4Front Ventures Corp

Good afternoon and welcome to the Forefront Ventures' fourth quarter and full year 2022 earnings conference call. Today's call is being recorded. At this time, all lines have been placed on mute to prevent any background noise. After the prepared remarks, there will be a question and answer session. As a reminder, during the course of this conference call, Forefront's management may make forward-looking statements that are based on current expectations and are subject to a number of risks and uncertainties. that may cause actual results to differ materially from expectations. These results are outlined in the Risk Factors section of the company's filings and disclosure materials. Any forward-looking statements should be considered in light of these factors. Please note that a safe harbor and any outlook presented speaks as of today, and Forefronts Management does not undertake any obligation to revise any forward-looking statements in the future. I will now turn the call over to Leo Gontmacher, Chief Executive Officer of Forefront Ventures. Please go ahead.

Thank you, Operator. Good afternoon, everyone, and thank you for joining us today. I'm joined on today's call by our Chief Investment Officer, Andrew Toot, President, Carl Toscano, Chief Financial Officer, Keith Adams, President of California Operations, Ray Landgraf, President of Illinois and Massachusetts Operations, Brandon Mills, and our EVP of finance, Jake Luton. On today's call, I'll provide an overview of our fourth quarter and full year highlights. I will then hand the call over to Andrew, who will expand on our financial results and give an update on current business trends and what's in store for the rest of 2023 and into 2024. We'll then conclude with a question and answer session where the entire management team will be available for any follow-up. At Forefront, we are guided by our winning strategy of replicating operational excellence. Since our inception, Forefront has been an operations and results-driven company, focused on optimizing our low-cost, scalable production capabilities and expanding our product portfolio state by state. Our belief is that the sweet spot in the cannabis supply chain is manufacturing low-cost, high-quality cannabis consumer packaged goods at scale. Over the course of 2022, significant enhancements were made to our platform, to maintain our leadership position as one of the largest and lowest-cost manufacturers of cannabis products in the U.S. and trusted third-party partner to some of the industry's biggest operators, distributors, and retailers. First, we strengthened our core competencies and perfected our operating model through key learnings and best practices in each of our cornerstone markets. Through this, we believe we've created unrivaled efficiencies that can be replicated across our geographical Next, we scaled within our focus footprint with the addition of high-quality cultivation assets in Massachusetts, enabling us to secure a leadership position in that market with unmatched quality. Those methods have been exported to the rest of our footprint. In Illinois, continued progress was made on the build-out of our Madison facility, the largest cultivation facility in the state with full-scale manufacturing capabilities. Additionally, we added two new brands to our portfolio, including the beloved Island brand, With our strong distribution network, we debuted this California-born brand in Massachusetts and have plans to launch its high-quality flower lines in other state markets. Hundreds of other products were launched across our brand portfolio in a wide variety of form factors, which, when combined with improved flower quality, led to meaningful market share gains in many of our cornerstone marketplaces. Our wholesale activity also picked up as we optimized cultivation and processing assets and continued to offer differentiated manufacturing methods at a competitive cost to our customers. I'm pleased to share all of these efforts and successes over the year have led to our ability to achieve positive operational cash flow as of this month. We're thrilled with the progress we've made strengthening our disruptive manufacturing platform, and as the U.S. cannabis industry continues to mature and prices normalize, we're gaining market share and solidifying our position as a cannabis CPG powerhouse as the focus turns to operational efficiencies and core strengths in competitive markets. The pricing pressures the industry is experiencing in limited license markets is something we've been anticipating for years and is a natural development within a maturing industry. Our proven ability to gain market share while generating cash flow in even the most competitive markets should continue to benefit us as the industry continues to evolve. Before I walk through our key highlights and trends for the fourth quarter and full year, I'd like to acknowledge that our financial results do not reflect the growth opportunity we are uniquely positioned to capture with our differentiated operating model. With our platform now in a solid position, we're focused on executing through this challenging industry and economic climate to grow our top line and generate cash flow. In Q4, system-wide revenues were $35.6 