Cresco Labs Inc

Good day and welcome to Cresco Labs' third quarter 2022 earnings conference call. All participants will be in listen-only mode. Should you need assistance, please signal the conference specialist by pressing the star key followed by zero. After today's presentation, there will be an opportunity to ask questions. To ask a question, you may press the star key, then one on your touch-tone phone. To withdraw your question, please press the pound key. Please note this event is being recorded. I would now like to turn the call over to Megan Kulick, SVP of Investor Relations for Cresco Labs. Please go ahead.

Thank you. Good morning and welcome to Cresco Labs' third quarter 2022 earnings conference call. On the call today, we have Chief Executive Officer and Co-Founder Charles Bechtel, Chief Financial Officer Dennis Oles, and Chief Commercial Officer Greg Butler, who will be available in the Q&A. Prior to this call, we issued our third quarter earnings press release, which has been filed on SADAR and is available on our Investor Relations website. The preliminary results for the third quarter of 2022 are provided prior to the completion of all internal and external reviews, and therefore are subject to adjustment until the filing of the company's quarterly financial statements. We plan to file our corresponding financial statements and MD&A for the quarter ended September 30th, 2022 on CDAR and EDGAR later this week. Certain statements made on today's call may contain forward-looking information within the meaning of the applicable Canadian securities legislation, as well as within the meaning of safe harbor provisions in the United States Private Securities Litigation Reform Act of 1995. These forward-looking statements may include estimates, projections, goals, forecasts, or assumptions that are based on current expectations and are not representative of historical facts or information. Such forward-looking statements represent the company's beliefs regarding future events, plans, or objectives which are inherently uncertain and are subject to a number of risks and uncertainties that may cause the company's actual results or performance to differ materially from forward-looking statements, including economic conditions and changes in applicable regulations. Additional information regarding the material factors and assumptions forming the basis of our forward-looking statements and risk factors can be found in our earnings press release and in Cresco Labs' filings on CDAR and with the Securities and Exchange Commission. Cresco Labs does not undertake any duty to publicly announce the results of any revisions to any of its forward-looking statements or to update or supplement any information provided on today's call. Please note that all financial information on today's call is presented in U.S. dollars and all interim financial information is unaudited. In addition, during today's conference call, Cresco Labs will refer to certain non-GAAP financial measures, such as adjusted EBITDA, adjusted gross profit, and adjusted gross margin, which do not have any standardized meaning prescribed by GAAP. Please refer to our earnings press release for the calculation of these measures and reconciliation to the most directly comparable measures calculated and presented in accordance with GAAP. These non-GAAP financial measures should not be considered superior to, as a substitute for, or as an alternative to, and should be considered only in conjunction with the GAAP financial measures presented in our financial statements. With that, I'll turn it over to Charlie.

