The Cannabist Co Hldg

Good day and thank you for standing by. Welcome to the Cannabis Company Q4 and full year 2024 earnings conference call. At this time, all participants are in a listen-only mode. After the speaker's presentation, there will be a question and answer session. To ask a question during this session, you will need to press star 1-1 on your telephone. You will then hear an automated message advising you your hand is raised. To withdraw your question, please press star 1-1 again. Please be advised that today's conference is being recorded. would now like to turn the conference over to your speaker today, Leanne Evans. Please go ahead, ma'am.

Good morning, and thank you for joining the Cannabis Company's fourth quarter and full year 2024 earnings conference call. With me today are Chief Executive Officer David Hart, President Jesse Shannon, and Chief Financial Officer Derek Watson. Earlier this morning, we issued a press release reporting our fourth quarter and full year 2024 results. A copy of this release is available on the Investors section of our corporate website, where you will also be able to access a replay of this call for up to 30 days. Certain remarks we make today regarding future expectations, plans, and prospects for the company constitute forward-looking statements within the meaning of applicable Canadian and U.S. securities laws. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, which we disclose in more detail in the Risk Factors section of our annual Form 10-K, The year ended December 31, 2024. Any forward-looking statements represent our views as of today and should not be relied upon as representing our views as of any subsequent date. While we may update any such forward-looking statements in the future, we specifically disclaim any obligation to do so, except as otherwise required by applicable law. Also, please note that on today's call, we will refer to certain non-GAAP financial measures, such as EBITDA and adjusted EBITDA. These measures do not have any standardized meaning prescribed by GAAP and may not be comparable to similar measures presented by other companies. The cannabis company considers certain non-GAAP measures to be meaningful indicators of the performance of its business in addition to, but not as a substitute for, our GAAP results. A reconciliation of such non-GAAP financial measures to their nearest comparable GAAP measure is included in our press release issued earlier today. With that, I will turn the call over to David Hart to get us started. David?

