Curaleaf Holdings, Inc. (CURA) Earnings Call Transcript & Summary

Good afternoon, and welcome to the Curaleaf Fourth Quarter and Fiscal Year-end 2020 Earnings Conference Call. [Operator Instructions] Please note, this event is being recorded. I would now like to turn the conference over to Jakob Feinstein, Vice President of Investor Relations. Please go ahead.

Good afternoon, everyone, and welcome to Curaleaf Holdings Fourth Quarter and Fiscal Year-end 2020 Conference Call. Today, we are joined by Boris Jordan, Executive Chairman; Joe Lusardi, Executive Vice Chairman; Joe Bayern, Chief Executive Officer; Neil Davidson, Chief Operating Officer; and Mike Carlotti, Chief Financial Officer. Earlier today, we issued press releases announcing our results for the fiscal fourth quarter and full year ended December 31, 2020, as well as Curaleaf's intent to acquire EMMAC Life Sciences group. These press releases are available on our website under the Investor Relations section and filed on SEDAR. Before we begin, I would like to remind you that the comments on today's call will include forward-looking statements within the meaning of Canadian and United States securities laws, which, by their nature, involve estimates, projections, plans, goals, forecasts and assumptions, including the successful integration of acquisitions and are subject to risks and uncertainties that could cause the actual results or outcomes to differ materially from those expressed in the forward-looking statements on certain material factors or assumptions that were applied in drawing a conclusion or making a forecast in such statements. These forward-looking statements speak only as of the date of this conference call and should not be relied upon as predictions of future events. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law. Additional information about the material factors and assumptions forming the basis of the forward-looking statements and risk factors can be found in the company's filings and press releases on SEDAR and the Canadian Securities Exchange. During today's conference call, Curaleaf will refer to non-IFRS measures that do not have any standardized meaning prescribed by IFRS, such as pro forma revenue, adjusted EBITDA and managed revenue, the definitions of which may be found in our earnings press release. Please note that all financial information is provided in U.S. dollars unless otherwise indicated. With that, I'd like to turn the call over to Executive Chairman, Boris Jordan.

Good afternoon, everyone, and thank you for joining us. Today, we once again announced record-breaking results for the fourth quarter and the full year as well as Curaleaf's intent to acquire EMMAC Life Sciences Group, Europe's largest independent cannabis company. The acquisition makes us the first U.S. MSO to meaningfully enter Europe. This is very exciting news for us and a true inflection point in our growth and long-term strategy. Upon closing, EMMAC will provide Curaleaf a strategic growth platform into the European market with a population of 748 million people, more than twice that of the U.S. population. While the current size of the European market for medical adult-use cannabis is estimated at over $1 billion, analysts indicate it will surpass $5 billion in the next 3 years. Over the long term, based on consumption habits we have seen in the U.S., we believe that Europe will grow to a more than $120 billion total addressable market opportunity. This is all in addition to our current leadership position in the U.S. cannabis market, which had another breakout year. According to BDSA, legal sales of cannabis in the U.S. hit a record $17.5 billion in 2020, up 46% from 2019, with Curaleaf's growth far outpacing the market. By 2026, BDSA predicts the legal U.S. cannabis market will reach $41 billion in annual sales, representing a CAGR of 15.3%. We remain committed to being the largest global player in the industry, and the EMMAC acquisition is our first step towards engaging world markets. We'll get to the more details on this deal in a moment. I want to take a moment to thank all of our team members for their hard work, perseverance and unwavering commitment to our patients and customers. Despite the increased challenges in the fourth quarter brought on by a second surge in COVID that impacted the lives of our employees, customers and communities and operations, we still had a record quarter and year. This is a testament to our team's dedication. On behalf of the entire management team and our Board of Directors, thank you, everyone. As someone with extensive experience in emerging high-growth businesses across large new addressable markets, I can tell you, I have seen global paradigm shifts before, and I truly believe that this is where the cannabis industry is today. The acceleration of states and countries putting cannabis legalization on the agenda continues. And in 2021, I believe, will be a transformative year. The future of cannabis will be won by those who are investing aggressively in growth and scale, where today, Curaleaf is leading the pack. With fresh political support from the White House, both houses of Congress and increasing momentum around adult-use at the state level, the prospects for federal legalization and transformational benefits for Curaleaf and the industry are very encouraging in the near term. Accordingly, we are planning and investing across multiple time horizons, ensuring Curaleaf is well positioned to leverage every opportunity today while setting us up for tomorrow. As we look ahead, we are laser-focused on executing on our strategy, which is centered on 3 key areas: first, extending our U.S. leadership by continuing to build out our national platform and winning brands; second, building the foundation and infrastructure to rapidly capitalize upon federal legalization; and third, taking the strategy to the rest of the world as the global leader in cannabis. Our strategy to build national scale and national brands is on track and is being led by Joe Bayern, our newly appointed CEO, who brings an extensive career of top-tier consumer packaged goods experience to the helm. Joe will go into more detail on our national platform, our brands and building out our capabilities to support our U.S. growth strategy, and I'll talk in a moment about our global expansion. Regarding our financials. In the fourth quarter, we generated record managed revenue, which surged 186% versus last year to $233 million and 21% higher versus the third quarter. All this was achieved despite some softness primarily due to a larger-than-expected COVID outbreak in the fourth quarter, underscoring the overall resiliency and strength of our business as well as industry demand. In 2020, we generated record annual managed revenues of $653 million, up 161% from 2019, and a record pro forma revenue of $767 million. Our growing scale and operating efficiencies also allowed us to drive record adjusted EBITDA profitability in 2020, with our adjusted EBITDA rising an impressive 456% year-over-year to $144 million. We achieved these remarkable results by aggressively investing in growth across our business from cultivation to manufacturing and distribution, innovation and brand building, all backed by research and science. To support our long-term growth strategy and to further strengthen our balance sheet, we moved opportunistically to leverage the momentum in the capital markets in January, successfully closing an equity capital raise for approximately USD 250 million in gross proceeds. We also successfully completed a new $50 million revolving credit facility at an interest rate that was 275 basis points below the cost of capital from the debt raise we completed just a year earlier. We have the right to refinance all of our debt in January of 2022, and we fully anticipate that we will refinance those facilities at much lower interest rates than we have today. In aggregate, we raised $290 million of net proceeds. These significant capital infusions directly support our ability to further extend our leadership position in the U.S. cannabis market through high-return organic growth initiatives as well as opportunistically through potential strategic acquisitions. As I've said before, we are playing the long game. And I believe that when creating an industry leader, management and the Board need to make bold strategic moves. Perhaps most importantly, Curaleaf is now well positioned for the opportunities that will be created by potential U.S. federal legalization. The democratic sweep of the presidency and both houses of Congress represented a seminal moment for accelerating the path to liberalizing U.S. cannabis policy. I believe this new green wave of political momentum will pave the way for passage of the SAFE Act this year, opening up critical banking services to the cannabis sector, increasing access to liquidity, lowering the cost of capital and potentially offering a pathway to major stock exchange uplistings for U.S. cannabis companies, as well as the potential for 280e tax relief. It's also worth noting that with the recent developments toward adult-use legalization in Mexico, combined with the current status of cannabis in Canada, the U.S. will be literally sandwiched between 2 large countries, moving forward increased liberalization of cannabis use. Regarding the third phase of our growth strategy. With the announcement today of our intent to acquire EMMAC for $50 million in cash and approximately 17.3 million subordinated voting shares, we are creating a strong European presence and an international growth platform for our operations and brands, further differentiating Curaleaf from its peers. This highly strategic acquisition provides a transformational launching point into the European cannabis market, building on our market-leading position in the U.S. and establishing Curaleaf as the global pure-play cannabis market leader by revenue and geographic reach. For context, this transaction is similar to buying into the footprint equal to Curaleaf's U.S. presence back in 2017 at a similar valuation. But EMMAC has twice the revenue of Curaleaf at that time, and as I mentioned, has a larger potential addressable market than the U.S. This transaction is yet another representation of our Board and management team making bold moves to drive shareholder value. As Europe's largest independent cannabis company, EMMAC brings a wealth of experience combined with existing vertical platform of cultivation, EU GMP processing, distribution and R&D operations across several key European medical cannabis markets, including the United Kingdom, Germany, Italy, Spain, France and Portugal. Europe's medicinal cannabis market has been growing steadily in the past 3 years with multiple jurisdictions introducing medical cannabis programs in key European countries, beginning to show signs of strong acceleration. The U.K. has seen 40% month-on-month growth in the number of patients and prescriptions since June 2020. Germany, Europe's largest medical cannabis market, has over 100,000 active patients. Italy has more than doubled its importation of medical cannabis between 2019 and 2020. With regards to advanced cannabis product development, EMMAC is at the forefront of scientific innovation and has established research partnerships in place with world-renowned institutions such as Imperial College of London, designed to provide more clinical data to underpin the growing medical cannabis market. The consumer and political liberalization trends around cannabis that are sweeping the U.S. are increasingly taking hold across Europe. An estimated 90 million people are consuming cannabis in Europe, with prevalence rates above 10% in some of the larger countries. This reality is pushing governments to reconsider their policies, strengthen support to reduce the police burden of enforcing marijuana-related crimes and increasing taxes from legalized production. The Netherlands and Switzerland are planning to launch recreational pilot projects by the end of the year. Israel is also expected to legalize recreational use in early 2022 and Luxembourg in 2023. In Spain, Italy and Germany and France and Malta, political initiatives, including, in some cases, draft laws, are being discussed and could soon unlock the full potential of the wider European market. We believe Europe will evolve to become a cannabis marketplace that will eventually rival the U.S. It also provides a foothold for future expansion into Eastern Europe, where cannabis legalization is well established in Poland and Croatia and is being discussed in Ukraine. It also paves the way for entry into South Africa and Morocco, which are both exploring proposals to introduce legalization. EMMAC is also leading the industry in terms of cost efficiency for production of medical cannabis flower and has established a pharmaceutical-grade supply chain, all led by best-in-class management team. I want to stress that this acquisition will not detract from our U.S. strategy. Given we have plenty to do in the U.S., the EMMAC management team will continue to lead the company, while Curaleaf executives continue to focus on our U.S. expansion strategy. Antonio Costanzo, EMMAC's Founder and CEO, will become the CEO of our European entity and a senior member of our management team. We expect to close the EMMAC acquisition early in the second quarter based on securing of all required regulatory approvals and normal closing conditions. While Curaleaf's balance sheet can comfortably handle this transaction, we are also in discussions with strategic partners regarding a potential investment at the EMMAC European subsidiary level to provide further funding to expand our new European business. A key differentiator of the European market is the lower level of capital intensity anticipated to fuel growth. With the ability to operate the EMMAC European business across country borders, we can deploy a capital-light model with 1 or 2 cultivation sites and 1 manufacturing center to serve the entire region in most cases, compared to the U.S., which requires we be fully vertical integrated in each state. The difference has enormously positive implications for our ability to quickly and efficiently scale the business across Europe. As such, we do not anticipate raising any additional capital to fund our European expansion beyond the targeted outcomes of the affirmation strategic partnership talks. Looking forward, we expect 2021 to be highlighted by further record-breaking financial performance with total IFRS revenue in the range of $1.2 to $1.3 billion, representing year-on-year growth of 84% to 99% versus our 2020 reported managed revenues and adjusted EBITDA continuing to scale higher as '21 progresses with full year '21 adjusted EBITDA margins rising to approximately 30%. In closing, I couldn't be more pleased with the performance of our team and what we achieved in 2020 as Curaleaf, as well as the growth opportunities that lie ahead. With that, let me turn over to Joe Bayern.