Good morning, everyone, and thank you for joining us on the call today. We're at an exciting time for the cannabis industry and approaching a clear inflection point with new entrants, traditional industries, and legislators all taking a greater interest in cannabis. The federal government officially recognized that the current scheduling is out of date and out of step with American values. Further affirmed in last Tuesday's election, when two new states, both part of our pro forma footprint, voted to pass new adult use cannabis laws. At Cresco Labs, we're focused on creating a company built for leadership ahead of that inflection point, creating the muscles, the institutional knowledge, and the systems infrastructure to lead this emerging CPG category. We're building the most strategic geographic footprint and asset base paired with excellence across CPG brand building and traditional retailing. We're optimizing our assets, our margins and balance sheet to maximize shareholder value when federal reform occurs. On November 4th, we announced a meaningful step forward to closing the Columbia Care Acquisition by executing definitive agreements to divest assets in the states of Illinois, New York, and Massachusetts. This is a significant hurdle cleared in our mission to combine Cresco Labs with Columbia Care, which will expand our leadership position in today's premier cannabis markets and the growth states of tomorrow, combine our industry-leading branded products portfolio across a footprint reaching over 70% of eligible U.S. consumers, leverage our highly productive per-store retail model across one of the largest retail networks in the industry, and create diversification of revenue by geography and by channel. In short, we're creating a company built to effectively compete today and for industry leadership long term. Turning to the quarter, we're pleased to report solid results despite multiple industry headwinds. We generated $210 million in revenue. Per BDSA, we've maintained our industry position as the number one wholesaler of branded cannabis products, the number one selling branded portfolio products, and one of the most efficient retailers. This quarter, we took several actions to set us up for long-term improvement, including the closing of underperforming facilities and the liquidation of related inventory, which had a short-term negative impact on gross margin of about 340 basis points, which Dennis will talk about in detail. As a result, our adjusted gross margin was 47% and our adjusted EBITDA margin was 20%. I want to emphasize the actions we took were proactive to align our cost structure and optimize our operations ahead of the ColumbiaCare closing, and in furtherance of our commitment to improved margin growth in the coming quarters. Transitioning to the current US macro backdrop, simply put, it's challenging. But as I mentioned last quarter, cannabis is proving to be durable. Across our stores, shoppers continue to buy more cannabis with transaction and units both up 24 plus percent. In this environment, We're balancing managing the today while remaining focused on the big picture and the long game. We're building brands and improving our retail operations. We're preparing for the integration of ColumbiaCare to generate substantial future growth. And we are selectively deploying capital and strengthening our balance sheet to have the flexibility to respond to any regulatory structure we see ahead. Companies that can manage the current challenges most strategically and execute operationally will slingshot forward when the winds inevitably shift and cannabis achieves its potential of being a major U.S. consumer products category of the future. The playbook we launched in 2020 is working and will continue to deliver long term growth and shareholder value. Let's again review the three pillars of that playbook. Number one, We're developing the most strategic geographic footprint. The Columbia Care Deal fits perfectly into our playbook and accomplishes all of our goals. It creates arguably the highest value footprint in cannabis, access to 180 million Americans, all 10 of the 10 highest projected 2025 revenue states, and exposure to the largest industry growth drivers of the next few years. The acquisition will more than double our retail footprint, gives us the number one market share position in five markets, and optimizes our operational footprint across markets. We're targeting the end of Q1 2023 based on our projected timelines to get on the necessary state-level regulatory agendas, close the divestitures, and complete other standard closing processes. With the recently announced divestitures signed, We can now concentrate on our deals in other states and other potentially redundant assets, which we could elect to divest to optimize our footprint and balance sheet. We're still targeting about 300 million in total proceeds, and we'll provide more detail on those as soon as we can. Number two, we maintained our position as the number one branded product portfolio per BDSA. Again, in Q3, our net wholesale revenue was an industry-best $93 million. we had the industry's number one portfolio of branded products chosen by US cannabis consumers, including the number one portfolio of branded flour, number one portfolio of branded concentrates, number three portfolio of branded vapes, and a top five portfolio of branded edibles. Over the last few quarters, we've seen competitors prioritize their own products on their own shelves, which has had an outsized impact on us as the largest wholesaler. However, We've strengthened our capabilities in the face of this intensified verticality in ways that will serve us well as the industry matures. Our house of brands approach enables us to reach more consumers, and our Cresco brand has become the largest cannabis brand in the industry. Our high-low brand offerings have leveraged different category elasticities to not only enable growth in the value segment, with high supply being the largest value brand in the U.S., but also launching premium offerings consumers are willing to pay more for, like the successful expansion of Florical into new markets. Brands that connect with customers and provide value will be the winners when new third-party retailers open their doors as wholesale-based market structures like New York, New Jersey, Maryland, Virginia, and Illinois launch and expand. We're building the brands that command a high share of shelf, the growth markets of the future are built to reward strong brands and companies with branded distribution capabilities number three operating a highly productive retail network in the most strategic markets q3 retail revenue was 118 million dollars up 11 year-over-year the year-over-year growth was achieved despite increased competition and pricing pressure in pennsylvania Hurricane related store closures in Florida and more vertically driven price competition in Illinois. We opened three new stores in Florida during the quarter with more planned in Q4 and a robust store opening plan in both Florida and Pennsylvania in 2023. Along with our own internal store opening plan, the ColumbiaCare acquisition will more than double our retail footprint, giving us one of the widest retail footprints in the industry and ensuring our products get the share of shelf they deserve. As we've always said, we're focused on providing the best value proposition to the consumer. The evolution of this industry requires an ever-improving retail experience, including better value, to ensure that the growing legal dispensary network takes greater share of the total cannabis market. To that end, our team is doing an excellent job of maximizing the value of every trip for our customers, utilizing customer purchasing data, basket-building programs to generate more sales per trip, and establishing our loyalty program in Q4 will enable us to capture more than our fair share of retail revenues today and in the future. Before handing it over to Dennis, I want to thank the Cresco family for doing what they do in a challenging environment where expense control efforts are requiring us to do more with less. They continue to execute the base business at an incredibly high level they've become known for while planning for the future of this company and preparing to close and integrate ColumbiaCare. With that, I'll turn it over to Dennis to discuss Q3 results.