Thank you, Leigh, and thank you to everyone who has joined us on the call today. A year ago, when Jesse and I were appointed as the new leadership of the company, we set about to build a better business to affect change in the organization and improve our financial stability by achieving a more sustainable economic model. As we looked ahead to what will be required, we committed that the company would look materially different by the end of 2024. While we are not yet finished with the turnaround, we are a very different company today. Throughout 2024, We made structural changes to the business and put into place a number of key initiatives to optimize our retail and cultivation assets, including monetizing assets that were not efficient in our portfolio, rooting out supply chain inefficiencies, capitalizing on adult use adoption in markets like Ohio, and continuing to improve our capital structure to advance our ability to grow responsibly over time. We made significant changes in our operating footprint. We divested assets in Utah, Florida, Eastern Virginia, and Arizona. We closed underperforming locations in Colorado, Washington, D.C., and Boston, Massachusetts, and we restructured our New York operations. In November, we announced the closing of the sale of 14 retail locations and two cultivation facilities in Florida, which were loss-making for our portfolio. We are still in the process of closing the transactions for one additional facility and the remaining license in Florida. Upon close of those transactions in Florida and finalization of the exit of Washington, D.C., we will be operational in 12 markets. We had 59 active retail locations at year-end compared to 73 active retail locations at the end of the third quarter and 86 at the end of 2023. On the operational side, we restructured our wholesale business and engaged in a number of brand partnerships with third-party products. We adopted new internal processes, changed reporting lines, and attacked supply chain inefficiencies. With asset divestitures and several rounds of corporate restructuring, we were also able to substantially reduce corporate overhead. During 2024, we reduced overall headcount by more than 20%, resulting in approximately $23 million in annualized savings. As a result of these efforts, adjusted EBITDA on an apples-to-apples basis for the 12 remaining markets was essentially flat year-over-year, despite the challenging pricing environment. At this time, we are currently at the midpoint of our eight-quarter restructuring plan. We are pleased to report that as of the end of February, we are seeing positive developments Key accomplishments include the reorganization of operational leadership and associated KPIs, the implementation of improved purchasing and pricing standard operating procedures, and the ongoing rationalization of the product portfolio with a 50% to 60% reduction in product categories and SKUs. On to the balance sheet. Recognizing the need for a comprehensive approach to balance sheet management in the current market environment, on February 27th, we announced an agreement to extend the maturities of our senior secured debt until December 2028, with options to extend through 2029. With 70% support from our node orders, we are confident that this process will be completed, and we are anticipating it closing in the first half of this year. This transaction provides one way for us to focus on the optimization of our business as we complete the vestiges, continue to cut costs, and improve the operational and financial profile of the company. While a number of these initiatives took longer to complete than initially expected, we made excellent progress over the course of 2024 and we are carrying momentum into 2025. Our operational focus in 2025 is simplification across all areas of the business. This encompasses geographic footprint, corporate structure, and go-to-market strategy. In February of this year, we closed three underperforming locations in Colorado, bringing us to 56 active dispensaries to date. These initiatives are expected to deliver improved gross margins and cash flow throughout 2025. Liquidity management remains of paramount importance and is a central focus for 2025. In addition to the previously announced cost reduction efforts throughout 2024, we're implementing another cost reduction that will deliver over $5 million in annualized cost savings. This represents over 10% of our fourth quarter corporate expense run rate. Additional cost reductions are planned throughout 2025 as we complete all pending divestitures. We anticipate a shift in focus from simplification to operational optimization leading into 2026. We continue to operate in a challenging environment with uncertainty of timing of rescheduling, ongoing pricing pressures in key markets, and challenged liquidity across the sector. However, the cannabis industry, fueled by patients and customers, continues to demonstrate growth. Industry sales were up 9% year over year, and we continue to see states transition to adult use while others adopt or enhance medical programs. Despite the uncertainty at the federal level, this industry is here to stay. As equity valuations have come under pressure, it is incumbent on us to focus on where we can be most impactful, to optimize our portfolio, product assortments and processes, and to streamline our go-to-market strategies. Our mandate in 2025 is to continue to simplify our business, maintain liquidity, improve margins, and drive cash flow generation, putting us in a position to succeed in 2026 and beyond. With that, let me turn the call over to Jesse to discuss our operational results and initiatives in more detail. Jesse?

Thanks, David. Picking up where we just left off, we are continuing our mission to simplify our business. As we've demonstrated, we are getting out of any product, asset, or geography that is no longer strategically advantageous for us. And the fun part, we're pouring our energy into going from good to great on everything else. We are hyper-focused on what customers want, when they enter our stores, and we are aggressively changing our assortment of first- and third-party brands to meet our customers' needs with fresh flour, the appropriate brand assortment, varying tax levels, and the right pricing. We're seeing some great flour out of our grows and impressive manufactured products from our facilities. Still, opportunities remain for us to improve throughout the portfolio and to be more nimble in our pricing architecture. As part of the simplification overhaul, we have completed a systematic analysis of brands and SKUs in every market. We know that we cannot and should not try to be everything for everyone. So you will see us continue to narrow our assortment to ensure the highest productivity of shelf space, improved inventory turns, and expanding margins. Managing fewer SKUs also creates additional efficiencies at the store level and in back of house operations, such as reduced staffing costs as we zero in on labor schedules based on changing transaction volume. Our efforts to continuously improve our operations, rationalize our footprint, root out inefficiencies, and implement process improvements continue. And I'm pleased to note that we're seeing positive results. Our top five markets by revenue in alphabetic order were Colorado, Maryland, New Jersey, Ohio, and Virginia. On an EBITDA basis, again, alphabetically, they were Maryland, New Jersey, New York, Ohio, and Virginia. As I mentioned last quarter, the New York market has been moving up in the ranks. And in Q4, that market had the largest dollar increase in EBITDA versus the prior quarter. Ohio has continued to demonstrate growth from the adult use transition, and as it was disclosed in the 10-K for the full year, it was the third largest market on a revenue basis behind Colorado and Virginia. On the brand front, we're seeing great success with the effects-based edible Drempt, which first launched in Maryland. We've grown our partnership with Old Pal and are bringing Ric Flair drip to new markets. We will continue to evaluate brand partnerships and lean in or out where it is most strategic. So, in summary, over the next few quarters, you should expect to see us to continue to make progress in what we've been working towards this past year, focusing relentlessly on positioning ourselves with the most optimal footprint in the best markets with the right products and brand assortment with further optimization and efficiencies to materialize in 2025. With that, let me turn the call over to Derek.

