The Cannabist Company Holdings Inc. (CBSTQ) Earnings Call Transcript & Summary

Greetings, and welcome to the Columbia Care Third Quarter 2021 Earnings Conference Call. [Operator Instructions] As a reminder, this conference is being recorded. I would now like to turn the call over to Lee Ann Evans, Vice President of Investor Relations. Thank you. You may begin.

Thank you, operator. Good morning, and thank you for joining Columbia Care's Third Quarter 2021 Conference Call. With me today are Nicholas Vita, our Chief Executive Officer; David Hart, our Chief Operating Officer; Mike Livingstone, our Interim Chief Financial Officer; and Jesse Channon, our Chief Growth Officer. Earlier this morning, we issued a press release reporting our third quarter results, which we also filed with the applicable Canadian securities regulatory authorities on SEDAR. A copy of this release is available on the Investors section of our corporate website, where you will also be able to access a replay of this call for up to 30 days. Please note that the remarks we make today regarding future expectations, plans and prospects of the company constitute forward-looking statements within the meaning of applicable Canadian securities laws. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, which we disclose in more detail in the Risk Factors section of our annual information form dated March 31, 2021 as filed with applicable regulatory authorities and posted on SEDAR. We remind you that any forward-looking statements represent our views as of today and should not be relied upon as representing our views as of any subsequent date. While we may update any such forward-looking statements in the future, we specifically disclaim any obligation to do so, except as otherwise required by applicable law. Also, please note that on today's call, we will refer to certain non-IFRS financial measures such as adjusted EBITDA and gross profit margin, excluding changes in fair value of biological assets. These measures do not have any standardized meaning prescribed by IFRS and may not be comparable to similar measures presented by other companies. Columbia Care considers certain non-IFRS measures to be meaningful indicators of the performance of its business in addition to, but not as a substitute for our IFRS results. A reconciliation of such non-IFRS financial measures to their nearest comparable IFRS measure is included in our press release issued earlier today. With that, I will turn the call over to Nick Vita to get us started. Nick?

