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

Good afternoon. My name is Joseph Lusardi, Executive Vice Chairman of the Board of the company, and on behalf of our management and directors, I would like to welcome you to the Annual General Meeting of Shareholders of Curaleaf Holdings, Inc. I will be acting as Chair of the meeting today. On behalf of the Board, I wish to express thanks to those shareholders who have submitted their proxies in advance of today's meeting. This year, again, given the current COVID-19 pandemic and the restrictions imposed in connection within and our commitment to protect the health and safety of the public and our shareholders, team members, including directors, officers and employees and other stakeholders, the meeting is being held virtually via live webcast only. As this meeting is being held virtually via live webcast, we think it is necessary to set out a few rules for the orderly conduct of the meeting. One, registered shareholders and duly appointed proxy holders who wish to communicate with the members of the management team and the Board or wish to present or ask a question in respect of a motion may do so using instant messaging on the Lumi virtual interface. Two, as described in our management proxy circular, duly appointed proxy holders are required to register with our transfer agent and obtain a control number prior to this meeting in order to participate, vote and ask questions during the meeting. Three, when asking a question, please indicate which entity you represent, if any, and confirm that you are a registered shareholder or a duly appointed proxy holder. Four, questions asked during the meeting will only be addressed at the end of the meeting unless they relate to procedural matters or directly related to the motions presented before the meeting. Five, questions or comments containing inappropriate language or that are otherwise disruptive to the orderly conduct of the meeting for our shareholders will not be answered. Six, questions which were already answered or that are redundant or repetitive will not be answered. Seven, for the purposes of the meeting today, voting on all matters will be conducted by a single electronic ballot. Registered shareholders and duly appointed proxy holders will be asked to vote on all business items at the same time. Voting will be open at the beginning of the formal part of the meeting and will remain open throughout the same. This will allow you to choose to vote on each resolution as soon as voting opens or wait until the conclusion of the discussion on each resolution prior to casting your votes. Only registered shareholders and duly appointed proxy holders of the company are permitted to participate in voting. When you are asked to vote, you'll receive a message on the virtual platform requesting you to register your votes. You will only have a certain period of time to do so. I would also like to advise everyone that certain of the comments you will hear today are forward-looking statements that involve assumptions, risks and uncertainties that could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. We refer you to our disclaimer regarding forward-looking statements contained in our annual information form for the year ended December 31, 2020, which was filed on SEDAR on April 18, 2021. Please note that only registered shareholders of common shares of record as of July 30, 2021, or their duly appointed proxy holders are permitted to participate, ask questions and vote at this meeting. The formal part of the meeting should last around 20 minutes. We will then move on to a short presentation by our CEO, Joseph Bayern. Finally, we will end the meeting with a short, moderated question-and-answer period to answer a few questions from shareholders. It should be noted that based on the proxies already received by the company prior to the meeting, the required level of shareholders' approval to adopt each of the resolutions presented to the shareholders at today's meeting has already been obtained, including the special resolution regarding the amendment of the articles of the company, which received approval from approximately 98% of the votes cast by the interested shareholders prior to the meeting. To expedite the formal part of the meeting, I will move and second all motions as permitted under the company's articles. We will now proceed with the formal portion of today's meeting. Please note that voting is now open and will remain open throughout the formal portion of the meeting. I call to order the annual meeting of the company's shareholders. With consent of the meeting, I appoint Kyle Crossley, Assistant General Counsel and Corporate Secretary of the company, to act as secretary of the meeting. In addition and with consent of the meeting, I appoint Odyssey Trust Company to Mr. Bart Wingerak as scrutineer. The scrutineer will report on the number of subordinate voting shares and multiple voting shares represented in person and by proxy at this meeting, tabulate the votes and report the results. The scrutineer has provided me with a copy of their report, which indicates that at least 2 shareholders in the company are present, represented by proxy. This meets the quorum requirements in the company articles and as such, we are permitted to proceed with the meeting. A copy of the final report on attendance will be filed with the records of the meeting. I have here the certificate of our transfer agent, Odyssey Trust Company, indicating that proper notice of the meeting has been given in accordance with applicable corporate and securities laws and articles of the company. Accordingly, unless