Thank you, Jesse, and good morning, everyone. I'll provide a summary of the key financial results for the fourth quarter and full year 2024, discuss trends in our markets, and comment on our continuing initiatives to improve profitability and cash flow. For the fourth quarter, we achieved $96 million in revenue, a decrease of 16% from the third quarter, primarily as a result of asset sales, including Florida operations in Q4 and the sale of Eastern Virginia and Arizona businesses in Q3. As we also saw in the third quarter, the vestiges and other related actions have created some noise in our reported results. For the full year, revenue decreased 11% to $459 million as our asset base has been proactively reduced. For the full year, adjusted gross margin remained flat at 38%. Adjusted EBITDA in Q4 was $7 million, down from 14.8 in Q3. Adjusted EBITDA margin decreased 200 basis points to 12% for the full year in 2024. The sequential contraction in adjusted EBITDA and margin is also a result of the sale of our higher margin businesses in Virginia and Arizona, which both closed in the third quarter. Our loss-making Florida operations continue to be a drag on adjusted EBITDA and Q4, with the sale of 14 stores and two cultivation sites closing in November, and with the full completion of our market exit there still pending, with a license and single cultivation site both in the process of being sold. For an apples-to-apples comparison, we'll discuss the pro forma results of the 12 remaining markets at year end, i.e. excluding the pending divestitures in Florida and in Washington, D.C., as we complete our exits in those two markets. For the 12 recurring markets, we saw gross margin of 37% and adjusted EBITDA margin of 9% in the fourth quarter, an improvement over the reported results. Compared to Q4 of 2023, These recurring 12 markets demonstrated a 200 basis points improvement in both gross margin and adjusted EBITDA margin, with adjusted EBITDA up more than 20% over the same period in Q4 2023. In the fourth quarter, wholesale revenue decreased 20% sequentially, including the impact from our divested markets in eastern Virginia and Arizona, and represented 16% of total revenue in the quarter, compared to 17% in Q3 and 15% in Q2. The overhang from unabsorbed overhead and underutilized production facilities remained flat at a 4.1 percentage point impact on gross margin, down from the 5 percentage point impact we experienced during 2023. As David mentioned, through several rounds of restructuring action, we've achieved $23 million in annualized cost savings during 2024, and we're expecting additional measures in 2025. As our geographic footprint is reduced further and our business is simplified, we'll continue to make commensurate adjustments to reduce spending. In the fourth quarter, we achieved positive operating cash flow of $4.3 million and free cash flow of $2.1 million. CapEx in the quarter was $1.7 million. As before, we continue to expect CapEx over the longer term to average around $2 to $3 million per quarter, primarily supporting new store openings and enhancements to our manufacturing capabilities. As mentioned, we finished the year with 59 active retail locations compared to 73 active locations at the end of the third quarter. In December, we opened our third location in New Jersey, which is currently medical only until we received regulatory approval to add adult use sales. We're driving ahead developing our sixth location in Virginia and three locations in Ohio in order to reach our maximum license caps in each of these states. We ended the fourth quarter with $33.6 million in cash, up from $31.5 million at the end of Q3, inclusive of a $9 million senior debt interest payment and $2.5 million in divestiture proceeds during the quarter. Lastly, a comment on 280E and the related tax impact. As we've previously discussed, if 280E were no longer applied our current annual income tax liability, exclude any tax obligations associated with divestitures, would be expected to decrease by around $30 million. In mid-October, we submitted an amended tax return and refund claim associated with 280E for our 2020 tax year to the sum of $5 million. This is fully reserved for in our year-end financial statements, and we'll continue to assess the benefits of filing additional amended tax returns for later tax years. As David and Jesse have highlighted, our key financial priorities are liquidity management, rationalizing our operational footprint, and executing on initiatives to improve margins and cash flow. We expect continued noise in our results until the vestiges are fully complete and are subject to the timing of certain regulatory outcomes, such as adult use in Delaware, our New Jersey location flipping to adult use, and the enhanced adult use regulations in Ohio. As such, we're anticipating a high single-digit revenue decline sequentially in Q1, a reflection of the comparison to Q4 with divestitures having been completed during the quarter and the additional store closures in Q1 that David mentioned. We anticipate improvements in adjusted EBITDA dollars and margins as we move through 2025 and continue to pursue adjusted EBITDA margins above 20% over the longer term. With that, I will turn the call back to David for final comments. David?