Thank you, Lee, and good morning, everyone. I am very pleased to be here with my colleagues to discuss another record-breaking quarter for Columbia Care. As you saw from our press release issued earlier this morning, we achieved record quarterly revenue of $132.3 million, a 144% increase year-over-year and a 21% increase sequentially as well as record gross profit, gross margin, adjusted EBITDA and adjusted EBITDA margin. On every metric, we achieved exceptional growth both year-over-year and sequentially. To put it succinctly, it was a great quarter despite some of the regulatory headwinds we continue to face, which David Hart will discuss in more detail in a few minutes as part of his operational review. We will get into the drivers of our growth as well as our revised 2021 guidance in just moment. But first, I would like to address where we are going as a company and how we intend to get there. It is hard to overstate the enormous growth potential in our industry as the market opportunity expands from medical to adult use. More and more states are opening and legislating moves forward, albeit slowly at the federal level. The addressable market is huge. The opportunities are vast, and we are moving with a sense of urgency to capture that opportunity. So what specifically are our goals? We have 4 North Stars that define our growth. First, we intend to be the multistate operator in the best markets with the best margins. Second, we are establishing a nationwide retail experience with Cannabist as well as highly recognizable and sought-after national product brands. Third, we are building unique and sustainable competitive advantages. And fourth, we are leveraging data-driven decision-making to ensure customer loyalty and drive the highest returns on investment. So how do we intend to achieve those goals? We have 5 key strategies that we are executing against. Number one, grow our retail network in key markets, both organically and through acquisitions. We fully intend to be the top retail destination with brands customers are looking for. Two, we will leverage technologies such as our proprietary Forage platform to personalize the customer journey, gain mind share and create durability in those relationships. Three, we are positioning Columbia Care in key strategic markets ahead of adult-use adoption. Four, we are investing in growth of our wholesale business to enhance both margins and prepare for cross-state distribution. And five, we are laser-focused on driving EBITDA margin and free cash flow to create positive -- the positive flywheel effect of reinvesting for further growth. We have explicit goals, execute definitive strategies and relentlessly pursue the opportunities before us. We have a great team and a great strategy, and I could not be more excited about how we can achieve this over the next several years with the foundation we have built. And now let's take a moment to hit the highlights on Q3 and discuss why our financial results are indicative of the progress we are making against our strategies. First, let's talk about the retail network expansion. During the third quarter, we opened 2 new retail locations in New Jersey and Missouri, both of which are Cannabist. Notably, at the beginning of the quarter, we closed the CannAscend acquisition, formally adding 4 retail locations in Ohio. During the quarter, we also expanded the Boston location to add adult use and subsequently rebranded the location as Cannabist. And in the fourth quarter, we closed the acquisition of Medicine Man adding 4 Denver retail locations as well as a 35,000 square foot indoor cultivation facility. We have continued to progress on the rollout of Cannabist and now have 8 locations operational, and we are working to convert additional stores to the Cannabist format in the fourth quarter, including our Florida portfolio on our way to more than 80 Cannabist locations in the next 18 months. On the technology front, we are leveraging data from our Forage platform to not only help the consumer find the right product but also to generate customer loyalty in connection with Cannabist and our product brands. We continue to see increased adoption of Forage for mobile and end-use stores. Importantly, it gives us direct customer insight into the form factors and products, most in demand by location and enhances our ability to market more effectively in the future. We are generating a strategic advantage as we gather data further up the funnel to better understand the consumer, which will in turn enable us to be more efficient and effective in how we address them. Now let's shift to our geographic presence and physical growth vectors at both retail and wholesale. As a reminder, we are in 18 jurisdictions in the U.S. and Europe today, with 79 active retail locations and another 20 in development. We have 32 cultivation and manufacturing facilities and wholesale distribution operational in 13 markets. Most importantly, we are established where demand is building, including the critical states where adult use is coming online, namely New Jersey, New York and Virginia. We've made significant investments in these markets, both through the gLeaf acquisition, which solidified our position as a leading cultivator processor, wholesale supplier and retailer in 4 markets, Virginia, Maryland, Ohio and Pennsylvania, as well as our acquisition of a 34-acre cultivation site on Long Island, New York, which is now operational. During the third quarter, we commenced cultivation in West Virginia and have begun developing 5 medical dispensaries in the state, the first of which we expect to open during the fourth quarter. In September, we launched whole flower sales in Virginia and achieved record sales on the first day. More importantly, on November 8, we opened an additional retail location in the suburb of Richmond, bringing our total number of active locations in the State to 3 with 9 additional locations in development. There are more than 33,000 patients in the state with an estimated 1,000 new registrations each week. We anticipate the pace of registration will increase as the process is streamlined. We are ready to meet that demand as we have the largest cultivation wholesale and retail operations in the Commonwealth, including the largest delivery fleet, which we can use to reach the entire state. In October, we were the first cannabis company to launch whole flower sales in New York, and we will be harvesting from our Long Island cultivation facility later this quarter. We are pleased with the initial results from the Phase I of cultivation operations and look forward to providing incremental flower to the New York medical market. In New Jersey, we have additional cultivation capacity under development, which will be operational in line with the start of adult use. We are ahead of the curve in these critical growth markets as we add to our retail footprint, expand cultivation capacity and build brands that will both create retail and wholesale opportunities. Finally, before turning things over to Mike to cover the results of the quarter in more detail, I would like to comment on our financial discipline. As we have been discussing, there is significant growth opportunities for Columbia Care that are unique to Columbia Care in the markets where we have scale and significant capabilities. We are taking a thoughtful and analytical approach to where we need to invest to drive growth and to drive profitability. As you can see in our results, quarter after quarter, we are driving to improve EBITDA margins, and this feeds into the flywheel of reinvestment and growth. You should expect to see Columbia Care continue our focus on profitable growth into 4Q in 2022 and be able to provide a unique story from an investment perspective. The results of the third quarter clearly demonstrated that we are effectively executing against our key growth goals, and we are carrying solid momentum despite pernicious regulatory delays and we have a clear line of sight on how to capitalize on the growth opportunities before us. With that, let me turn it over to Mike to cover the third quarter results. Mike?