Thank you, Charlie, and good morning, everyone. In Q3, our team generated over $210 million in revenue. Retail revenue grew 11% year over year, driven by our ability to hold same-store sales and the addition of new stores in Florida and Pennsylvania. This shows the health and performance of our underlying base retail business, where we continue to perform better than our fair share in most markets. While sequential revenue dipped slightly, driven mainly by pricing pressures with some increased competition and weather-related store closures, overall demand for our products remained strong, with units sold at retail up 24% year-over-year. On the wholesale side, revenue was down about 7% year-over-year after adjusting for this strategic shift from third-party distribution in California implemented in Q4 of 21. Sequentially, wholesale revenue was down 2.7%, primarily related to increased verticalization amongst peers, while independent resale stores in Illinois have yet to open. Even with these challenges, we held the number one share of branded product sales in Pennsylvania, Illinois, Massachusetts, and overall markets tracked by BDSA. Looking ahead to Q4, without the benefit of new market growth contributors like New Jersey, we do expect a sequential decline in revenue due primarily to traditional seasonality and a continued focus on verticality by several of our peers. As we said after our Q2 call, this is temporary. We'll see growth in both the wholesale and retail channels in 2023, with several new store openings in Florida toward the end of Q4 and in Q1, and new store openings in Pennsylvania in 2023, and the opening of new independent retail doors in our home state of Illinois. Adding the expected close of the ColumbiaCare deal at the end of Q1, we're well positioned to have a strong 2023 and beyond with access to all of the largest industry growth catalysts. As Charlie mentioned earlier, we've been taking actions ahead of the ColumbiaCare acquisition to optimize our asset base, including shutting down underutilized, higher cost facilities over the last couple quarters. While winding down these facilities, we experience greater underutilization charges and higher costs associated with their closings that is then allocated to the product still being produced during the period. As those products sell through, they carry a higher cost of goods sold. We also refined our cost models in the quarter, which will give us more accurate real-time cost information going forward. This resulted in lowering the cost base of some of our inventory to net realizable value and other non-recurring, non-cash costs expensed in the quarter. All in, these actions resulted in approximately a 340 basis point drag on gross margin in the quarter. It's important to note that without these actions and their non-cash impact on accounting, our adjusted gross margin would have been closer to 51% instead of the 47% reported. While these actions contributed to a temporary decline in gross margin, they were the right thing to do for the business in the long term. Our long-term operating target of 50% gross margin is unchanged. In furtherance of our efforts to appropriately manage costs in the business, adjusted SG&A expense decreased by $3.6 million sequentially to $67 million for 32% of revenue. We expect a further decline in SG&A dollars in the fourth quarter. I want to highlight that the reduction in SG&A in the quarter was achieved despite a significant increase in lobbying and government affairs spending in the quarter As we leaned into the progress we are seeing in the DC and New York. Again, this shows we are prioritizing our spend toward long term business priorities, including driving legislative change to benefit our shareholders. We will continue to look at other ways to improve our long term competitiveness, rationalize our existing footprint, and improve our overall profitability and cash generation. Adjusted EBITDA for the third quarter was $42 million, representing a margin of 20%. Excluding the measures I've already highlighted, our adjusted EBITDA margin would have been approximately 23%, in line with the second quarter. Our near-term goal is for adjusted EBITDA margins in the mid-20% range. We are laser-focused on cash generation that's showed in the quarter. cash from operations was 26 million dollars up from the use of 7 million dollars in q2 in the quarter working capital contributed positively to operating cash flow reversing the working capital drag we saw in the first half of the year third quarter gross cap x was approximately 21 million dollars including 10 million dollars for new york year to date our capital expenditures include nearly 35 million dollars for the purchase of our new york real estate and the initial site construction. Looking forward, we expect our capital expenditures in Q4 to be approximately $15 to $20 million. We expect we are nearing the end of our substantial CapEx projects as the ColumbiaCare acquisition effectively replaces most of our future CapEx requirements, leading to a significantly improved free cash flow in the future. We ended the quarter with over $130 million of cash on the balance sheet, and we are comfortable with our existing cash position, the strategic financing available to us, and the expectations for proceeds from the invested assets. The recently announced Combs transaction includes $110 million in cash at close, and we continue to work for definitive agreements to sell the remaining assets required to close the ColumbiaCare transaction, as well as redundant assets in other markets. Cash from these divestitures will be used to de-lever the combined company. As we said in Q2, there has never been a better time in this industry when leadership, scale, and financial strength matter more. While we are facing unique headwinds, we see unprecedented opportunities for growth from regulatory change on the horizon, strong consumer demand, untapped efficiencies in production, and consolidation opportunities. As we look toward 2023 and the completion of the ColumbiaCare acquisition, We believe we are in a strong position to expand our leadership position, improving top line growth, profitability, cash flow, and shareholder returns. I'll pass it back to Charlie for some closing comments.