Thank you, Derek. As I've said before, we're in the midst of simplifying our business to focus on core markets that will drive profitability and help to create a sustainable economic model going forward. Consistent with 2024, we are focused in 2025 on what is in our control, managing liquidity, closing on the announced debt agreement by mid-year, completing divestitures, and driving operational efficiencies in our core portfolio. We'll now take your questions. Operator, please open the line.

Thank you. As a reminder, to ask a question, please press star 1-1 on your telephone and wait for your name to be announced. To withdraw your question, please press star 1-1 again. One moment for our first question. Our first question is going to come from the line of Aaron Gray with AGP. Your line is open. Please go ahead.

Hi, good morning, and thank you for the questions. I know you guys have had a busy and a lot of things going on since we last spoke. So I want to kind of touch high level on a few things there. You know, you mentioned the eight-quarter development plan kind of at the midpoint now. Obviously, you've done a lot of things over the past four quarters. As we look ahead to 2025, you've talked about a lot of things on the call. Just what are some key KPIs that we should be looking out for over the next four quarters? It sounds like the 20% margin is more of a longer-term target, but still expect enhancement there after the first quarter. So, just wanted to get a better sense of some KPIs to be looking out for as you go to the second half of the eight-quarter plan. Thanks.

Hey, Aaron. This is David. Good morning. You know, I'll start and then I'll hand it over to Derek. I think from a KPI perspective, you're right. We mentioned that this is, you know, we're in the sort of the middle of the eight-quarter process here. And I think, you know, from an operational perspective, we have fewer markets to focus on as a leadership team, as an organization. So I think you should see improvements at the state level, which shows up in some of the metrics that we report on a quarterly basis. But ultimately, it should translate into through the simplification. So you're going to see fewer brands, fewer SKUs on shelf and available in the wholesale market for us. And you're going to see a continued cost reduction initiative throughout the balance of 25. So from my perspective, we're looking at, we define it as simplification. It's really about focusing on the markets that really drive our business right now, and you can, you know, we don't go market by market, but you can see where a significant amount of the gross profit and EBITDA is being generated from a number of markets in our portfolio. It's finding ways to improve those metrics in the markets that have, you know, organic growth like Ohio or Virginia and New York, and obviously capitalizing on adult use opportunities that continue to show up in Ohio and ultimately with a new store in New Jersey, and a full market convergent to adult use in Delaware at some point in 2025. But, Derek, I'll hand it over to you as well.

Great. Thanks, David. And good morning, Aaron. So, yeah, we're not providing specific guidance, but to your point on what we should expect, we obviously had a lot of noise in the last two quarters with the impact of the divestitures. And as we mentioned on the remarks, Florida was a loss-making market for us that we've now exited. So just getting out of a loss-making market like Florida for us will drive some improvements. The operational rationalization and simplification that both David and Jesse mentioned is also going to help us from a margin perspective, as well as the divestitures. And that's why we've mentioned going through 2025, we should be looking at a an improved margin profile. And just to help with some of the noise, that's partly why we talked about the 12 remaining markets and the impact of that rather than the reported results, just to help you unpack where we're actually starting from before we go on that upward trajectory.