Thanks, Boris, and good afternoon, everyone. I'm thrilled to be taking the helm of Curaleaf at this pivotal moment within our history and our company, and extremely encouraged with the progress we've made in 2020. We're continuing to build our team's ability to execute against our strategy and to scale what is already the largest retail cannabis presence in the United States. And with today's announcement, we are embarking on the next phase of achieving our ambition to become the global leader in cannabis. I look forward to working with Antonio and the rest of his management team as we build out Curaleaf's international presence. Since it's the first time I'm speaking to you as the CEO, I thought it would be helpful to share why I feel there's never been a better time to be at Curaleaf or part of the global cannabis industry. Like most people, I think the current political landscape will certainly lead to acceleration of growth, and I believe Curaleaf is uniquely positioned to win due to 4 fundamental reasons. One, at Curaleaf, everything we've built has been focused on a singular purpose: to build brands people love and products that meet the needs of our consumers better than our competitors; two, we have an unparalleled platform to build on in the U.S. and now in Europe as well; three, we have an incredibly talented and experienced management team and a highly motivated workforce; and four, we have an incredibly supportive shareholder base with the long-term perspective required to build industry-leading businesses, as well as the experience of helping to change industry and societal paradigms. I believe that over the next few quarters, we'll see tangible evidence that our strategy is working. Moving forward, we will continue to focus on 6 strategic priorities to continue to build sustainable competitive advantage: one is to build out our national distribution platform and completion of the rebranding of our retail footprint; two, to increase our investment in research and development and product commercialization; three, to scale cultivation to prepare for a national cultivation model; four, to drive efficiencies across our national manufacturing footprint; five, to build out our technology platform, including e-commerce, marketing analytics and transaction processing infrastructure; and six, develop world-class expertise by continuing to attract, train and retain the best talent in cannabis. So how are we doing? Let me take you through a few details on how we're executing against these initiatives. We continue to build our footprint in the United States from both the strategic retail and wholesale presence. This robust geographic foundation serves as a platform for our national distribution and brand marketing strategies. On the retail side, we started 2020 with 51 dispensaries across the U.S., and we ended 2020 with 96 dispensaries, an 88% increase. In the early days of '21, we have opened an additional 5 dispensaries, bringing our total today to 101, with an additional 37 licenses available to us for further development. In 2021, we anticipate opening an additional 23 dispensaries across our national footprint. This allowed us to move from seeing approximately 85,000 unique patients per month in January 2020 to almost 170,000 patients per month today, all while expanding our average order value from $80 to $135. As we move into 2021, our footprint now covers over 190 million Americans, and we continue to invest in best-in-class consumer retail experiences with more of our locations offering a more contemporary and welcoming environment. The fast-growing wholesale side of our business, which includes our national lifestyle brand, Select, is a key driver in expanding the size of our total addressable market, supporting our nationally recognized brand strategy and lengthening an already impressive runway for longer-term growth. Select is now distributed in over 1,700 retail outlets nationwide, up from 800 at the start of 2020, 116% increase. And we expect wholesale distribution to surpass 2,000 locations in the second quarter. As we continue to build the first now international cannabis brand, we remain intensely focused on launching Select in all of our U.S. markets and preparing for its launch into Europe, introducing new consumer-preferred form factors and attracting new consumers to the cannabis segment and realizing cost synergies by integrating Select's supply chain within Curaleaf's vast production infrastructure. During the fourth quarter, we introduced Select to Ohio, Illinois and Pennsylvania, and in February, we launched in Utah, making Select available coast-to-coast in a total of 17 states. On the R&D front, we are seeing consumers actively look for forms of consumption beyond flower, which aligns with our focus on developing a broad and deep portfolio of formulated offerings across product categories. Early data from our first national consumer segmentation study supports that the majority of new consumers entering the category are doing so for either medical or health and wellness-related reasons, and those consumers are less likely to adopt flower as their primary form of consumption. Over time, we believe that smokable flower will drop to roughly 25% to 30% of the overall market, with 70% to 75% of the market moving to highly formulated products, which will further drive new customer penetration and adoption. That's where we see the future, and that's why we're significantly increasing our investment in research and development in 2021. This investment will be focused on cultivation and extraction technologies, development of proprietary emulsion technology to increase the absorption and bioavailability of formulas into the body, flavor systems to form the basis for new product development and commercialization of new products. This includes our new R&D facility in Massachusetts, where we have 15 scientists working on roughly 600 new product variations currently under different stages of development. We are the only cannabis company that will have the platform to enable national product launches this year, launches that will look much like other large national CPG companies typically do. That's never been done in cannabis, but we believe this will be the key to capturing market share over time. While bringing highly differentiated products and breakthrough technologies to market, we'll start to see some of the benefits over the next several months. For the value consumer in the vape category, this week, we launched Select Essentials, a proprietary blend of great-tasting products based on the top-selling strains across our portfolio in our new proprietary gravity cartridge. For the new vape consumer later this month, we are launching Select Fresh, a lighter, smoother product in our new proprietary Go hardware. And I'm pleased to announce that in April, we will do our first system-wide launch around a product called Select Squeeze, a nano emulsion-based THC beverage enhancer that we believe will be instrumental in making cannabis accessible to all, as a discreet, portable, fast-acting product for a number of different usage occasions. We believe this product is a game changer for accessibility to a wide variety of consumer segments from the connoisseur to the cannabis-curious. Select Essentials, Fresh and Squeeze, along with the existing Elite Live vape and Nano Gummies, enable us to drive growth across a multitude of consumer segments and usage occasions. In addition, we are planning to release a number of new products in both THC and non-THC formats in the second half of '21 as a direct result of our investment in R&D and consumer insights. But obviously, you can't develop world-class products without world-class quality cannabis. In 2020, we invested heavily in our cultivation capacity to help prepare for new adult-use led legalization-driven demand in a number of key states. Total cultivation capacity across our 23-state footprint increased by about 450,000 square feet to total nearly 1.8 million square feet as of year-end, a 33% increase. In 2021, we currently expect to bring online 275,000 square feet of new flower in canopy with key expansions in Arizona, Florida, Pennsylvania, Illinois and New Jersey, among others. We are also actively building our capabilities regarding large-scale outdoor cultivation to bolster our footprint of indoor and greenhouse facilities. Expansion of our outdoor cultivation will help reduce our overall cultivation cost and is a key component to our longer-term strategy and readiness for federal law change. And it's not only in cultivation where we're realizing efficiencies of scale. Across our manufacturing footprint, we've done a lot of work to centralize and manage several initiatives in order to ensure quality standards, scalability and consistency across all markets, including the implementation of lean manufacturing principles, the formation of a new manufacturing engineering team to help commercialize products more efficiently and the expansion of our national product quality team. On the technical capabilities front, we're continuing to improve our technology platform, including implementing a new e-commerce solution, ramping up our marketing analytics capabilities and transaction processing infrastructure. We're also expanding our data and analysis teams and upgrading digital reporting and CRM tools to meet our marketing needs to understand all of our consumers better. On the talent front, I'm pleased to say that our growth strategy includes a commitment to recruiting and retaining the best people in the cannabis industry at every level. In 2020, we brought in over 2,400 new people, and we expect to hire another 1,500 this year. You can't develop high-quality products without high-quality science, and you can't build a world-class company without world-class talent. As you know, the cannabis industry is creating new jobs and new opportunities, and we're proud to be leading that growth. With operations in 23 states, we have too many exciting developments for this call. But I thought it would be helpful to highlight some initiatives from a few of our key strategic markets. In Arizona, they've moved quickly to enact adult-use following the successful November ballot initiative. On January 22, we began serving new adult-use customers across our 8 in-state dispensaries, with a ninth dispensary targeted for opening in the second quarter of 2021. While it's early days, we have seen our average revenues in Arizona increase by 75% to 125%, depending on the location. We expect this to continue throughout the year, and we recently completed construction on a 50,000 square foot indoor cultivation expansion that will double our canopy to prepare for that growth. We expect that New Jersey, which also recently approved adult-use cannabis and has 1.5x the population of Colorado, will exceed the $2.2 billion in sales Colorado saw in 2020. Curaleaf already has over 30% medical market share, according to most recent public data. We anticipate the state will open for adult-use sales by fourth quarter of 2021, and we are investing heavily ahead of the launch to help meet expected demand. By the end of the second quarter, we will double our canopy square footage and open 2 additional dispensaries, giving us the maximum allowance of dispensaries and the largest grow capability in the state with only 12 current licensees. As expected, New Jersey appears to be creating the domino effect we anticipated, triggering a wave of potential adult-use legalization across the highly populated northeast market, with New York, Pennsylvania and Connecticut and Maryland likely to follow suit. These states represent a projected $6 billion worth of new addressable market opportunities, and Curaleaf is the only MSO with a leading retail and wholesale presence in all of them. And we will have the largest retail business in Pennsylvania with 18 stores opened by the end of 2021. Notably, New York's Governor Cuomo announced a proposal on January 6 to legalize and create an equitable adult-use cannabis program as part of the 2021 state of the state. And we're seeing very positive momentum towards establishing adult-use in New York in 2021. We also continue to see impressive growth in our key states of Florida, Massachusetts and Illinois, where we continue to expand our capacity and the range of products offered to our consumers. In Florida, the productivity of our 50,000 square foot indoor grow is hitting the market. We recently completed construction of a new 100,000 square foot hoop house on our Homestead campus, and we plan to add an additional 50,000 square feet of indoor cultivation capacity in late 2021. In Illinois, we're in the process of completing a new 55,000 square foot greenhouse by the fourth quarter of this year. In addition, we now have 9 operational affiliated dispensaries, with the tenth and final location expected to come online later this month for the maximum number of retail licenses permitted by a single operator. As I said, there are too many exciting initiatives across our company to address on this call, but I'll be happy to address specific questions as part of the Q&A section. Finally, I'm also pleased to report progress on our corporate social responsibility platform, Rooted in Good, which made some significant commitments in diversity, equity and inclusion, social equity and social partnership programs, all of which are increasingly important as our industry moves towards broader mainstream acceptance. Through our Rooted in Good initiatives, Curaleaf aims to do business with 420 new cannabis brands, suppliers and advocacy organization from underrepresented communities in the cannabis ecosystem by 2025. We've also launched a robust mentorship program with our executive roundtable commitment, have pledged to employ at least 10% of all 2021 new hires from communities directly impacted by previous cannabis legislation and have committed to contribute at least $1 million to community programs that address collateral consequences associated with marijuana-related offenses. I'm very proud of our team for leading these initiatives. As I said, there's never been a better time to be in the cannabis industry or a better time to be part of Curaleaf. We have a lot to be excited about, and I'm proud and energized to be a part of this great team. Now I'll turn the call over to Mike Carlotti.

