really from last year as a result of different application of tax rates. We're seeing higher tax rates applied to some of our products. The gross revenue that we're receiving is consistent, but on a net basis, we're seeing that come down somewhat because of changes like that. But the biggest impact is Oregon.
spk05: Got it. Thank you for that, Collar. And then my follow-up is on gross margin. I heard you guys loud and clear on the drivers of the sequential degradation, but I also noted the term near-term. Are we to infer then that some of the gross margin headwinds that you experienced in the third quarter will persist at a minimum into the fourth quarter?
spk03: Yeah, you know, there were really two main reasons for the decline in gross margin. The first one was we had some shortness of supply, so we had to go procure product on a wholesale market. We think that we're getting out of that problem. We're getting more supply come on stream, particularly in New Jersey. So that problem will continue for a little bit, but should go away. On top of that, we've ramped up operations in advance of the expansion in Egg Harbor, New Jersey, and the opening of our kitchen, producing edibles and lemon stir mascusics. Both of those are now open but going through a ramp-up period, so that'll produce a little bit of strain on gross profit until they get up to full production.
spk05: Understood. Thank you very much for the caller.
spk04: And our next question is from Aaron Gray with Alliance Global. Your line is open.
spk00: Hi, good morning, and thank you for the questions. Good morning. Good morning. First question for me, just want to take a look at the Pennsylvania market. We guys are currently just wholesale, don't have the retail presence there today. Just given commentary from some of your peers and what we're seeing in the third-party data and some near-term kind of slowdown in the marketplace, I'm curious, too, how you're kind of viewing the market. Some of your peers are looking to get more involved on the retail side to be able to insulate themselves by some price and pressure. Sure. Curious whether or not you're seeing some pressure within the market and how you're looking to compete in today's market potentially longer term if it does become more competitive.
spk03: Thank you. Pennsylvania is an interesting market. It's going through some good growth, but there is competition there. Our positioning in the market is to be at the high end. So we've got a very premium product, great quality, great consistency, high THC levels. So I don't think we're being as impacted as much as others might be if they're playing in the lower tiers in the mass product segment of it. We continue to believe that's the place for us to play. That'll insulate us somewhat from pricing pressures because as long as we can produce a good quality product that's in high demand, we'll be able to get a premium price for it. It's an interesting market for us. We've got a great position. We're selling out every ounce of product that we're able to produce. We'd love to have more product available in that market given the demand that we've got. So it's a market we're looking at for potential growth. It could be an expansion in that marketplace if the situation and the analysis proves that that makes sense for us. It's probably on the wholesale and on the cultivation side. we'd look at retail assets in that market as well. But I would say that's secondary to the wholesale capability, given the strength that we've already got in that space. Hey, just Aaron, just to add a little bit more color to that. I mean, as Steve said, we have a very strong business in that state, and we do operate in the premium segment. And what really is holding us back in that market is just the amount of capacity we have. So that's why we're going to be looking at potentially expanding that. You know, as we look at inorganic growth opportunities, we could look at some potential opportunities in Pennsylvania if it makes sense to add some retail. But we're very happy with what we have in terms of our business, and we see opportunities continue to grow organically.
spk00: Okay, great. Thanks for that, Colin. That kind of leads right into my next question in terms of, you know, kind of CapEx and planned expenditures. So some of your peers have been using debt more recently to bring on more capital. You know, you mentioned, you know, kind of supply constraints within Pennsylvania and looking to expand in other markets. So when you look at your guys' CapEx and what you're looking to spend this year and then next year. Can you talk about any plans to bring on additional capital? You now have been able to profit over the past four quarters, so hopefully that gives you some more leverage to utilize other methods to bring it on via debt or something else. So any color there in terms of capital and CapEx would be helpful.
spk03: Yeah, no, I think with the improved focus of the company and the improved financial performance, that opens up a lot more opportunities for financing than we had available to us this time last year. We're exploring a number of those opportunities. Nothing's been finalized, nothing that I can comment on, but we're confident that additional capital, if needed for the business, will be available to support the growth plans. And we're exploring every option that's available. I would say the focus right now is probably on the debt side rather than the equity side. You know, the markets are down. I don't want to do dilutive financing on the equity side right now. So I think any capital raise we do do right now would be focused on the debt.
spk00: All right. Thank you very much. I'll jump back in with you.
spk04: And our next question is from Matt Bottomley with Cannaverge Vanuity. Your line is open.
spk01: Yeah, good morning. Thanks again for all the questions here. Just more of maybe a procedural question here outside of the fundamentals of the business, but just with many of your peers now over the last number of quarters and years have started to consolidate in more of these managed service revenues and the revenue lines. the sector a little more clean in terms of investors being able to line them up. So can you just remind us sort of what's left in terms of catalysts or levers for you to continue to put those sort of managed revenues into your IFRS top line? Does Ohio closing get impacted by that? Any sort of color on how that reporting will look over the next little while here?