Okay, that's helpful, Collar. I appreciate that. The second one for me, just on New York, that was called out as an outperformer. Can you speak to some of the expectations there? You know, first, can you just verify that you've already deployed most of the CapEx in that market, so you have a lot of ability to grow, I believe, from the facility that you have there. And then just secondly, how you plan to expand. You know, I believe New York's a very – there's a lot of need to get in on the ground floor and get in front of store owners to expand, you know, the wholesale brand because it seems like it's more of a wholesale play. So just your expectations for the New York market and how you're looking to execute and continue to build out on that. Thank you.

Aaron, this is David. I'll start and give it to Jesse. But yes, we've got the assets in place to execute in New York. As we mentioned, we had lease expirations for two of our dispensaries. We have an ongoing search process to find two viable locations. We were approved to convert our Brooklyn store to adult use. We've not cut the check to convert that store at this time. We are focused primarily on the wholesale opportunity, which I'll let Jesse elaborate on. Jesse?

Yeah, thanks, David. Hey, Aaron. So look, wholesale is definitely the focus. The team's in place. We put in place a number of sort of increased SOPs and expectations on wholesale coming through Q4 and into this quarter. I think we're really happy with what we're seeing right now with the team as far as what the increase in penetration looks like at an account level across the state. We think there's a really exciting opportunity for us, especially on the flower side, to continue sort of a logical expansion of the Riverhead facility, putting more plants in, getting more sort of good quality flower into the marketplace. There seems to be continued demand for that and expansion of that opportunity. So as that market continues to grow, I think we're well positioned to grow with it. And like we mentioned in the remarks, I mean, we've already seen some solid growth there for us as a business. Still lots to grow into, though. So I think the expansion for us in that facility is easier than in other areas, and we can continue to see success there.

Okay, great. Appreciate the call, and then I'll go ahead and jump back into the queue.

Thank you. And as a reminder, if you would like to ask a question at this time, please press star 1-1. And our next question will be from the line of Matt Bottomley with Canaccord Genuity. Your line is open. Please go ahead.

Good morning, everyone. I just wanted to touch on some of your comments regarding 280E. You know, there's a small theme on the back of some of the earnings that already have happened that when we're looking at, you know, especially for the years 2020 and before. So in 2020, I guess the return would be filed, you know, mid to late 2021. and there's sort of that three-year window that would have elapsed at the end of last year. So if there is a cash refund for that year, or just your assessment in general, would that year be closed off from any reassessment? So from the fiscal year 2020 and before, given this three-year window for the reassessment, or is it more complicated than I'm led to believe?

Yeah, so Derek, I'll take that one. You're right on the timing. So you've got three years from the date of filing the original return to get an amended return in, which is why we filed our 2020 return in October 2021, and we had three years to complete the amendment, which we did by October of 2024. The IRS then has theoretically three years to process that, dispute that. So there's a three-year clock and another three-year clock. I think file forwarding to what that means for subsequent years. So then our 2021 return that was filed in 22 has a three-year, so we would anticipate filing that amendment later this year as well as we consider the benefits of that 280-year amendment on all previous years.

Got it. So just so I understand, so the clock sort of resets when you amend the return for another three-year window for the reassessment on the IRS side?

That's correct, yeah.

Okay. Sorry if that was a little more housekeeping. I guess the other question I had was more specifically to Colorado. So a couple of store closures subsequent to period end. I don't know if there's really a market there from a disposition standpoint, but given that it's not in your top five market on profitability and some of your other comments on some of the other markets like Ohio and Delaware, we'll obviously be investing into growth. Can you just comment on where Colorado is strategically for you? Are you fine if it's you know, if the stores that remain are more kind of steady state, or is this something where, you know, the capital, even if break-even or time and effort in that market isn't, you know, isn't as useful just given where your turnaround initiatives are?