Thanks, Joe. 2020 was a tremendous year for Curaleaf, and our financial performance reflects that. I'll start with a summary of our financial results, followed by our guidance for the first quarter and full year 2021. We once again posted record quarterly results as we remain focused on generating strong top line revenue growth as well as posting our seventh consecutive quarter of record adjusted EBITDA, all as we focus on driving long-term value creation for our shareholders. Pro forma revenue for the fourth quarter, which includes a full quarter of the recently acquired Grassroots assets, net of assets held for sale, was a record $238.8 million. Fourth quarter IFRS revenue was a record $230.3 million, up 205% over last year and up 26% sequentially, driven by strong revenue growth in Florida, Massachusetts, New Jersey, New York, Michigan, Illinois and Pennsylvania. During the quarter, we experienced some weakness relative to expectations in certain markets driven by holiday spikes of COVID-19, substantial disruptions in our own supply chain due to a meaningful increase in employee COVID-19 cases versus the third quarter as the U.S. experienced a resurgence in the infection rate, the delay of additional stimulus checks and continued high unemployment. We believe that these impacts will be short-lived as the vaccine rollouts continue to scale higher, leading to an expected reduction in COVID cases as well as the revamping of economic activity, particularly in areas that have been negatively impacted by the pandemic-related shutdowns. That said, retail average spend per patient per month increased 5% from the third quarter, and Curaleaf patient growth increased 10%. IFRS revenue for the year was a record $626 million, up 184% versus 2019. For clarity, now that we have successfully consolidated all the remaining managed revenue operations into our IFRS total revenue reporting metric, there will be no need to report managed revenue going forward, which will greatly simplify our revenue reporting. In addition, in fiscal 2021, we intend to change our accounting reporting standard from IFRS to GAAP. We believe that this will make it easier for investors to understand our results as well as compare them to other companies who report in GAAP. This step will also further position us for an eventual listing here in the U.S. Retail revenue accounted for 71% of total sales in the fourth quarter, and wholesale accounted for 29% of total revenue. For the full year, retail revenue was 68% of total sales and wholesale was 26%, with management fee income representing 7% of total sales. Our gross margins on cannabis sales in the fourth quarter increased 970 basis points to 47.8% as compared to the fourth quarter last year. The increase was primarily due to higher operating capacity of the company's cultivation and processing facilities in several states. Also, as mentioned in previous calls, while we do expect our gross margin from cannabis sales to trend upward, it will continue to fluctuate quarter-to-quarter based on our investment cycle in processing and cultivation as we continue to expand and bring new facilities online. Over time, we expect this fluctuation to moderate as our investments continue to ramp and the capital intensity of our investments begin to cool. SG&A for the quarter was $68.3 million as compared to $36.2 million in the prior year period and $72.7 million in the third quarter. The decrease from last quarter was primarily due to lower onetime charges incurred during the quarter. Adjusted for onetime charges, SG&A for the quarter was $65.4 million as compared to $54.8 million in the prior quarter or 28.4% of IFRS revenues, a decrease of approximately 160 basis points compared to the prior quarter. As we identify additional synergies particularly from Grassroots and continue to scale our overall operations, we expect our SG&A to continue to decline as a percentage of revenue, resulting in additional operating leverage. Income tax expense for the quarter was driven by an increase in gross profit of subsidiaries subject to 208e, increased deferred taxes associated with the increase in biological assets, lower management fee income, higher nondeductible stock compensation expense and unrecognized deferred tax assets on current year losses. We reported record adjusted EBITDA of $53.8 million in the fourth quarter, up 289% year-over-year and up 27.2% sequentially. Adjusted EBITDA for the year was a record $144.1 million, up 456% from 2019. The improvement in adjusted EBITDA was primarily due to continued scaling of operations and higher gross margins across several states, notably in Arizona, Florida, New York and New Jersey as well as the contributions from Select and Grassroots. As anticipated, fourth quarter adjusted EBITDA margin was 23.4% of IFRS revenue, roughly flat as compared to the third quarter, primarily due to the conversion of ATG from managed revenue to a consolidated entity in early October. Additionally, when we closed the Grassroots transaction, we inherited certain corporate overhead costs that impacted the fourth quarter but are now being harvested as synergies. We expect to achieve full cost synergies from Grassroots in the first half of 2021. Net loss attributable to Curaleaf Holdings for the fourth quarter of 2020 was $35.3 million compared to a net loss of $26.6 million in the fourth quarter of 2019. Due to our acquisitive nature, we believe adjusted EBITDA is still the best measure of our performance as it excludes the impact of the $60 million of noncash charges related to biological assets, depreciation and amortization and stock-based comp as well as $2.9 million of onetime items incurred during the quarter. Stock-based compensation expense of $16.1 million in Q4 was elevated due to increasing options and restricted stock grants during the period as well as a catch-up of share-based comp expense related to the fair value of options rolled over from our Select acquisition. We expect share-based comp expense to return back to third quarter levels in the first quarter. Net loss for the year was $61.7 million versus $67.2 million in 2019. Please note we have provided a reconciliation of net loss to adjusted EBITDA in our press release. Moving on to the balance sheet. As of December 31, 2020, we had $73.5 million of cash on hand. Our fiscal year-end cash balance does not reflect the recent debt and equity raises completed in early January. Cash decreased by $11 million in the fourth quarter primarily due to $56.1 million of capital expenditures, offset by $19.2 million of cash from operations. Cash from operations was negatively impacted in the fourth quarter by $40.3 million due to the noncash forgiveness of the note receivable from New Jersey at acquisition. Moving on to our outlook for growth in our financial guidance. For the first quarter of 2021, despite tough weather conditions in several of our markets and the continued impact of COVID-19, we expect to generate IFRS total revenue in the range of $250 million to $255 million, representing year-over-year growth of 138% to 143%. Based on our confidence in our outlook, we are also introducing full fiscal year 2021 IFRS total revenue guidance of $1.2 billion to $1.3 billion, representing year-over-year growth of 84% to 99% versus 2020's reported managed revenue. This guidance does not include any contributions related to the proposed and pending EMMAC acquisition. Our full year growth will be fueled by a number of key drivers, including additional cultivation capacity coming online in key states such as Arizona, Florida, Pennsylvania, New Jersey and Illinois; our expanding retail dispensary presence, particularly in Florida, Pennsylvania, New Jersey and Maine; and a strong pipeline of new product offerings. From a margin perspective, we expect improvements in gross margins driven by increased cultivation capacity, increased fixed cost absorption and additional synergies from Grassroots to drive improved adjusted EBITDA margins in 2021. We expect that our adjusted EBITDA margins will improve each quarter during 2021 with full year adjusted EBITDA margins reaching approximately 30%. Our weighted average shares outstanding was 660.4 million as of December 31. Following the closing of our previously announced stock offering in January of 2021, we issued approximately 19 million shares. And as a result, shares outstanding as of March 8, 2021, was 684.2 million. With that, I'll turn it back to the operator to open the line for questions.