Thank you, Dennis. The future is bright for our industry and Cresco Labs. We're proactively managing through the unique macro pressures of today while making decisions for strength in the future. The outlook for US cannabis is stronger than ever, as we're clearly seeing it develop into the next major consumer products category in the United States. The industry is proving itself to be a new consumer staple and recession resistant. We continue to see progress at the state level as long-awaited regulatory catalysts in states like New Jersey, New York, and Illinois begin to unlock. Other new markets like Virginia, Maryland, and Missouri launch newly approved adult use programs. And election results in Pennsylvania increased the likelihood of future legislative change. And the tides are changing in D.C., with the likelihood of federal reform improving daily. We've never been closer to achieving reform than we are right now. We believe the midterm election results were favorable for action this year. It reinforces that now is the time to lean in, and we are. We'll keep leading these efforts on behalf of the industry because we understand it's the ultimate unlock of value for our stakeholders and for the industry at large. Operators continue to prove themselves resilient despite having one and a half hands tied behind our back with punitive tax provisions and limited access to capital. Imagine what we will accomplish when both hands are free. With that, I'll open the call for questions.

Thank you. If you would like to ask a question, please press star followed by one on your telephone keypad now. If you change your mind, please press star followed by the pound key. When preparing to ask a question, please ensure your device is unmuted locally. Our first question today comes from Aaron Gray from Alliance Global Partners. Your line is open.

Hi, good morning, and thank you for the question. First question for me, I want to talk a little bit about the verticality impact that you guys had, you know, in the quarter. You know, I just want to get more conscious of how much room we think there is to go. You said there might be continued impact in the fourth quarter. So kind of where do you kind of stand on that? I think it kind of continues on beyond 2022. And then, you know, exactly what markets you're seeing that impact in. You talked about Illinois, and I imagine PA is another. So, you know, if you talk about the markets and then what leverage you might have, talk about third-party stores in Illinois, your own stores in PA, so the markets impacted, what leverage you might have, and then, you know, what more we might have to go in terms of the impact of verticality. Thank you.

Sure. Thanks, Aaron, and good morning. You know, I think where we're seeing sort of the verticality express the most is in the states of Illinois and Pennsylvania. Pretty heavy MSO dominant states. And again, as we mentioned on our last call, a lot of it has to do with, you know, if you've got New Jersey as a growth driver in your asset base, then your existing markets, you can put more of your own brand across your own shelves and really drive greater margins in those markets that are experiencing price compression. So there's rational thought behind this. For us, we've always strived to be the second most prominent house of brands on our peers' shelves. That's going to continue to be the strategy. As additional independents open up, as we open up more of our own stores in Pennsylvania, that's where we see the opportunity not only to combat the verticality greater, but also achieve greater growth.