million. representing a decline of 5% sequentially from Q3 2022 and growth of 6% year-over-year. System-wide revenue for the year was $139.4 million, representing 6% growth over full year 2021. The growth in revenue was primarily driven by a 10x year-over-year increase in wholesale revenue as the company continues to ramp up that segment of the business in California, Illinois, and Massachusetts. For the year, the company generated $27.7 million in adjusted EBITDA, down from $34 million in 2021. While we were not pleased with the year-over-year decline, we are pleased that our business outside of California, namely in Illinois and Massachusetts, improved year-over-year. We will discuss the California market dynamics in more detail later on the call. But as a reminder, in California, we're ramping up a business that launched in January 2022, and managed through tumultuous market headwinds in its first year of operations. We took steps late in 2022 to prioritize cash flow over growth, steps that are materializing in 2023, and have our California operations poised to stand alongside our other operations as a contributor of positive EBITDA in 2023. While we all know the environment for capital in the cannabis space remains tight, we're pleased to report that we finished the year with $15.2 million in cash on the balance sheet. After a rigorous review of our business this winter, we returned the cash flow positive from operations this month. Aside from California, all of our geographies are EBITDA positive and generating positive operating cash flow. Our team has done an incredible job managing the business and we're in a position to operate in a sustainable manner without needing further capital. The construction of our cultivation and production facility in Mattson, Illinois will be completed in April. The facility is absolutely gorgeous, incorporating production techniques from Massachusetts that we believe will bring fantastic flower and ancillary products to the Illinois market. We continue to push hard daily on the timeline to get power to the facility, and our current expectation is that this is a Q3 event, although we remain hopeful it could be earlier. As we prepare for step function growth in Illinois over the next 24 months that will double the size of our company-wide revenues, we're pleased to announce a definitive agreement to purchase our third retail license in the state. We believe this will be the first of many as we move through the year and expand from our current base of two retail locations to our company allotment of 10 in the state. In Massachusetts, we couldn't be more pleased with how the business is performing. Despite a 10% price drop in flower prices quarter over quarter, revenues were essentially flat sequentially and up 20% year over year. New product launches, including island flour and live resin cartridges, combined with a growing wholesale channel, have us extremely excited about how the success of Massachusetts can carry in Illinois as we launch mass through this year. Washington and California were extremely difficult markets in 2022, with stiff pressure on flour pricing. As always, our management team reacted aggressively and met these market challenges head-on. Cost-cutting initiatives implementing quality improvements to our flour, and introducing new and innovative products to market have allowed us to counter the negative pricing pressure in those states. In particular, we've undertaken significant cost reductions in California whilst maintaining our ability to grow that business. While Andrew will get more granular on these markets, we're seeing encouraging signs in both California and Washington with rebounding flower pricing and a massive contraction of cultivation licenses as capacity and competitors leave those markets. As we all know, the passage of the Safe Banking Act would represent a much-needed step forward for the legal cannabis industry in the U.S. While it doesn't address all the challenges faced by the industry, it would provide much-needed financial relief to cannabis-related businesses, open the doors to investment, and pave the way for further reform. Congressional leaders recently signaled that this bill would be introduced in a matter of weeks, and the Biden administration has voiced support for the legislation. Whether it's safe baking or the introduction of a Garland memo from the Department of Justice, we remain confident that the federal government will soon adopt a more favorable stance towards the cannabis industry. I'm excited that we have a strong pipeline of new product launches slated for 2022. Our Washington Gore brand, 1988, which features tobacco-free blunts available in five flavorful flavors, were recently launched to great reception in Massachusetts and should be available in Illinois later this year. We also have some exciting new form factors slated for Q2. With the upcoming launch of our new facility in Madison, Illinois, and the opening of retail facilities along with continued optimization and growth in California and Massachusetts, We're confident that the best is yet to come. With that, I'll now pass the call over to Andrew to discuss trends in our performance in our key markets, as well as our financial results for Q4 and full year 2022. Andrew?