[Operator Instructions] Our first question comes from Matt McGinley with Needham.

My first question is on the retail productivity in 2021. You'll be adding stores in lower-volume states like Florida, but also in what I assume will be much higher-volume stores in states like New Jersey. Can -- I guess, can you give us any color on what that unit productivity would look like over the course of '21? Would your revenue per unit grow? Or would that mix on new units keep productivity from expressing much upside?

Yes. Hey, Matt, it's Joe Bayern. As you know, the metrics vary by state, as you pointed out. Adding stores in Florida isn't going to have the same impact as potentially adding states -- stores in New Jersey. But one of the things we've been pretty pleased with is we're seeing a progression on not only the number of new patients we're adding into our dispensaries in the average order volume, but we're increasing our average ticket value as well. We've gone from 80 to 135 throughout 2020. So we fully expect to continue to see progression of our average order values, not only because we're adding states which have higher -- average higher ticket prices like Chicago, like Illinois and Pennsylvania, but we're also finding that people are trading up on different platforms. So instead of just buying flower, they're buying flower with pre-rolls or they're buying a vape and then an edible. So we're continuing to build our volume by adding incremental sales to every patient visit. And we expect that to continue in 2021.

Great. And on the CapEx side, I didn't hear a number for guidance for '21 CapEx. Can you, I guess, frame what that should roughly look like this year? And do you have any sense of what the maintenance CapEx or ongoing CapEx spend would be relative to the growth CapEx that I think was more dominant in your spending in prior years?