Okay, great, really appreciate that color. And then Charlie, I know you guys, you're on the campus round table. So just want to know, you know, what posts you might have, you know, post the election, you know, as we wait to see what might happen during the laying back session in terms of, you know, safe banking, how it might be shaping up, you know, if you might be hearing in terms of the process of that, you know, passing by the end of the year versus what might have heard prior to the election. Thank you.

Yeah, you know, as I mentioned in the remarks, I think, the midterm outcomes are favorable for achieving some reform this year. And so, you know, felt good about it going into the midterms. There was good momentum. You know, I think the legislators that are involved in leading the effort have definitely educated themselves further over the last couple of months. And I think that's the best scenario for our industry. I think the more that you learn about this, the more that you understand the importance of achieving some financial regulatory reform before the end of the year, as social equity licensees are trying to get operations off the ground in states like Illinois, New York, New Jersey, et cetera. Very important. Access to capital is a main gatekeeper to being able to see success in those areas. So I think the likelihood of success there is you know, is higher than it was before the midterms. And we've been optimistic for the last couple of months that we'll see some change. So that hasn't, we haven't deviated from that.

All right, great. Thank you very much for the call. And I'll jump back in the queue.

Thanks, Aaron. We now turn to Andrew Parthenew from Stiefel GMP. Your line is open.

Hi, good morning. Thanks for taking my question. Maybe just thinking about your footprint here, should we expect any other footprint optimization actions, any facilities that you want to right-size or inventory that you need to still sell through in Q4 going forward? In other words, do you expect that 340 basis point headwind to unwind and benefit in Q4? when ColumbiaCare closes, how is this going to work with your pro forma footprint? Do you think you're going to have all the assets that you want and none that you don't on day one? Or do you think you'll still need some time, months, quarters to work through that?

Good morning, Andrew, and thanks for the question. So, you know, I think One, for the actions that were taken already, as Dennis had mentioned on the call, that was primarily seen in Q3, and you won't see that impact in Q4. As far as continuing to evaluate and rationalize our footprint and the assets, I think that's something every company should be doing. I'm not even sector-related, I think, with where we find ourselves with the macro environment and political issues at play and also with our industry, what does happen here between now and the end of December could have a material impact on what the next couple of years look like in the space. So it's something that I think we have an obligation to continue to do is make sure that we have an optimized asset base and that we're well prepared to be as competitive as we possibly can be going forward.

Thanks for that. And just wondering if you could provide any updated thoughts on creating a pro forma footprint that's more heavily skewed towards the West Coast. Are you thinking there may be a trend reversal with respect to the challenging environment there? Is this more of a long-term brand building strategy or is there something else here?

No, I appreciate the question, and I think I might have forgotten to finish the last one. I do think we'll have the assets that we need upon closing to sort of meet our goals and our obligations as far as a closed combined co. You know, as we look at sort of the weighting of the footprint, I think you could look at the combined footprint as being West Coast leaning at the start. But really, you look at the growth markets, the reason that we did the deal, you're getting the New Jersey's, you're getting the Maryland's, You're optimizing New York. You've got the big unlocks and the big growth drivers tend to be on the East Coast. So the West Coast assets that will be coming along with the deal actually help optimize the businesses that we already have in those states, and we'll continue to rationalize and make sure that we're as competitive as we can be in those markets. And Greg, do you have an additional color?

As you say, I think just to answer your question on that, as we project forward, we don't see a lot of improvement necessarily in the industry trends in those markets. But to Charlie's point, our focus is how do we get margin and improve margin? And the team at ColumbiaCare have done a great job of starting that. And we think through cultivation expertise that we're bringing in, through improvements to quality of products in some of the states, we can find ways to optimize that pretty heavy revenue base they have in the West, but drive margin. So that's really our focus over the next couple of quarters.

Thank you very much for that. I'll get back in the queue.

Our next question comes from Owen Bennett from Jefferies. Your line is open.