Thanks, Leo. I'll first provide a breakdown of our performance state by state before giving an overview of our fourth quarter numbers. First in Massachusetts. As Leo said, our continued success in the market instills us with great confidence, not only in our ability to replicate our achievements from Washington, but also in our capacity to reinforce our platform through an open-minded approach to constant iteration and improvement of our existing products, as well as innovation of new products. It leaves us chomping at the bit to get going on our Illinois expansion. Despite price compression of approximately 10% from Q3 and 32% year-over-year, Our growth in Massachusetts was approximately 20% year over year, driven by a $5 million increase in wholesale business, coupled with a 7% growth in our retail business. We are proud to have outperformed the market and attained a market share of approximately 2.6% in the state, based on our internal sales data, which represents nearly 30% increase compared to mid-2021. We attribute our success in 22, in particular in the fourth quarter, to the quality of the flour and the multiple new product launches, resulting from all the efforts we have made in upgrading our facilities in accordance with NECC. We are proud to have achieved an extremely high flour quality, with more than a third of our flour testing above 30% THC and another third testing between 25% and 29% THC. In terms of new product launches, we launched Island Flour, a 3.5-gram package in September, followed by 7-gram and 28-gram packages on Green Wednesday and for the December holidays, respectively. Since its initial launch in September, Island Flour represented approximately 23% of total flour sold by Forefront. In November, we launched single 1-gram pre-rolls. and 5-pack half-gram multi-pack pre-rolls, followed by infused 5-pack half-gram multi-packs in December. Since these launches, island pre-rolls have represented approximately 21% of our total pre-roll sales and 23% of total pre-roll sales in Q4. We also launched new crystal clear products, including wide resin SKUs in both the half-gram carts and disposable vape pen formats. Overall, our crystal clear cartridge and disposal pens sales increased 13% and 41% year over year, respectively. These launches showcase our ability to execute on introducing improving mature market SOPs, brands, and products into the rest of our portfolio. Next, Illinois, which will represent the single biggest driver of our company's growth over the next 18 to 24 months. As a reminder, in Illinois, we currently have two open dispensaries and a 9,000-square-foot grow, which together generated a little over $40 million in revenue in 2022. Our brand-new cultivation and processing facility in Mattson will be coming online and will have close to 50,000 square feet of flowering canopy and a full production center to manufacture a complete suite of products. This next-generation grow incorporates lessons from over 10 years of operations and will allow us to come to market with some of the best flour in the state. As Leo mentioned, the facility is largely complete, and we are working with ComEd in conjunction with the Village of Mattson to ensure we have power to that facility as soon as possible. Currently, we are actively searching for new retail licenses to bolster our portfolio. We're delighted to announce today that we have come to terms for our third Illinois location, and we anticipate securing more as the year progresses. We possess a very good sense of the types of properties that would optimize our revenue potential in Illinois. With the allowance of up to 10 retail locations in the state, we intend to be meticulous, ensuring that every store counts. For reference, other MSOs with the maximum number of stores and scaled growth generate approximately $200 to $250 million of revenue in Illinois. We are confident this state represents an excellent opportunity to more than double our company size, especially with Mattson Law's launch and the addition of up to eight retail stores. As most Illinois operators are currently operating at the 10 dispensary limit and with an abundance of social equity license unable to open due to lack of capital investment in the industry, We are seeing a very positive environment for M&A and believe there is a clear path to achieving a complete vertically integrated license portfolio in Illinois. Despite the declining price trends and our fixed retail and cultivation footprint in 2022, we managed a nearly flat year in Illinois with a 3% decline in overall revenue comprised of a 7% decrease in retail revenue and a 64% increase in wholesale revenue. We increased our market share to about 1% at the end of the year, a 10% increase from Q4-21. This speaks to the quality and consistency of our products amidst the competitive market, continuing the trend since acquiring NECC. Our Illinois success in 22, particularly in Q4, can be attributed to the expansion of our TerpStix line. We added a new serving size, a half-gram two-pack, and introduced a new blackberry flavor to the lineup. Herbstix even secured second place at the High Times Cannabis Cup Illinois People's Choice Edition 2022. Moreover, we have recently managed to source oil in the Illinois market, which has broadened our product suite beyond flour. As a result, we introduced crystal clear cartridges in Q1 of this year and are thrilled to expand the availability of our products in the wholesale market, including our popular Island brand. before our scale production comes online in Madison. We are looking forward to material growth in both our retail footprint and cultivation and processing capabilities in 23 and 24. Moving to California, we continue to build our presence in the world's largest cannabis market. Given our Washington facilities boast a high single-digit share in the highly competitive market, We feel that we are uniquely qualified to gain share in California with our low-cost scaled operations. As a reminder, we entered the market in the beginning of 22 with a four-part strategy. One, direct sales of our award-winning and proven product suite. Two, third-party processing and manufacturing. And three, select brand acquisitions. And four, opening of retail locations. We entered California at a time of near maximum distress. The illicit market was rampant. An oversupply of flour drove prices below production costs. Retailers struggled with liquidity. Taxation was too onerous, and smaller brands in the state were struggling to make ends meet. California has begun to take steps to remedy some of these problems, such as repealing the cultivation tax, lifting moratoriums on new retail licenses, and cracking down on illicit growth. Market forces have started to heal the flower market, as wholesale prices have nearly doubled over the last five months, as active cultivation licenses have plummeted. While we continue to see California as a huge opportunity for us to gain share in a highly fragmented and distressed market, where prices have already largely been commoditized, the lack of creditworthiness amongst the retailers that have traditionally bought our products has mitigated our near-term growth assumptions. Currently, current industry ratings are showing approximately 34% of the retail universe is in good or excellent condition. 