Yes. So this is Mike. We spent about $126 million in CapEx in fiscal 2020. I would expect that number to be roughly similar in 2021. Maintenance CapEx is really small relative to growth CapEx. It's a fraction of what we're spending. So most of that CapEx that we spent in '20 and '21 will be for growth initiatives.

And Matt, this is Joe. The only thing I'd add to that is as we see the changing landscape in the U.S. legislation landscape, we might accelerate some of the back-end projects. And some of the '22 projects we might be able to pull into '21. I mean, obviously, how quickly states like New York pass adult-use and what the parameters are for when they could get the program started will dictate some of the investment. But we'll continue to try to invest ahead of those programs wherever we can, to try to accelerate growth.

Yes. That's a good point, Joe. And that's one of the reasons we did the capital raise in January so that we had sufficient capital on hand to take advantage of any new opportunities that may arise in 2021, because of all the changes in who's running the country these days.

The next question is from Pablo Zuanic with Cantor Fitzgerald.

Boris, one question. Obviously, you are preparing for interstate trade, right? You can operate without it, every state being an island. And as you described, you can operate we have interstate trade. So in your opinion, is that something that happens pretty soon as we begin to get federal legalization? Other people have thought that interest rate trade would take a while even if we get federal legalization? That's the first question. And second and related to that, and I know these are crystal ball questions, but once you get a federal legalization and you have interstate trade, what's the need for more stores? If e-commerce is allowed and you can ship across states, how does that color your thinking about investing in stores?

Thank you, Pablo. Let me start with the first question. I think our view on interstate traffic -- sorry, interstate commerce is probably closer to the end of the current administration rather than the beginning. We think that if the Republic -- if the Democrats can gain a bigger majority in the Senate, then they're likely to be able to get that legislation through. We don't think it happens in the next 2 years. We think we get something addressing social equity issues and safe banking over the next 12 months. I don't think, though, that we get full legalization in this period of time. They just don't have the votes. That's what our lobbyists are telling us. We do, though, however, think that they can hold on to their majorities going into the second term, and popularity in more states continue to move to adult-use, like New York and Pennsylvania, we think that they'll be forced to address the issue in the second half of this administration. And so at that point in time, we think that it would probably pass. Now what we're starting to do now, because this is a process that takes time, is we're starting to plan for that. We think it's inevitable, it's going to happen. And so what we're doing is we're starting to pick based on water tables, based on weather, based on everything. We're starting to pick locations around the country where we would cultivate and working also on genetics to make sure that we can bring our average cost of cultivation down substantially. And so you'll hear from us over the next ensuing months on both joint venture initiatives as well as acquisitions, where we're going to be focusing on that area of cultivation in order to bring those costs down dramatically and prepare for the interstate commerce situation. So that's what we're doing there. On the issue of the stores, none of us really know how they're going to legalize the distribution of cannabis when they get to it. I still think that the early law that will get passed will be quite restrictive, only because it's an early law. We've seen that in medical. We've seen that in the states. So what they do is they pass a restrictive law and then they start to liberalize it as time goes on. I suspect that stores and dispensaries are going to be the most probably prevalent way that they will be distributing -- path to distribute cannabis because, they want to control that it doesn't get into the hands of minors. And so I think the stores will still play a role. I also think direct-to-consumer, like in California and other places, will play a role. And so Curaleaf is also preparing itself for that model, and we're building out a very robust direct-to-consumer model. And you'll start seeing us roll out that model in very -- in many states during '21, going into '22. So we want to be prepared on both fronts. But I do think that the brick-and-mortar stores will still play a prevalent role, at least over the next 5 to 7 years in the distribution of cannabis. And that's why we continue to invest. However, obviously the bigger part of our investment is definitely going on to the wholesale side with Select, where we're starting to really focus on product development, and more importantly, on distribution to as many possible stores as we possibly can. So today, we do capture a lot more margin by selling at our own stores. But obviously, the future is going to be in national distribution on a wholesale basis. And so that's where the company is focused.

That's very helpful. Can I squeeze one last one? On the whole subject of brands, I mean, we hear about Seth Rogen and JC. We hear about all these celebrities, right? From my point of view, Select and Curaleaf, those are just the 2 main brands that you have. It seems that you need a lot more to be a national player. You're coming out with these very interesting extensions of Select. But do you need more brands in the portfolio? And what do you think about celebrity-backed brands?

Listen, I have a double -- I have a mixed view on that. I think that celebrities have definitely helped certain brands around -- in different fields in the world, whether it be -- there are certain consumer brands, et cetera. But at the moment, that's a very high cost. I really watch the value of every dollar that I spend in this company. And I think that although we are talking to some, we are keeping our eyes open to making sure that we do the right thing. But I think we're going to approach it a little bit differently than some of the other companies did. What sells a product, Pablo, is quality. And if you have the best form factors and you have the best quality, people will come and buy your product. And Apple wasn't sold originally by any celebrity. Apple was sold by the fact that it was the most innovative, the best product on the market. And so that's where Joe B. and I are focused on, is making sure that we've got the best quality formulations and the best products and the most innovative products that we can sell and broaden the consumer base. And that's really where our dollars are going today.

And if you don't mind, I'll just elaborate. This is Joe Bayern. I mean today, we have 2 brands because that's where we believe the consumer landscape is today. There are broadly 2 usage occasions in the market. There are people who are consuming for health and wellness, and there are people are consuming on adult-use and lifestyle. As the landscape changes and as it develops and emerges and different segments emerge, we'll think about creating brands that are appropriate for those segments. But today, there's really just 2 broad segments of the marketplace, and we want to have the #1 brand in each of those segments. It's very simple. So that's why today, we have 2 cornerstone brands. We also have Grassroots, which is another brand that is obviously important to us, which is focusing on flower and concentrates. But as the market develops, you'll start seeing the proliferation of brands. And to Boris' point, what we've seen so far is people taking celebrity names and slapping on products without a lot of differentiation, doesn't seem to be working in this space. So we're very focused on efficacy and functionality and quality of the product because that's what's going to drive consumer demand at the end of the day.

The next question is from Vivien Azer with Cowen.

This is Gerald Pascarelli on for Vivien. So my first question is on the EMMAC announcement today. It seems like from the presser that they're going to expand considerably in Portugal. And so can you just provide some color on going back to CapEx on the overall levels of CapEx that's going to be needed for this expansion? Any color you could provide there would be helpful.

Yes. So the EMMAC business is very -- the European business is very different than the U.S. business. We do not have to silo in every single country. We can build centralized manufacturing and grow operations and distribute throughout the whole continent because it's a federally legal business in Europe, unlike what we're dealing with in the United States. So because of that, we are going to use a terra verde platform in location in Portugal to continue to expand the cultivation operations as well as Spain, where they have built pharmaceutical-grade manufacturing capabilities because Europe demands a much higher-grade product or a much more formulated product than -- because it's a pharmaceutical model. What many people don't understand that the European cannabis market is very much at the moment a pharmaceutical model. So the standards of manufacture are very, very high, and we will be using those facilities, and we will continue to invest in those facilities. Now but because of the system, the CapEx, to be honest, is not meaningful. It's not something that's very substantial. And as we said, we are in negotiations with a strategic partner that will invest at the European level into our business. And we will use that capital in order to continue to expand the business, both on an organic basis but also on an M&A basis. We intend to be very, very aggressive in Europe on the M&A front, in order to continue to build out our footprint, both in distribution and -- mainly in distribution, but also in some strategic partnerships with a variety of different companies in Europe that are working on different products in the area of wellness in that market. So we're very excited about the opportunity. It's a slightly different business than what we have here today. But Curaleaf is not -- Curaleaf used to be -- our roots are grounded in medical. I mean, up until recently, we were largely a medical distribution cannabis company. Obviously, EMMAC is all medical at the moment. And so we're working very closely with them to build this out. And so I don't think the numbers are going to be particularly meaningful. In a couple of weeks, when we announce our partnerships in the capital, we'll get into it. But it's not meaningful to the overall Curaleaf platform compared to what we're spending in the U.S.