Morning, gents. Hope all well. I first just wanted to ask about New York. So you recently began construction on your facility in Hudson Valley. I just wanted to get your latest thoughts on the rollout in New York. Bullishness still, especially given the latest developments of the social equity rollout and what's going on with illicit. And then how you're thinking about this new facility and the Columbia Care facility coexisting post deal. Thank you.

Yeah, thanks, Owen. So, yeah, you know, we continue to learn more about New York as the weeks and months go by. Hopefully, we'll learn even more about the future regulations before the end of the year. That's the expectation. As it relates to sort of the combined asset base, we're taking a very, what I would say, appropriate phased approach to the infrastructure that we're building there. ColumbiaCare has a great facility with a lot of canopy potential. already in their footprint and the facility that we're building out in Ellenville is It's there to sort of complete the whole picture. It's mainly a manufacturing phase one is mainly a manufacturing operation with some indoor and We think that'll make us really competitive when this market does get off the ground, you know recent updates there still have us, you know believing that a market will launch and around year end, you know, with small and continue to grow through 2023. And I think our footprint gives us the opportunity to bring the products that we make to market at the quality and consistency that that New York consumer is really going to demand. So, you know, we're still bullish on New York.

Great. Thanks, Charlie. I just have one follow up on California, which you may have kind of touched upon already when Greg said he doesn't think You're really seeing improvement. West Coast, but I mean, Pure Leaf said they think that pricing may be about to bottom out. Columbia Care comments yesterday looks like they've stabilized their business there somewhat. So I just wanted some more California specific comments on the dynamics and how that's evolving there. And I'm wondering if we do see stabilization into next year, will you start to lean into a bit more investment in California again?

Yeah, thanks, Owen. So yeah, I think the stabilization that's been mentioned by our peers is relatively accurate. You're starting to see stabilization out there, but we'll still have to rationalize investments and opportunities in California versus the incredible opportunities that we have in other places of that combined footprint. Again, when we're looking at the greatest return on invested capital, some of those new additions to our footprint are going to require us to lean in pretty heavy to take the share positions that we're accustomed to achieving in states where we get scale. So we're going to rationalize the footprint, and we'll see where that leads from there. Greg?

The only thing I'd add to that is, I think, Owen, to your point, there is some, I think if you look at the quarter-over-quarter trends, there is some stabilization of some of the price declines, particularly if you look year-over-year. Friends coming in my comment was more as we stay to the West, we're building our models around. Let's assume that we're not going to get it off top line growth. Because if you look at other states around called California, Colorado, Oregon, Washington, while we are pleased to see some stabilization pricing, there is still room for that pricing to go lower. If all of a sudden supply demand becomes unbalanced in future quarters. So instead of assuming we're going to get market growth by relying on the industry to give us revenue, ours is how do we improve the quality of those assets to drive margin as we go forward. So any investment, your earlier question that we'd make, would be investments in our facilities to focus on quality. But really to our next couple quarters here as we get to a pro forma company, it is about driving better margin out of the facilities we have.

Great. Thanks, James. Very helpful.

Thanks, Owen.

Our next question comes from Vivian Azza from Cohen. Your line is open.

Hi. Good morning. My first one is, I think, quick. Dennis, you mentioned the $3.6 million in SG&A savings in the quarter and suggested that there was further improvement to come in 4Q. Can you dimensionalize that a little bit? Thank you.

Yeah, thanks, Vivian. So yeah, we did recognize some additional savings in Q3 relative to Q2. Just as we're rationalizing our footprint, we're also rationalizing all of our costs. So a lot of the corporate costs that we're looking at and we're preparing ourselves for an eventual acquisition with ColumbiaCare. So we're trying to get proactive and looking at every single dollar that we're spending at a corporate level and within the regions from an SG&A standpoint. So we do expect to see some sequential drop in total SG&A costs from Q3 to Q4, and we'll continue to manage those costs effectively as we go forward. You know, post-merger, I think there's a lot of opportunities to continue to drive the SG&A leverage down even further, and we'll continue to, again, challenge ourselves to look at every dollar that we spend. Perfect. Thanks for that.