Yeah, this is David. I'll take that one. Then I hand it over to Jesse for more on-the-ground feedback. I would say strategically, look, it's a big business for us just from a facility count perspective, from a revenue perspective. We've done a lot, and we've said this before, but We've done a lot over the last two and a half years to optimize that business and continue to make the tough decisions when we need to through lease expirations. We obviously look to see if there's, you know, there's a buyer for a potential facility. And if there isn't, you know, we face a lease expiration, we move on. But we've done a lot to right-size that business. You're correct. It doesn't look, it's not going to look like a limited license medical program market on the East Coast for sure. And, you know, I think scale matters in that market. And there are a few players, including us, that do have scale. It's still a billion one, billion two top line market. So it's still a big market, generally speaking. And so I think it's just about efficiency in that marketplace and being very thoughtful about any capital deployment in the market. I think we've done a really good job over the last and I'll let Jesse speak to it. over the last four or five quarters to really improve the retail performance in that market through a number of initiatives by the retail leadership team. But I think it's a business that just fundamentally looks different than some of the operations and some of the opportunities we have on the East Coast that are new markets, growing medical programs or newly converted adult use markets, but it's still a big business. I do think there's consolidation opportunities likely in Colorado. You continue to see licenses fall away on the cultivation side. So, you know, I think we continue to see potentially a supply-demand rebalancing take place. It doesn't happen overnight, but I do think scale matters in a market like Colorado, which we're one of the handful. But, Jesse, I'll hand it over to you for some of the on-the-ground data points you might want to share.

yeah look i think david i think david touched a lot of the important things but what i would say about colorado is it's pretty well published right we know what we're dealing with in that market there's an enormous amount of maturity a lot of data density that we can sort of base decisions off of i think everyone understands it's it's some of the cheapest legal weed in the country right i think headset had it reported at somewhere around four dollars and fifty cents a gram in q4 That market has seemed to stabilize a bit, and we think that the sort of the commodity pricing in that market is probably going to start to creep up a little bit from that stabilization point. There's capacity that continues to come offline from small and large operators across the state. We continue to see a contraction of some of the retail footprint, not only for ourselves, right, but for others. All of these things to me feel like it's rationalizing the supply side of the market a bit. And I think that's going to help to ultimately not only stabilize pricing, but probably create opportunities for getting premium on high-end manufactured product, high-end premium flour, even in the mid-category, where I don't think we're going to see as much of a flood of products, fresh flour testing between, let's say, 18% and 24% in the market. I do believe that there's an opportunity for Colorado to continue to see some growth for us operationally as we continue to become more efficient in back of house. And as we rationalize the retail footprint, that allows us to really lean in and drive discipline through the operations on the remaining stores. So Colorado, big business for us, and obviously a bit different than some of the other markets that we operate across the country with regards to the margin profile there. But we still see opportunities for getting better in the state.

Appreciate that. And if I can, just one other quick one, just so I understand from a cadence perspective, going forward into 2025 on a more consolidated cash flow basis. So solid cash flow operationally and free cash flow for Q4, your all-in year was still an outflow of $28, $29 million, it looks like. Obviously, a lot going on, particularly in Q3 and in the earlier parts of the year. But I know you're not going to give guidance on it, but just into 2025, kind of your exits you know, where you exited particularly in the last three months of the year going into, I know it's seasonally slower in Q1. If there's any commentary we can get on sort of the volatility expected on both operating and free cash flow.

Derek, I'll let you take that one. Sure, happy to.

So you're right. We had a strong fourth quarter positive operating cash flow of 4.3 million and free cash flow as well that was positive. Even though Q1 is a low season operationally, Q4 is also a relatively low season for us operationally. So the momentum we're looking for going forward does reflect getting past the noise from the divestitures. You mentioned there was a busy year that we've had behind us with the restructuring, the cost savings, the divestitures to simplify the footprint. So we're looking for 25 to be an improvement once we get past that noise. And again, as mentioned, the simplification and the operational improvement supporting that as well. So Q2 is typically a higher seasonal operational performance than Q1 and Q3 even higher. So that seasonality impact you mentioned will help us as well.

Okay. Thanks for all the time, guys.

Thank you. Thank you everyone for joining. This will conclude today's question and answer session. Ladies and gentlemen, this will also conclude today's conference call. Thank you for participating and you may now disconnect. Everyone have a great day.