Got it. That makes sense. I mean, I guess that's a good segue. Maybe you're going to be providing more information in the coming weeks, but it was on your blended margin. If the deal does close in 2Q '21, I guess, any high-level color you can provide on how that impacts the organization, the margin at the overall organization going forward. I think we [indiscernible]

Again, there will be -- obviously, we'll give more detail both on analyst calls going forward. But there -- we know this business pretty well. The margin will be in line with what Mike said for the overall company early on. So we're targeting a 30% EBITDA margin. And the European business is almost profitable. So it's very -- but don't forget, we don't have 208e issues in Europe. And so that business is definitely going to be net income-positive in 2022 and very close to breakeven in '21.

The next question is from Matt Bottomley with Canaccord Genuity.

Just wanted to stay on EMMAC for a second. Can you give any more color or description on sort of the classifications of revenues that currently exists on a trailing basis? Is it mainly exports out of Portugal? Are there other sort of ancillary business units there? Just anything that gives some color on what the revenues -- how the revenues are being generated currently, regardless if they're modest or not.

So EMMAC exports today from Portugal and from Spain to Germany, to Israel, to England and to the -- and to Italy. They just also got selected in a development program for medical in France. All of their product is grown in Portugal, manufactured in Spain and then distributed out to these countries. And the -- yes, that's basically what they do. They distribute. So those -- the markets that they're currently distributing to, they're looking at both Holland and Switzerland this year, are looking at adult-use models. And obviously, EMMAC is looking at entering both of those markets. At Switzerland, they already have certain agreements; on Holland, they're working on in order to be able to acquire licenses in that market to get into the adult-use market. But we anticipate continuing to use the Portugal and Spain facilities for both cultivation and manufacturing with probably an expansion of the cultivation facilities in Portugal.

Helpful. And just one other follow-up for me, on New Jersey. Can you give any more color on how that factors into your guidance? Some positive news flow there the other week. And if you have been more conservative with when that might come online? Or if that's kind of why you have that $100 million range in your guidance?

Well, I mean, we have $100 million range because it's over the next 4 quarters. We're not currently factoring in adult-use in New Jersey, just because the timing is still not crystal clear yet. I mean we're optimistic that by Q4, we will start to see New Jersey adult-use revenues. But again, we haven't factored that into our guidance range.

The next question is from Aaron Grey with Alliance Global Partners.

First one on me, wanted to ask on specific state of Florida, right? You guys had some cultivation expansion there as well as some recent retail rollouts. So I wanted to ask about kind of the initial harvest and how those additional harvests just kind of come from that and how you're kind of looking at that overall market as you kind of continue to look to expand your overall kind of market position within that state.

Yes. I mean, I think Florida continues to play an important role in our portfolio. It's obviously a big market. It continues to grow. And probably most exciting for us, we think that adult-use is on the horizon, sometime probably in '23. So we want to make sure we're prepared for that because we could think -- we think that's going to be one of the most compelling markets in the U.S. when adult-use is available. But until then, we continue to build up our capacity. We've been capacity-constrained in 2020. So I don't think the results that we've shown in 2020 are a fair representation of what we think we could do in the marketplace. We're launching new products. But as you said, we brought on new cultivation. This is the second round of flower through our indoor grow. And I was there last week, and I could honestly say it's some of our best-looking flower today. So we've gotten through the initial start-up phase and commissioning phase of those buildings. And I think we're starting to see just across our platform, just better quality and better quantity of flower coming out from our grows on a month-over-month basis. So we're excited about that going into '21. We're looking for a step change in the marketplace because we have been capacity-constrained, and I think we're going to have a lot of product available in the market this year. And we're looking to bring innovation into the marketplace, through the launch of all the products we talked about on the call, including Fresh and Essentials and Squeeze and other innovation that we have in the pipeline. So we have a lot of exciting news in Florida. We're looking forward to being able to grab substantial market share over the next 12 months.

All right. Great. And then second question for me, you mentioned some disruptions in supply chain during the fourth quarter, also delay in stimulus checks. I just want to know if, could you quantify or potentially talk about some of the states where you saw some of the disruption during the quarter? And then kind of going forward, how does that kind of play into your guidance in terms of stimulus not coming in and kind of the overall kind of consumer purchase habits? Obviously, we saw a lift last year from COVID in terms of average ticket. So want to know how it's kind of baked into your guidance. And then in terms of the top, high and the low end in terms of timing of cultivation expansion, how that plays into that.

Yes. I could talk on the qualitative, but we don't really -- we're not really quantifying the impact. I think it was just -- we've seen a little bit of softness in the fourth quarter. So we think that's going to rebound in 2021 and doesn't dampen our enthusiasm for '21 at all. And even though we did see some softness, we continue to grow our business. We continue to, as we reported on the operating metrics, get better across the board on all of our metrics. I think the supply chain disruption for us were -- it's just harder to find trucks. It's harder to get supplies when people are out on COVID. And it's harder for us to be able to ramp up and hire people when we've got COVID in our supply chain. And we're trying to hire people in key states like Arizona. We have -- I think we're trying to hire 100 different people, getting ready for adult-use. But it's hard to get them badged because the regulatory body wasn't working at full speed. We had constraints on supply in our manufacturing sites because we had to keep spacing, and we had people calling out sick. So I think most of that is going behind us. I feel pretty good about where -- not to get too macro level, but I feel pretty good about turning the corner in the U.S. on the COVID front. And I think '21 is going to be a really good year for us and for a lot of other industries. But I feel really positive about '21 when the economy...

I'll just add a little bit, Joe, to say that if you take a look at the BDS analytics numbers, you'll see that California definitely had a slowdown in the fourth quarter, Arizona, Nevada, Massachusetts. These were states that were hit particularly hard, particularly on the unemployment side. So it definitely hit the consumer, and we saw it not only in our business, but I invest in a lot of businesses for my family office, and we saw slowdowns in a lot of these locations. I think that the stimulus check in December of $600 helped a little bit. And I do think that this current check is going to help quite a bit. And I'm very bullish still for the second half of the year. I think we're going to go into an explosive growth environment in the United States, with potentially 10-plus percent growth rates going into the end of the year. And so I think the next 12 months -- I think the first quarter still has got some level of COVID still and -- but I think with vaccinations, economic activity and the employment numbers, we're showing tremendous strength in the last number that we just saw. I do think that we're going to see much more activity on the consumer side going into the second, third and fourth quarters. So all in all, we're pretty happy with the way this thing is heading. But there's no question and there's no denying that in the fourth quarter and the early part of the first quarter, there was definitely people that are struggling in the country. And unemployment rates in some of these states were over 25%. And these are -- a lot of those people are people that use cannabis. So there's no question, we saw some softness. I think you saw in Illinois with flat growth over a couple of quarters -- over a couple of months, but now everything seems to be picking up. So we're reasonably bullish about the rest of this year.

The next question is from Scott Fortune with ROTH Capital Partners.

Maybe Boris, on a political level, you've discussed about the industry as far as the interstate commerce. But what's the strength of the lobbying groups versus kind of the alcohol, tobacco or pharma group that's getting in there with the Schumer-led potential here? A very steady commerce coming on board earlier? And kind of the pharma influence on the cannabis wellness segment becoming more of an FDA-regulated GMP pharmacy model in the U.S. Is that kind of, part of the thinking of the acquisition side, to address the GMP medical products? And just kind of your thoughts around cannabis 3.0 as it moves into more of a GMP medical side of things, potentially.