spk03: The biggest managed service entity that we've got is Ohio. We completed the acquisition of the Ohio operations on October 1st. So beginning in the fourth quarter of this year, our IFRS results will include the consolidation of Ohio. That's significant given the presence of those Ohio operations and the position that they have in the states. So we're very encouraged and happy to be able to do that. That leaves us with a much smaller managed service business. We've got a cultivation facility and a medicinal dispensary in Maine that we're working on getting approvals and getting the transactions done to finally consolidate the rest of those operations. That leaves small operations in New Hampshire. that we're really looking at and working with the current owners of it that probably doesn't fit within our framework. So that's probably one that we will not look to consolidate in the future and one that we will continue to support, but in a diminished capacity.
spk01: Great, appreciate it. And just one more question for me, staying on that topic of Ohio. Any sort of color on your relative positioning? I think, you know, relative to most of your markets, it's probably your strongest one in terms of where you'd be ranked, if I had to assume. But obviously, you sort of capped out on retail for all the players in there. By population, it should kind of be as attractive almost as a Pennsylvania position. but just the regulations don't allow for that much scaling. So just your view on your ability to do that, whether it's through wholesale or other initiatives, if that market continues to grow, given that that region doesn't seem to get talked about as much as some other eastern states.
spk03: Yeah. Yeah, so as you mentioned, we're currently capped out in terms of the number of dispensaries that are very high-performing dispensaries. You know, we estimate a market share around 20%. So we're clearly one of the leaders in that state and tremendous capabilities there. We see a significant wholesale opportunity as we mentioned previously during prepared remarks. We just built out our cultivation and processing facility. And we're just starting to ramp up the wholesale market there. We also have significant space in that area that we can easily build on top of that to continue to meet the demands in the market as the Ohio market continues to evolve.
spk01: Okay. Thanks, guys.
spk04: Once again, if you would like to ask a question, please press star, then the number one key on your telephone keypad. Our next question is with Glenn Mattson from Lautenberg Bauman. Your line is open.
spk02: Hi. Yeah, thanks for taking the question. Building just on that Ohio, just curious about the margins were down, it seems, sequentially. The numbers aren't that big yet, so a million dollars here, that makes a big difference in margins. But can you just give us a sense of what's going on there? Maybe it was partly due to the build out of the cultivation or something, but just some color there would be great.
spk03: I would say the margins for all of our managed service entities were off a little bit for this quarter. I think that's consistent with some of the other operations and what we're seeing in the industry. Ohio itself, margins were down a little bit. I don't attribute that to anything long-term. I think it was just some of the ramp-up associated with the increased production capacity that we've got there. You know, the expansion was completed earlier this year. A new product went into the ground in the middle of the summer. So it's just a bit of the teething associated with the ramp-up there.
spk02: Okay, great. Thanks. You probably touched on it, but I might have missed it jumping from one call to another, but the flooded facility in New Jersey, can you just give a sense of where you are in terms of getting past that issue? Generally speaking, can you give a sense of what your time thesis is on adult rec in New Jersey and
spk03: uh what it could mean for you guys in terms of growth next year between that plus uh flower new york with those two this seems like two of the bigger drivers for you guys next year just some some some sense of impact there thanks yeah so uh you know as you as you indicated we did have um some destruction um with our school facility uh in new jersey because of uh hurricane ida um we it was a setback for us but we do expect to have that facility up and running and complete that project by the end of 2022. I think that will give us significant cultivation capacity. As you know, we just completed our Egg Harbor facility about a month ago. So I think we're all prepared for the adult use market, which we expect to happen at the end of Q1 next year. And I think we'll have existing three operating dispensaries that take advantage from uh dispensary standpoint then we also have the uh the cultivation coming online uh so i think we're very well positioned we see a tremendous opportunity in that market as it relates to new york i i think that's also another one of our core markets in the wall position there we do see uh potential growth in the fourth quarter and beyond um and we continue to build out our capabilities as i mentioned that we're going to be completing our cultivation facility project by the end of Q2 next year. Great. Thanks for the call.
spk04: I am showing no further questions at this time. I would now like to turn the conference back to Mr. Peter Caldini.
spk03: Thank you, everyone, for listening to today's call. We look forward to continuing to update you on the progress as we close out the year and really as we enter the next phase of growth. So thank you very much for joining today.
spk04: Ladies and gentlemen, this concludes today's conference. Thank you for your participation and have a wonderful day. You may all disconnect.
Disclaimer