Thank you, Nick, and good morning, everyone. I'll provide a brief summary of the key financial results for the third quarter as well as discuss our outlook for the remainder of the year. As a reminder, we are no longer using combined metrics as we closed the Ohio transactions as of July 1 and now include the 4 dispensaries in our consolidated results. In order to provide apples-to-apples comparisons, we compare our Q3 2021 reported results to the combined results in prior periods. As Nick mentioned, revenue in the third quarter was $132.3 million, an increase of 21% sequentially and 144% year-over-year. The sequential revenue growth was primarily driven by growth in the Mid-Atlantic markets of Maryland, Pennsylvania and Virginia as well as Illinois and Ohio. Adjusted gross profit for the third quarter rose 35% sequentially to $64.5 million, resulting in an adjusted gross margin of more than 49%, a 527 basis point sequential improvement resulting from increased wholesale revenues in certain markets and continued scale and yield improvements in Florida, Illinois and New Jersey. Reported operating expenses were $61.5 million in the third quarter as compared with $51.5 million in Q2. This increase was driven by increased intangible amortization expense and additional operating expenses due to our acquisitions. Reported operating expenses as a percentage of reported revenue improved by 385 basis points on a sequential basis. Adjusted EBITDA improved 89% sequentially to $31 million. On a year-over-year basis, adjusted EBITDA increased 634%. We reached a record 23% EBITDA margin in Q3 and expect to see continued improvement in Q4. These results are demonstrative of our focus on improving margins that Nick spoke about. As of September 30, 2021, our cash balance was approximately $117 million compared to $140 million at the end of the second quarter. Cash flows from operations for the third quarter was approximately $19 million, a record for Columbia Care. Capital expenditures for the third quarter were approximately $40 million as we've accelerated our CapEx spend for investments in new markets of Missouri, Virginia and West Virginia as well as cultivation expansions in New York and New Jersey with ongoing improvements to operations in California, Colorado and Ohio as well. Turning to our outlook for the year. We are revising our full year guidance to $470 million to $485 million in revenue, 46% adjusted gross margin and adjusted EBITDA of $85 million to $95 million. This change is primarily driven by the impact of unanticipated regulatory delays throughout the year, which we've mentioned on prior calls, and increasing headwinds generating unfavorable pricing dynamics in key markets. For example, we were delayed in opening for adult use in Boston, Massachusetts. Slower to receive approvals in New Jersey and West Virginia and for dispensary expansion in Illinois than anticipated. The Medicine Man acquisition, which closed in November was also later than we anticipated. In addition, as other companies have noted, we've seen wholesale pricing pressures in California and Pennsylvania and increasing competition in Florida. That said, we do see continued momentum into Q4 and looking ahead to 2022, which David will discuss momentarily. We remain cognizant of the macro headwinds and we'll continue to be focused on improving profitability even in markets where competition is increasing. Before turning the call over to David, I'd like to remind you that we are planning for our conversion to U.S. filer status and consequently GAAP accounting for financial reporting next year, 2022. We believe this timing will be optimal for our investors and analysts and enable us to provide 2022 guidance at the appropriate time on a GAAP basis. With that, let me turn the call over to David to cover our operational highlights. David?