Yes. I think that -- first, let me give you the political landscape. The political landscape is that alcohol and tobacco are absolutely for legalization and are lobbying for legalization. And I can tell you that tobacco companies are out talking to cannabis companies. The alcohol companies are out talking to cannabis companies. They are -- they bought into this trend. They think it's a huge market. They want in. So there's no problem there. They're working together with the cannabis lobbies in Washington. The real opposition is definitely pharma. Pharma right now is very powerful due to COVID. Pharma has still not found a way to manufacture synthetic cannabis, and so they are not necessarily pro cannabis. And so they're very powerful. They have a huge hold over the FDA. And they're holding back full legalization at this point in time. Plus, you do have certain members of Congress and the Senate as well as the administration that come from the war on drugs era, the 1970s and '80s, that still can't get their head around about the fact that -- they spent the bulk of their career fighting against cannabis. And here we are, it's legalizing in the whole country very quickly. I do think, however, that the trend is in our direction. The polling is very strong. If there's one bipartisan issue in this country that everybody can agree on, it's the legalization of cannabis. And we've seen that in a lot of the ballot initiatives that took place in November. So I do think that we'll probably get some kind of both banking as well as interstate commerce legislation at the end of the Biden term probably. That's what we anticipate.

Okay. I appreciate that. And then real quick, one last one for me is, you guys have said only 5%, 7% of the U.S. population engaged in legal cannabis. Kind of what product formats now are you seeing or brands -- segments of the category for cannabis really starting to resonate pretty quickly? It seems like edibles is moving up pretty quickly from that standpoint. And you were on kind of tape saying that you'll get down to 20% to 30% flower. Is it a high-premium flower option that you guys are looking about, growing indoor cultivation for? And then kind of the outdoor is more in key segments? I guess, Joe, if you can address that from a brand and format standpoint.

Yes. I think just to be clear, for the foreseeable future, flower is still a big part of our category. I think the latest BDS data showed it over 50%. So it's declining, but it's still a very important part of the segment. But to your point, I think people will be switching to different form factors, like edibles and beverages, are 2 easily identified form factors that are already part of the consumer experience of how people consume products in other segments. And we're looking to bring those consumers into the cannabis segment. So I think we will continue to build out efficacious products and products that are specifically formulated to meet different need states as a way to attract new consumers into the category. And to your point, I think on the flower end, you will get a bifurcation of flower that's grown, for consumable flower that will be probably more boutique-oriented or niche-oriented, high-end indoor grows. And then outdoor will be used as raw material for formulated products, at least that's how we see the market evolving over time.

The next question is from Andrew Partheniou with Stifel GMP.

Maybe just to talk about a little bit of the organic growth in the quarter. Could you discuss or give any kind of metrics on same-store sales growth, traffic, ticket sales? I think you mentioned a little bit about basket growth during the call. But you know any more details around that, especially considering a little bit of softness that you guys spoke about and the potential revamp of demand in 2021?

Sure. This is Mike. So if you look at managed revenue in Q3, it was $193.2 million versus the $233 million in Q4. Keep in mind, though, that Grassroots closed on July 23. So had it closed on the first of the month of July, managed revenues in Q3 would have been about $13 million or $14 million higher. So that kind of gets you a little bit of a sense of organic growth. And really where we saw the organic growth was in several states: Florida, Connecticut, Massachusetts, Nevada, New Jersey, New York and several others, Pennsylvania, Illinois. On the same-store sales front, we haven't gotten to that metric yet. I think we will do so in the future. But like we said on the call, despite all the challenges we saw in the fourth quarter, average order value per patient did increase by 5% from the third quarter, and patient growth was up about 10%.

And maybe switching gears a little bit more, big picture. We previously talked about where the cannabis industry is in this stage of the life cycle. Basically, just you need to build out capacity because every market essentially is capacity-constrained. And then the next stage would be to have innovation and compete against the black market. And the third stage would be to bring in new consumers, the vast majority of Americans that have not yet tried cannabis. Could you discuss a little bit, given that we're still in the first stage here, how long do you think at that first stage of large production expansion can last? And obviously, you guys are already starting to innovate. When do you think that, that would be a bigger -- would contribute a bigger portion to growth going forward?

Yes. I think the from our perspective, there's not going to be a clear line of delineation on when the transition starts happening. It's going to kind of all evolve at the same time. But if you think about the size of the marketplace today, I think, by some estimates, the illicit market is 4x the size of the legal market today. So just grabbing share from the illicit market is a long runway of growth of market size in the U.S. cannabis industry. Then if you think about bringing consumers in from other consumer segments, bringing in people who are currently consuming alcohol or using products in the health and wellness market for things like sleep or anxiety or going all the way to the prescription drug market in the U.S. for the use of opioids for chronic pain relief, I mean that is a huge addressable marketplace. So when you think about -- I mean, when we talk about an estimate of $75 billion to $100 billion, that might actually be conservative if you factor in stealing share from those other large growing consumer segments. So we intend to try to do all of those things. We want to not only grab share against our competitors of our existing legal marketplace. We want to continue to grab share from the illicit marketplace by offering new form factors and higher-quality products and bringing people into our category. And as -- we just did our first consumer national consumer segmentation study, and it's clear that new consumers coming in and even existing consumers are looking to move to other form factors rather than smokable flower in the future. So bringing in products that meet their needs without having to smoke flower is going to be another big growth area. But then we're also looking at omnichannel distribution of our products. So if we have something that works really well for sleep, we may have a version that has THC, sold in dispensaries. But we may also be formulating products with non-THC versions for health and wellness, and that could be distributed through national drug chains. So we see -- the path is very clear in our mind, on how we start building out our revenue growth across multiple paths against different areas of the market segmentation. So again, it won't be a clear delineation of, we moved from line -- version 1 to version 2 to version 3. It's really about building capabilities across all of those. So as these consumers come into the marketplace, we're able to capture them.

And if I could just sneak another one in here, on the EU market. Obviously, a very different dynamic from the U.S. market. Is it fair to say that you guys are thinking more about establishing a footprint early, so that when these markets do open up eventually, you guys are going to be well positioned? And in that sense, that's why you guys were talking about having strategic partners on the EU level, to minimize your investments there for the time being until the markets become a little bit more meaningful in the context of the entire Curaleaf platform?

Listen, I'll take this one. I think we are very excited about Europe, and I wouldn't do it if I wasn't. And I've been looking at where is the growth at Curaleaf going to come in '23, '24, '25, substantial growth, triple-digit growth. And as I started to look at Europe, I realized that Europe is literally where we were in 2017. And that's the status of the European market right now. And every country is reviewing legislation that liberalizes the cannabis market further than where it is today. And we're starting to see a pickup in demand. And then when we started to do studies about how many people use cannabis, we realized that cannabis usage in Europe is at least as good, if not more, than in the United States. Countries like Spain and Portugal and Italy are massive cannabis users. And so we realized that we -- I mean Germany is an 80 million person market -- I mean, it's a 740 million person market. And so I said there's no way that Curaleaf can't not be in Europe. And do I want to pay $6 billion for a company in 3 years? Or do I want to get in on the ground floor now and buy the largest, best-run operator in the market? And that's what I did. I bought the best, largest and best-run operator in the market. And we are going to raise capital at their level because the partners that we're talking to know Europe and know the Middle East. And so we really want to have a foothold there. And we think that when you look at it, if you bought in to Curaleaf, which some people did at a $300 million market cap in 2017, they're very happy with their investment today. And I think that investors need to look at it that way. Curaleaf is just -- we have an 8-country footprint, with a very strong management team, a built-out infrastructure in a legal market, not federal legal, but legal market, where we can operate and finance on normal corporate terms and where we don't have to have as much anywhere near the CapEx we do in the U.S. So it's a very exciting acquisition. And I think you're going to start seeing substantial contribution to Curaleaf starting in '23. I think over the next 2 years, although you're going to see 100-plus percent growth, it's not going to be that meaningful to the bottom Curaleaf -- the bottom line. But as we get into '23 and '24, I think you're going to start seeing very substantial contribution from Europe. And that's what management's supposed to do. We're supposed to look 5 to 10 years out and see where is the growth going to come from in our business. And so this was a very bold strategic acquisition for our group.