And then Charlie and Greg, lots of focus on the top line, understandably. And Charlie, I appreciate your optimism around growth in 23 in particular, given all the new door openings that you guys have slated, coupled with New York coming online. But if we kind of looked at things on an underlying basis for some of your kind of core, more established states, like, do you think that we can see like solid top line growth on a same store sales basis out of a market like Illinois or perhaps, I know you're wholesale waged in Pennsylvania, but similar question for Pennsylvania. Thanks.

So, you know, same store sales growth in mature markets needs to come from a couple of different areas, whether that's a greater demand increase, whether, you know, from a consumer standpoint and or ability to spend along with, potentially lower prices, making it more affordable for the consumer to buy. That said, I think we've got great locations in both of those markets, Illinois and Pennsylvania. As more product comes into the market, as more doors open up in the market, it could drive more demand in those markets, and that's where we would expect to see potentially same-store sales increase, but I think that has to be balanced with where do these new doors open. So if we have a significant number of new doors open around ours, we've seen negative impacts on some of our stores when a competitor opens up relatively across the street. So we're going to manage that to the best of our ability. And I would say overall, too, from a growth perspective in these markets, particularly Illinois, as those 185 doors start to open, again, depending on where they open and when they open, we'll see some opportunities, but we'll also see some risk. If the first handful or two of doors open up around our retail, in theory, that could have a greater impact on our retail revenue than it does on our wholesale revenue. But we do know looking long term, the 185 doors and the future ones that will open after that, of course, provide more wholesale upside potential than retail revenue risk does.

Understood. Thank you.

As a reminder, if you have any further questions, please press star 1 on your telephone keypad now. We now turn to Luke Hannan from Canaccord Genuity. Your line is open.

Thanks. Good morning, everyone. I just wanted to ask on the CapEx plans for next year. Charlie, how are you thinking about, you talked about you want to allocate capital based on where you think you can get the greatest return on invested capital. Broadly speaking and assuming the close of ColumbiaCare takes place at the end of Q1, how are you thinking about allocating those dollars over the course of next year?

Sure, I'll start it off and then I think Dennis will add some additional color. You know, we're going to, again, continue with our rationalization exercise that we're we currently have underway. And depending on when the transaction closes and also what happens in DC, there's some factors that impact the way that we're thinking about our CapEx plans for next year. We love the footprint that ColumbiaCare is bringing to the table, including the infrastructure. That does reduce significantly our original standalone CapEx plans that we would have as a standalone company. But we'll, again, prioritize return on invested capital. And I could see either the opportunity for margin improvement or growth at the top line to be where we'll deploy capital in 2023 and on.

Yeah, Luke, and then just to build on that, as Charlie noted, most of our large CapEx projects will be completed this year or early into next year. When we look at New York, the investments we're making in New York and our facility in Ellensville are nearing completion there. There will be a little bit of carryover into next year. And then again, the combined... footprint of our two companies eliminates a lot of the CapEx that we would need independently. So again, most of the large projects will be completed. The CapEx that we're looking at next year is really going to be around store openings, around automation, around improving our overall efficiencies within our cultivation and manufacturing facilities that we have currently. And then again, we'll continue to rationalize the combined footprint as well.

Got it. And Dennis, maybe this one's for you. What's the comfortable level of leverage that we should anticipate from the combined company going forward, assuming you're able to get the proceeds from the asset divestitures that you expect and so on?

Yeah, are you talking debt leverage or are you talking about leveraging from a margin perspective? Debt leverage, yep. Yeah, as we've talked about previously, we're going to use most of the proceeds that we're going to get from the divestitures to delever the company. So we expect that coming out of 2023, our net debt to equity ratio would be in the 1.5 range. And again, that's consistent with what we've said in the past. The proceeds that we're getting from the divestitures are in line with our previous expectations and what we've communicated. So everything is going according to plan at this point. Got it, thank you very much.

We now turn to Scott Fortone from Roth Capital Partners. Your line is open.

Yeah, good morning and thanks for the question. Can you just provide a little color on the health of the consumer Obviously, we're seeing a little pressure there and challenges and kind of the product volumes that you're driving. Are we seeing continuing trade down in consumption here? But just overall kind of expectation of kind of the consumer going forward and your product set to match the consumer demand there.