Thank you, Mike. I will focus on important operational developments during the third quarter, particularly in our top markets. On a revenue basis, our top 5 market alphabetically are California, Colorado, Massachusetts, Ohio and Pennsylvania as they were in Q2. On an adjusted EBITDA basis, the top 5 markets are now Illinois, Maryland, Massachusetts, Pennsylvania and Virginia. With Maryland and Virginia replacing Colorado and Ohio this quarter as we've seen benefits of gLeaf integration and promising Mid-Atlantic markets. Wholesale grew its contribution to revenue reaching 20% in Q3, up from 15% in Q2. As evident from our increased CapEx spend, we are scaling cultivation and manufacturing across our portfolio. We added an incremental 30,000 square feet in Q3 with more than 800,000 square feet of additional capacity planned. There are ongoing projects to upgrade and expand capacity in many of our markets, which will result in improved efficiency, potency and yield. In every market, we're proving our ability to cultivate and deliver high-quality flower from indoor to greenhouse to outdoor. Regardless of the setting, we are delivering high-quality, high-potency flower. As Mike mentioned, we have seen headwinds this year, including both regulatory and market-driven forces. In California, we are nearly complete with cultivation upgrades to increase yield, efficiency and quality of production in light of wholesale market softness and pricing pressure that we've seen in 2021. Revenue was down 10% sequentially due to lower wholesale revenue and gross margin was impacted by declining wholesale prices due to a transitory supply glut as well as planned lower biomass output during cultivation upgrade efforts that we completed in early October. We received a license for hydrocarbon manufacturing in San Diego, and we are now extracting under that license, making the Amber and Triple Seven concentrates, shatters and [ batters ] that people are looking for in the California market. We are awaiting approval for additional indoor cultivation capacity, which has proven to be more resistant to price compression. On a positive note, we are seeing early indications of gross margin improvement into Q4 at the retail level based on leadership changes as well as menu and pricing optimization efforts. We're optimistic that the quality and brand recognition will be defensive should pricing pressures persist. In Colorado, we completed planned CapEx spend in the indoor facility in Q3. We are seeing the expected results in production, and they will start working the way through the system in Q4 and into Q1. We're seeing a significant increase in quality, potency and yield for new products. We began our harvest at our outdoor facility in late Q3 and is on track to be the best yet with respect to yield and potency. We're excited about the closing of the acquisition of Medicine Man on November 1, which adds retail and cultivation to our Colorado portfolio, solidifying our position as the most scaled retailer, cultivator and manufacturer in Colorado. Massachusetts saw sequential revenue growth in the quarter of 6% with adult use beginning at our Downtown Cannabist location in August. We are continuing the implementation of automation for post-harvest flower and pre-roll production to improve yields and reduce costs in what remains a capacity-constrained flower market. We continue to improve the supply chain and are shifting the product mix between in-house brands and third-party brands to drive both revenue and EBITDA in the market. In Ohio, we are currently expanding canopy in advance of anticipated additional dispensaries coming online in the state. Ohio continues to be an attractive wholesale market, and our products are almost -- in almost every dispensary in the state. In Pennsylvania, we're moving forward with the expansion of gLeaf's cultivation capacity, adding 174,000 square feet to the current 100,000 square feet. Given the supply-demand dynamics and pricing pressures we've witnessed in the market, we will take a phased approach to bringing the additional capacity online. gLeaf currently wholesales to more than 95% of the operating dispensaries in the state, including the 3 existing Columbia Care dispensaries. We are launching more in-house brands in Pennsylvania in Q4 and throughout 2020 such as Triple Seven, Classics and Seed & Strain. In Florida, we generated significant improvement in gross margin quarter-over-quarter of nearly 1,700 basis points despite the competitive discounting environment. Margin improvement was a result of continued scale and yield improvement in cultivation and manufacturing as well as maintaining pricing discipline. We will be transitioning all locations in Florida to the Cannabist brand in Q4 and continuing to innovate and bring new products to market in addition to new flower offerings. We had some standout growth in newer markets in Q3 with New Jersey increasing revenue by 45% sequentially, Virginia up 225% over Q2. We opened a Cannabist in Deptford, New Jersey in August and expect our third dispensary in New Jersey in Q1 of 2022. We have 250,000 square feet of additional capacity in development to support medical and adult-use markets in 2022. Virginia between Columbia Care and gLeaf has seen impressive top line growth as well as margin improvement as the market matures and flower sales ramp. We now have 3 dispensaries operational with 2 more to open in Q4. We are actively pursuing additional locations to open a total of 12 in the Commonwealth. In New York, we saw a modest 4% sequential increase in revenue in Q3. We were the first operator to offer whole flower in the medical market in late October. We're anticipating the first harvest from our Long Island Greenhouse in Q4 for sales in early 2022. We continue the roll out of product brands such as Seed & Strain, Triple Seven and Classics throughout our markets. Seed & Strain is now available in 9 markets and is our most widely distributed brand. In October, we launched Classics in 5 markets simultaneously, which was the largest single-day launch of a flower brand to date. We've proven that we have the infrastructure in place to deliver consistent high-quality products across our markets, which has enabled us to establish brand partnerships. We recently announced a CBD line with People and are the exclusive cultivator and manufacturer for Mike Tyson's Tyson 2.0. We will be able to engage in additional relationships that fill gaps in our current portfolio. As Nick mentioned, we now have 8 Cannabist locations in operation which are performing above our expectations. There are dozens of locations in the near-term pipeline, including in Florida, New Jersey, New York and Virginia. We are excited to continue the rollout of Cannabist as we see the impact and impression it has for consumers and patients. Let me now turn the call back over to Nick to wrap up before we take your questions.

Thank you, David. To wrap up our comments here today, I'm very proud of what the Columbia Care team continues to accomplish. The record results of the third quarter clearly demonstrate that we are successfully executing against our growth strategies and working with urgency to pursue with the tremendous opportunities before us with strong and profitable growth. We deeply appreciate your interest in the company, and we look forward to keeping you apprised of our continued progress. With that, I'd like to turn the call over for questions. Operator?

[Operator Instructions] Our first question comes from the line of Aaron Grey with Alliance Global Partners.

Congrats on the margin improvement there. First question from me, I want to go along the wholesale line. So 20% wholesale in the quarter up from 15% in 2Q. So a 2-part question. First, do you guys have a target in mind in terms of wholesale penetration over the next 12 months or so? And then second, Nick, you made a comment in terms of preparing yourself for cross-state distribution. So wondering if you could expand on that comment in terms of maybe focused on certain markets like Colorado or California, does that mean potentially making some investments to prepare for that over time? Or just any expansion on the comment would be helpful.