28% of retailers are currently in quote unquote fair condition and 38% are in weak or poor condition. We have taken a highly proactive approach to minimize our credit exposure and limit losses in California. Our focus has been on conducting business with financially stable partners, resulting in day sales outstanding in California being consistently under 60 and decreasing quarter over quarter. To mitigate risk further, we have deliberately shifted a significant portion of our sales to cash on delivery, or COD, which has had a positive impact on our balance sheet. This approach has been particularly effective as bulk prices continue to rise. We've also taken steps to tighten our cost structure and ensure our position as a market share gainer and remain vigilant as we explore opportunities to grow into an otherwise distressed environment. As a reminder, our robust private label pipeline in California focuses on, one, top retail partners we can secure shelf space within their retail footprint, and two, large strategic partners where there's material revenue and growth opportunity combined with other strategic alignments. As the market environment in California continues to wash out subscale businesses, we believe there will be fewer operators left to capture the opportunities left behind. We're seeing strong opportunity to engage with major retailers and brands who require reputable partners with sophisticated manufacturing capabilities to maintain their presence in the market. We've been working on a multiple key strategic initiatives to drive continued growth in California. We have established several foundational private label relationships that we expect will result in more consistent monthly and quarterly revenue production and are working to add a handful of additional partners. We are also expanding our COD sales of bulk unit products such as gummies, vapes, and pre-roll products that are not in their finished format. Further, we are scaling tolling and extraction splits with a focus on distillate, live resin, and diamonds. so we can turn excess material from splits into cash. Also, as the largest state on the West Coast, California is well-positioned to play a crucial role in any interstate commerce agreements. Our company has invested significantly in cutting-edge production and distribution infrastructure, enabling us to produce and distribute high-quality products at large scale. We believe this puts us in a unique position to meet the growing demand for cannabis products and to capture the early opportunities arising from potential West Coast interstate commerce agreements involving Washington, California, and Oregon. Now to the numbers. System-wide pro forma revenue was $35.6 million for Q4 22, up 6% from Q4 of 21, and $139.4 million for fiscal year 22, also an increase of 6% from the prior year. Gap revenue was $31.6 million for Q4, up 11% from Q4-21, and $118.5 million for fiscal 22, up 13% year-over-year. The growth in revenue was primarily driven by a 10x year-over-year increase in wholesale revenue as the company continues to ramp up that segment of the business in California, Illinois, and Massachusetts. Adjusted EBITDA was $27.7 million for 2022, down from $34 million in previous year, representing an adjusted EBITDA margin of 20%. We view this decline as a temporary setback rather than a view of things to come. As our California business turns the corner in 2023 and joins the rest of our operations as a positive contributor to EBITDA, we expect a return to a point of adjusted EBITDA growth in 2023. As of December 31, the company had $15.2 million of cash on the balance sheet and $49.8 million of related party long-term debt not due until May 24. As of March 30, the company has 642 million subordinate voting shares outstanding. So as we wrap up today, I'd like to reiterate a few points. Despite the downward trends in the industry on pricing, we have increased our market share substantially across the board, which is attributable to a significant increase in both the quality of our products and the level of innovation we bring to the market. This achievement is a testament to our unwavering commitment to providing the best possible products and services to our customers, all while contributing to our ability to achieve positive cash flows. We entered the year with 15 million in cash, well positioned to operate without the need for additional capital. Second, our investment in outstanding talent and unparalleled operational team has positioned us firmly as an industry leader. Looking ahead to the next quarter and beyond, we are confident in our continued ability to view obstacles as opportunities as we build value to deliver on behalf of our shareholders. Finally, We are thrilled that the construction of our new state-of-the-art facility in Matson is nearing completion and will be substantially finished in less than 30 days. Once the final touches are complete, we'll be ready to move forward pending the turning on of the power supply. We're also fully committed to maximizing our retail allowance in the state and are eager to see the results of our hard work and determination. Cannot wait to capitalize on the tremendous potential within Illinois that is so evidently within reach. 2022 was a challenging year for the industry. However, we are incredibly confident in the enhancements we have made to our business over the year and in the direction of our company. Our growth trajectory is only getting started, and we are excited for what lies ahead for Forefront. With that, I'll now turn the call over to the operator for some Q&A. Operator?