Yes, why don't I take this? Overall trends we're seeing is more consumers are buying more cannabis as unit volume continues to grow. And so our thesis as the consumer, one of the questions we usually get is, do we think this is a stable, durable good? The answer is we do. We see this is now part of the routine for consumers, which is why unit volumes continue to remain strong. And quite frankly, consumers are able to now get cannabis at a lower price than before as price compression is hitting. At the same time, we have a world of inflation. So It's a good value story for consumers. Your commoner shift down, we are seeing it from a consumer shifting down from more premium price to value price, which is why you're seeing the growth of value. We're very pleased with the strength of our house of brands. That's why we built our good, better, best strategy to ensure that we have the right offerings. So when consumers are looking to shift down, they have an offering that we can move to. And that's why we've seen success on high supply. But from an overall transaction, I think the piece that remains unique to cannabis that we're watching closely is we do have the illicit market that sits right by the legal market, which also is a price substitute. Today, it's hard to find out if consumers are shifting into that market. And by the unit growth we're seeing in our stores, we would say consumers are continuing to stay in the legal market. But obviously, that remains a price substitute for us.

Okay, I appreciate that color. And then real quick on Massachusetts, you've brought that facility fully online here. Can you provide a little bit of color or margin improvement you expect now with the facilities in place and kind of offsetting, obviously, the price pressure that's gone in Massachusetts? Just kind of help us understand the potential improvements there for you in Massachusetts.

Why don't I continue with that? In mass, our focus has been, as you mentioned, to improve the quality of cultivation coming out of our facilities. We have started to see improvements, but that does take some time to cycle through. And so we're starting to see some of our yields with higher potency, which will come to the market, which is so important, just given the quality of product that's on the market and the prices being charged. So that is an area of focus, which we get into Q4. you'll see from us is continued improvements in quality on our flour side, and then also continuing to really drive education across the market against our Cresco liquid live resin. The market still is a heavy distillate market, and our challenge and opportunity is to continue to drive awareness with store owners and shoppers around what makes a live resin superior to a distillate, which as we continue to do that, there's continued growth in the market for us to take share.

Got it. I appreciate it. And I'll jump back in the queue.

Thank you.

Thanks, Scott. We now turn to Glenn Mattson from Club Leidenberg. Your line is open.

Hi. Thanks for taking the question. I'm just thinking about even the adjusted gross margins being down a couple hundred basis points. Maybe you alluded to this already and I missed it, but I'm thinking about kind of the more profitable markets out there like Florida. And I'm wondering, is there Are you seeing a little bit of pressure in that? Can you characterize the Florida market for us? Thanks.

Yeah, thanks, Glenn. So, as we talked about, the margin impacts that we saw, the 340 basis points that we're talking about, really relate to activities in California and Arizona where we, again, rationalized some of our footprints and got proactive in taking actions around. As it relates to Florida, you know, again, just because of the vertical nature of that state, those margins typically do run a bit higher than we see in other markets. So while there's a lot of price pressures in Florida as there are in other markets, we're doing a lot of things to help offset some of that price pressures through automation and expanding our portfolio of products and so forth. So margins continue to be strong in Florida, and there's a little bit of price pressures, but again, nothing material.

Thank you. And can you give us any more color on the other asset sales in terms of the, you know, maybe the first batch to this one entity was that more low-hanging fruit and the other ones are going to be a little harder to get across the goal line? And do you think there'll be more like a large one-off transaction and, you know, just some color around how that process is going? Thanks.

Sorry, we chuckled in the room at the low-hanging fruit. I don't know that I would describe it as low-hanging fruit. You know, look, M&A in this industry is challenging. It's been a challenging year to do it. And I think what you see with that announcement is you see the strength of the Cresco and the ColumbiaCare teams in being able to get this deal across the finish line. So it's nice to have those three states, New York, Mass, and Illinois, taken care of. And, you know, we're working on the remainders. We're happy with where we're at with them. And we'll be providing updates on those as soon as we can. Thanks for the call. All right. Thanks, Glenn.

This concludes our Q&A and today's conference call. We'd like to thank you for your participation. You may now disconnect your lines.