there is an objection, I will dispense with the reading of the notice of the meeting. I direct that a copy of the notice and proof of mailing be kept by the secretary for the records of the meeting. The purpose of today's meeting are set out in detail in the management information circular dated July 28, 2021. Copies of the circular were made available to shareholders on or around July 30, 2021, together with the notice of the meeting and the form of proxy. Copies of the management information circular and other meeting materials are available under the company's profile on the SEDAR website. In addition to the customary annual meeting matters, there is also one item of special business for your consideration today. You will be asked to consider and, if not advisable to pass with or without modification, a special resolution of shareholders of the company for the purpose of adopting an amendment to the articles of the company in order to extend the dual-class share structure of the company. For the purposes of the meeting today, voting on all matters will be conducted by a single ballot. Registered shareholders and duly appointed proxy holders will be asked to vote on these business item after the presentation of all such business items. When you are asked to vote, you receive a message on the virtual platform requesting you to register your votes. You will only have a certain amount of time to do so. After you have registered your votes for all business items of today's meeting, the Scrutineer will compile the votes in respect for each business item. You should know that proxies lodged before this meeting allow management of the company to cast a significant number of votes. Based on the number of shares represented at this meeting, the members of the management here with me today will be able to determine the outcome of all motions that will go to a vote today. I may therefore declare the motions which will go to a vote today as carried, including the special resolution regarding the amendment of the amendments of the company, even though all the votes may not have been counted or a final report may not be available. I shall do this to keep up the pace of the meeting. Under the company's articles, the Chair of the Meeting can propose motions and no motion proposed at a meeting of shareholders is required to be seconded. In order to expedite the meeting, I'll propose certain motions and will not call for a seconder, but this is in no way intended to inhibit any questions or discussion with respect to the motions. I now declare that this meeting was properly called and duly constituted for the transaction of business. The first item of business is the presentation of the company's consolidated financial statements for the fiscal year ended December 31, 2020, as well as the auditor's report thereon. These financial statements and the auditor's reports are made available on the SEDAR website under the company's profile on March 11, 2021. The financial statements are also made available on the Odyssey Trust site on July 30, 2021, as required for our notice and access. Unless there is an objection, I will dispense with the reading of the auditor's report. We will entertain any questions with respect to the financial statements in the general question period. We now move to the next item on today's agenda. The articles of the company require a minimum of 3 directors of the company. There are currently 6 directors of the company. I move to set the number of directors on the Board of Directors of the company at 9. In accordance with the articles of the company, the Board will have discretion to select suitable candidates and appoint them as directors of the company to fill in the 3 vacancies that will remain following the meeting. And such directors will hold office until the next Annual General Meeting of the Shareholders until they are otherwise replaced. The motion is now on the floor. Is there any discussion on the motion? As mentioned at the beginning of this meeting, voting today will be conducted by a single electronic ballot. Unless there are any questions or discussions, we will now continue with the next item of business. The next matter to be acted upon is the election of 6 individuals to the Board of Directors. The term of office of the directors is from today until the next Annual Meeting of Shareholders or until such time as their successors have been duly elected or appointed. The circular contains information on each of the 6 nominees recommended for election of directors. As outlined in the circular, the following individuals have each been nominated to hold office until the close of the next Annual Meeting of the Shareholders until their successors are duly elected or appointed. They are: Boris Jordan, currently the Executive Chairman of the Board of the company; Joseph Lusardi, currently the Executive Vice Chairman of the Board of the company; Jaswinder Grover; Karl Johansson; Peter Derby; and Mitchell Kahn. Each of the persons nominated has confirmed that he is prepared to serve as a director. Each of them qualify to serve as a director under the provisions of the Business Corporations Act, British Columbia. Given that no nominations were received in accordance with the provisions contained in the company's articles, I declare the nominations to be closed. I move to nominate the directors as set forth in the circular. The motion is now on the floor. Proxies have been solicited for each of the 6 proposed qualified persons listed in the circular. The formal proxy for voting on the election of directors sets out each proposed nominee separately and allows shareholders