Yes. And I'll just add on to that, this is Joe, that we're also -- have the ability to accelerate the growth in Europe compared to what we've done in the U.S. because basically, we believe that the need states and the consumer preferences that we're driving in the U.S. will drive consumption behavior in Europe as well. So we'll be able to take the product formulation that we're perfecting here and move it right into Europe to meet those needs without having to go through another growth cycle of exploration and innovation in the marketplace. We're also able to take the capability they have around clinical research and GMP certification and deploy that across our business in the U.S. So there are a lot of synergies, other than just the growth platform, which is substantial, that we think is going to be -- act as an accelerator, and candidly, allow us to take advantage of an opportunity in a unique way that other people can't.

Congrats again on the results and all these announcements.

The next question is from Russell Stanley with Beacon Securities.

The first one relates to Florida. There's, I guess, another legislative effort underway to cap THC content levels. I'm just wondering what your thoughts are on the likelihood of the legislation passing this time and how much of a risk it may pose to your business there.

We always take every piece of legislation or any lobbying effort that can be bad for our industry seriously. This is not the first attempt to do this. It's basically the same guy and a couple of conservatives in their assembly that want to do this, but we don't believe that there's a risk of it. And all the operators are working against it. And the regulator has recommended not to accept this legislation. So we're pretty comfortable it won't happen, but we're not sitting back and doing nothing. We're making sure that we're on top of it.

Great. And just a follow-up, notwithstanding your prior comments around the attraction of the European market, just wondering around the timing of it. Does this decision to enter Europe now in any way reflect your view on valuation multiples from potential targets in the U.S.? What's your M&A outlook in the U.S. at this point? And how do you see multiples in your own market? Have they become a little too aggressive? Or are there still attractively priced targets out there for you?

Well, we do think our multiples in the U.S. have become aggressive, and it's the reason we were so aggressive in buying early on, to some criticism from people a couple of years ago. But the Curaleaf strategy was, let's get it early and let's get it cheap, which is what we did. I mean people are paying $30 million a store in Arizona where we paid $5 million a store. So I think it's important -- the timing is very, very important. And obviously, our European acquisition is part of the fact that, one, we see the market developing. I see a huge opportunity in Europe. I like scale. The scale is massive. And the barriers to entry are still higher, and it's expensive. I mean to be able to rebuild a platform like the one that Antonio built with EMMAC is very time-consuming and very expensive. And so we wanted to get in early when we can get a decent price for the asset before the prices start to go higher. On the U.S. front, I think Curaleaf will be very careful. We are going to make a couple of bolt-ons, probably during the year, but they're largely focused on just enhancing the existing businesses that we have in those states and/or working into our new interstate commerce plan, where we're starting to change the structure of our business to adjust it to the fact that when the law changes, Curaleaf needs to be ready for that. So that's the only thing that you're going to see from us. Other than that, you'll see a lot of organic plays. We're bidding for licenses -- we're not bidding, we applied for licenses in Georgia and Virginia and a bunch of other places. We try to get them as cheap as we can and then invest in them on a CapEx basis. So that's really what we're doing in the U.S. And on the European front, though, I do think you'll see a bit of activity from us in consolidating the European sector and growing our footprint there even more.

The next question is from Glenn Mattson with Ladenburg Thalmann.

So I realize it's late in the call, so I'll try and be brief and quick, but just a question on New York. Just can you give us some color on the process and how it's shaping up in terms of legalization there? And in particular, I'm just curious if the governor being distracted and in a potential weaker position could affect the time line in a negative way at all or your thoughts around that at all would be great.

Look, we -- I can't address the governor's personal issues there. But what I can say to you is that there is legislation moving very quickly right now. And we are quite hopeful that we're going to get a package of legislation for legalization of adult-use this year in New York. So I think it could happen as early as next month or so. It could happen over the next 3 to 4 months. But the legislative session lasts until June. And we think that during this session, we will get a package of legislation for adult use.

The next question is from Camilo Lyon with BTIG.

Boris, you've talked a lot about aggressively investing, and that certainly seems to be the right strategy to go after right now given the many opportunities in front of you. As you think about the context of this year's EBITDA margins getting to that 30% level, is that where you want to settle out in, as you think about revenue generation, offset with some investments that you're going to need to put into the business to get that incremental investment or the revenue? Or do you see there'll be the migration higher continually going year-to-year? And where does that EBITDA margin really kind of settle out actually from your perspective?

Listen, I think that it's a matter of the style of investing that Curaleaf has. I think that you're going to probably -- if we look out, say, 10 years from now, I think that cannabis EBITDA margins will probably be the same as most CPG companies. So a 20%, 25% margin will be considered a pretty healthy EBITDA margin for those businesses. I do think in the interim period, as we scale, you could see higher EBITDA margins for Curaleaf as well. I mean I think they could go higher than 30% going into '22 as our scale gets bigger and we're able to reduce our costs, certainly, the variable costs. So I think that you can see some upward pressure but I -- my goal right now is less focused on EBITDA and more focused on getting brand awareness and getting footprint into the market and having really, really good products. I really can't stress out the fact -- listen, I could stop investing tomorrow and blow out my EBITDA margin to 40%, 45%. But that's not my goal. My goal is to build the largest cannabis company and product company -- cannabis product company in the world. And so I am going to be continuing to invest. I think it's the right thing to do. And so far, we've been paid for it. We've had very -- I think investors that have invested with us and have held their investments have done very, very well. And I'm going to continue to execute on that strategy until it doesn't work. And I think it is working. And I think our EBITDA margins will potentially have some upward pressure going into 2022. But long term, I think most consumer goods companies' EBITDA margins level out at around 20%, 25%. I think they're very healthy margins. But I do think in the medium term, you could see some upward pressure on EBITDA margins.

Got it. That's very helpful. And just more specifically on Illinois and New Jersey. I'm curious to get your thoughts on, any movement on, specifically in Illinois, with respect to the 75 additional licenses and what's the statuses of the uses of those licenses? And with respect to New Jersey, any sort of information that you have or color that you could share with respect to how the plan is going to unfold, how the licenses will be issued? Are they going to require new adult-use-only dispensaries? Or are they going to have sharing facilities like they do in Arizona? Any color there would be helpful in terms of helping us understand the pace of ramping up that we should see in that market.

Listen, we're running a bit of out of time, so I'm going to have to quickly answer. Illinois, we're all looking forward to the additional licenses because that's what's going to drive growth. People today have to travel long distances to get to a cannabis store. So we're pretty excited about those licenses being issued. I can tell you that they've almost put everything else on hold to get those licenses out. So any M&A deals are being held up in approvals and stuff like that because they're very focused on getting the social equity licenses done. So -- and it's probably a good thing. So we do think that, that will happen pretty soon. And on New Jersey, I think that, as we've said, we think that the program will launch in its current position probably by the fourth quarter sometime. And further development in terms of how they're going to distribute the store license and everything, we're going to wait and see how the regs get developed.

This concludes our question-and-answer session, and the conference has also now concluded. Thank you for attending today's presentation. You may now disconnect.