to vote for each director individually. Is there any discussion on the motion? As mentioned at the beginning of this meeting, voting today will be conducted by a single electronic ballot. Unless there are any questions or discussion, I will now move to the next item of business. The next item of business is the appointment of the auditors of the company for the ensuing year and to authorize the directors of the company to fix the remuneration of the auditors. I move that Antares Professional Corporation, Chartered Professional Accountants, to be appointed auditors of the company until the next Annual Meeting of Shareholders and that the directors be authorized to fix their remuneration. Is there any discussion on the motion? As mentioned at the beginning of this meeting, voting today will be conducted by a single electronic ballot. Unless there are any questions or discussions, I will now move to the next item of business. The next item of business is the special resolution for the purposes of adopting an amendment to the articles of the company, hereafter referred to as the proposed amendment. The proposed amendment would extend the automatic termination of the dual-class structure of the company and as such, the automatic termination of the dual-class structure of the company would not occur on October 25, 2021, as was previously contemplated. As proposed, the proposed amendment would maintain the company's dual-class structure until the earlier to occur in the following situation: one, the transfer or disposition of multi-voting shares by Mr. Boris Jordan to one or more third-parties, which are not permanent holders as defined in the articles of the company which are available on SEDAR under the company's profile; two, Mr. Jordan or his permitted holders no longer beneficially own direct or indirectly and in the aggregate at least 5% of the issued and outstanding subordinated voting shares and multiple voting shares; and three, the first business day following the first Annual Meeting of Shareholders of the company following the subordinated voting shares of the company being listed and posted for trading on the United States National Securities Exchange such as the NASDAQ stock market or the New York Stock Exchange. The full text of the special shareholders' resolution approving the proposed amendment and amending the company is set out and reproduced in Schedule A of the management information circular and a summary of the proposed amendment can be found on Page 8 of the management information circular. Due to the requirements in the British Columbia Business Corporations Act, the articles of the company and the relevant Canadian securities law, the amendment resolution must be approved by: one, at least 2/3 of the votes cast at the meeting by all holders of subordinated voting shares and multiple voting shares present in person or represented by proxy voting together as a single class; two, at least 2/3 of the votes cast at the meeting by all holders of multiple voting shares present in person or represented by a proxy voting as a class; three, at least 2/3 of the votes cast at the meeting by all shareholders or support any voting shares present in person or represented by proxy voting as a class; and four, a majority of the votes cast at the meeting by the holders of subordinated voting shares, excluding the votes attached to the 59,235,411 subordinated voting shares beneficially owned or over which control or discretion is exercised by Mr. Jordan and the subordinate voting shares beneficially owned or over which control or direction is exercised by related parties of Mr. Jordan and persons acting jointly or in concert with Mr. Jordan, including affiliates and associates. Unless there are any objections, I will dispense with the reading of the full text of the resolution, which can be found in Schedule A of the management information circular. I now move to the proposed amendment to be approved. Is there any discussion on the motion? As previously mentioned, voting today is conducted by a single electronic ballot. Voting opened at the beginning of the formal part of the meeting. If you have not yet cast your vote in respect to each of today's business items for this meeting, please do so now. Please register your votes by accessing the voting page when prompted and by pressing on the for or against buttons next to the resolution with respect to the setting of the number of directors of the company at 9 and next to the special resolution for the purpose of amending the articles of the company, and by pressing on the for or withhold buttons next to the names of each proposed director and next to the resolution with respect to the appointment of Antares Professional Corporation, Chartered Professional Accountants as the company's auditors. Once the electronic balloting closes, the voting page will disappear and your votes will automatically be submitted. We will wait a few moments for the completion of the electronic ballots and then move on with the remainder of the meeting. We will provide registered shareholders and duly appointed proxy holders approximately 1 minute to complete the electronic ballots. Once voting is completed, I would ask that the scrutineer compile the preliminary report on the ballots regarding the preliminary results of voting on all business matters. Now the voting is completed. We will take a short break of a minute or 2 so that the scrutineers can compile preliminary ballots' results. We will reconvene in a few moments with the scrutineers' preliminary ballot results. Once the preliminary results have been compiled, Mr. Bart Wingerak will announce them.

Thank you for waiting. In my capacity as scrutineer for this meeting, I am pleased to confirm the following. One, the number of directors of the company has been set at 9; two, each of the 6 nominees have been elected as directors of the company to serve until the next Annual Meeting of Shareholders or until their successors are elected or appointed; three, the appointment of Antares Professional Corporation, Chartered Professional Accountants as auditors of the company has been approved and the Board of Directors of the company has authorized to fix their remuneration; four, the proposed amendment of the articles of the company for the purposes of amending the articles of the company have been approved.

Thank you, Mr. Wingerak. I direct that the results of the poll be included in the minutes of the meeting. If there is no further business to be brought before this meeting, I move that the formal portion of today's meeting be concluded, and I now declare the formal part of the meeting closed. Our CEO, Joseph Bayern, will now speak about the company's financial performance and business strategy.

Thank you, Joe. I will pause that -- there are a few disclaimer pages that I will pause on quickly, and then I'll move into the formal presentation section of the discussion. At Curaleaf, we're very excited about our progress and continue to move in the right direction of building a world-class consumer part of company focused in the cannabis industry. In doing that, we are focused on 3 strategic priorities. The first is we continue to extend our U.S. leadership by continuing to build out our national platform and build out our winning brands. At the same time, we are preparing by building a foundation and infrastructure to rapidly capitalize upon the potential federal legalization of cannabis within the U.S., and we are also looking at taking the strategy to the rest of the world as the global leader in cannabis. We had many highlights in 2020, including posting record managed revenue of $653 million, which grew 161% year-over-year, generating record total revenue of $626 million, which grew 184% year-over-year, recording record adjusted EBITDA of $144 million, which grew more than 4x the 2019 levels, and we've successfully completed a number of acquisitions, including Select, Grassroots, Curaleaf New Jersey, Arrow dispensaries in Connecticut, Maine Organic Therapies, Remedy, BlueKudu and ATG. So a number of exciting acquisitions, which continue to add to our distinguished portfolio of products and platform in the U.S. We significantly expanded our retail and wholesale operations through both acquisition and organic growth, growing retail operations from 51 to 96, cultivation sites from 14 to 23 and processing sites from 15 to 30, along with expanding operations from 14 states to 23 states in 2020. In addition, we continue to build on our R&D activities and drove the launch of 84 new formulated products across form factors during the year. That momentum continued into 2021 with a number of highlights in the first half, including opening 11 new dispensaries for a total of 107 as of quarter end and 109 as of today. We've increased the number of wholesale accounts we call on to over 2,000 as of the end of the first half. We've launched an innovative product called Select Squeeze, which is a beverage concentrate, into the marketplace as part of the widest cannabis product launch in history. We launched in 15 different states simultaneously, which is the first time that, that's been done. And we've introduced some exciting products like Rolling Stone Select in partnership Rolling Stone Magazine in Nevada, and B NOBLE, which is in partnership with Bernard Noble and Fab 5 Freddy in Massachusetts and Maryland. Both of those are slated for wider expansion in the back half of 2021. We also began harvesting our new cultivation centers in Florida, Arizona, Pennsylvania, Maine and New Jersey. We've bought over 250,000 square feet of new flower canopy into the marketplace in the first half of 2021, currently building out additional capacity, preparing ourselves for an exciting year in 2022 in New York, New Jersey, Connecticut, Florida and Pennsylvania. So we continue to build up our capacity to be able to meet our revenue targets going into the back half of '21 and preparing for '22. We also are excited to announce the acquisition of EMMAC Life Sciences as of April 7, which gives us a position in Europe. We are now well positioned to take advantage of what we think is going to be a large addressable market in the European marketplace as we see continued support behind legalization of cannabis in many countries in Europe. In the United Kingdom, Curaleaf International launched its second strain of medical cannabis flower. We've increased patient numbers by 250% there, and we continue to build on the momentum we have in the United Kingdom. We've exported over 1.1 ton of medical cannabis to Israel, opening up the market in Israel, which is an attractive market for us, only the second company to do so under the new regulation. And Israel has over 100,000 patients currently and is adding a further 3,000 patients each month. So we're well positioned to take on the -- take the opportunity of the growth in that marketplace. We've also created strategic partnerships in Germany with a pharmaceutical company called Zambon, the leader in the treatment of Parkinson's disease with the first co-branded product in the marketplace. And in Spain, our pharma lab, Medalchemy, received EU GMP certification for the processing of medical cannabis flower, allowing us to now export product out of Spain into other European markets. Our financial highlights in '21 first half include generating $573 million of revenue, representing year-over-year growth of 168%; generating an adjusted EBITDA margin of 26%, up 300 basis points year-over-year, and in our U.S. business, up 350 basis points year-over-year. We're on track to hit the midpoint of our full year IFRS revenue guidance of $1.2 billion to $1.3 billion while increasing our gross margin to approximately 50%, which is up 670 basis points year-over-year. We've done that by leveraging our sales -- our selling and general administrative expenses, which is now down to 29.4% of revenue, a reduction of almost 2,000 basis points year-over-year. And we have a strong balance sheet with cash and cash equivalents of $334 million as of the end of the half, which is up $74 million at the end of 2020. All this while exploring opportunities to refinance our debt in January 2022, potentially bringing down the cost of our debt substantially. We've -- as we've mentioned, we have rapid top line growth and expanding profitability. So we feel like we're on a very good trajectory and the business is moving in the right direction. We've had over 166% growth from second quarter of 2020 to the second quarter of 2021 and over 200% growth in adjusted EBITDA over that same time period. So we are continuing to build scale across all aspects of our business. And as we said before, we're operating in a very attractive market. The legal market is projected to reach $22 billion in 2021, but there's a much larger addressable marketplace when we think about not only the growth of the current legal market, switching from the illicit market, but bringing in category switching from some already large established segments of the marketplace, including U.S. alcohol and alcohol consumption and prescription drugs. We think that the market could grow anywhere between $38 billion to $40 billion by 2025, and we're well positioned to capitalize on that growth given our strategic platform, our strong orientation towards brands and products and the strong management team we have in place at Curaleaf. In closing, we believe it's a great time to be part of the cannabis industry and a great time to be part of Curaleaf. The cannabis industry is a generational wealth opportunity, which is expected to grow from $18 billion last year to over $38 billion by 2025. Our U.S. and international footprint positions us as a global industry leader. We're well poised to be able to capitalize on that growth opportunity. We have a world-class management team with decades of experience. We are committed to developing highly formulated products backed by science, and having launched close to over 200 products over the past 18 months, have a strong process of bringing that innovation into the marketplace and getting it into the hands of our consumers. We have one of the strongest balance sheets in the industry with total liquidity of $334 million as of the end of the first half. Scalable financial model, which revenue growth of twice the market growth, 100 basis points annual margin accretion, cash flow from operations of excess of 50% growth. So we're moving in the right direction. And we have several long -- short-term levers to improve profitability and cash flow, including refinancing and building scale across all aspects of our operations. So we believe that, as we said, there's a tremendous opportunity in the U.S. cannabis industry, and we are well positioned to take that leadership opportunity. With that, I'll turn the presentation back over to Joe Lusardi.

Thank you, Joe. We will now open the floor for a question-and-answer period. I ask that all attendees who would like to ask a question use the instant messaging feature of the virtual platform to do so. We will answer as many questions as time permits. When asking your question, please state your name, the entity you represent, if any, and confirm that you are a registered shareholder or a duly appointed proxy holder. Please limit your questions to topics relating to today's subject matter and keep your discussion short and to the point. We will now give attendees a brief moment to type in their questions. For each question we answer, we will summarize the question. We would like to remind you that questions which were already answered or that are redundant or repetitive will not be answered. There being no questions, we are now concluding the question-and-answer portion of this meeting. On behalf of management, our Board of Directors and our employees, I would like to take the opportunity to thank everyone for attending the meeting today. I would like to thank all of our shareholders for their commitment and continued support. We look forward to your attendance again next year.