Certainly. So let me first begin by -- I'll sort of set the stage for the wholesale commentary and turn it over to David to see if he has any additional thoughts. So we have given some guidance in terms of what we expect to see I think at this point, it's probably over the next 18 months. And our goal is really to drive over half the business towards the wholesale market. And that's been -- that's a byproduct of 3 primary things. The first is that in most of our states, we're actually capped out. So in the limited license markets, we cannot have more dispensaries. So we have to expand into the wholesale market. Number two, we've made a considerable investment in infrastructure to be the most efficient, highest quality producer of the brands that we produce. And I think what you saw on the Tyson 2.0, what you've seen in Classics and some of our other brands that we've rolled out nationally. That's the approach that we're taking to really introduce new high-quality products that we believe will have a more durable pricing decline curve than, let's call it, let's say, what is currently in the marketplace. And so the third is obviously sort of just a function of making sure that we take advantage of those brands effectively both on our shelves and other shelves. And so all of those point to the fact that the sort of the focus on driving wholesale market share in a profitable way is something that we're looking at nationally, and we're going to continue to look at nationally. In terms of the, let's call it, the national scale and the way the landscape may change, I don't think we anticipate a cross-border across sort of interstate commerce happening anytime in the immediate near term. But the investments we've made in places like Colorado and the methods of investments we're making in places like California and the investments we're making in places like New York really driven to create hubs and centers of excellence so that we can future-proof the business. Right now, we have an enormous amount of infrastructure in our portfolio, the return that we're getting on the dollars that we invest into that infrastructure are sufficiently attractive so that it makes sense for us to invest in these businesses to build the brands and build our scale and build our profitability and build our footprint and basically share of the mind of the consumer in each of the markets where we operate. But at some point, we're going to have to sort of take a very hard look. This will be driven by sort of regulatory change at the federal level at the way we manage our business and the way we sort of optimize our own cost structure. So it's -- I'm sure it wasn't lost on anybody that the Republicans are now taking this issue on as their issue, which I find to be incredibly interesting. And that's the sort of dynamic that we've been waiting for. So now that the -- let's call it the many midterms are done and midterms are coming up, I think you're going to see a renewed focus on issues that many politicians consider to be low-hanging fruit and cannabis happens to be one of them. So any changes, any benefit that we can get out of the political decision-makers between now and then, I don't expect anything comprehensive to happen, but I do think incremental changes that will be very positive for the sector and for Columbia Care specifically are going to materialize. But let me turn it over to David to see, if you have any thoughts on those as well.

Yes, Nick, the only thing I would add is I think it's largely depending -- depends on the timing from a regulatory perspective. We've clearly invested a lot in canopy expansion in markets where we know we're going to be capped from a dispensary perspective, and it's just -- it's basic math, how much incremental flower and concentrate wholesale product we can bring on to the market. And it's just -- it's a consequence of timing in terms of regulatory pathway. So the big markets in Virginia and New Jersey and New York in particular will drive a pretty large uptick in terms of our percentage of wholesale revenue, as a percentage of total revenue, and it's just a matter of timing and sale from a regulatory perspective.

Aaron, the only other thing I would add is what you've seen us focusing on -- I think over the past several quarters, we've guided people towards looking at that gross margin number. It's still a priority, but the #1 priority for us is adjusted EBITDA. And the way we're going to get the right mix of revenue and the right use of our asset base to hit the type of EBITDA margins that we expect of ourselves. And I think the investment community expects of Columbia Care, so that we are a leader, not a follower in adjusted EBITDA margin performance, is to really focus on wholesale as well as our own retail distribution operations.

Our next questions come from the line of Vivien Azer with Cowen.

So Nick, given your comment just now around the importance of adjusted EBITDA, maybe we could double click on your guidance revision there. Well articulated in terms of a number of different moving pieces that are informing that negative revision. But maybe you could just dimensionalize it a little bit. Just the difference between or the implications of wholesale price deflation versus regulatory delays in opening retail locations in the high-margin markets. If you could just help us understand which are the bigger drivers of the negative revision, I think that would be helpful.

So let me -- I'm going to break it into a couple of different components. And I'm going to ask the team to kind of weigh in after I follow my way through this because this is obviously -- there are a lot of very, very sort of complicated relationships. The revised guidance, so starting on the top line, I think that we were hoping to have a larger -- I'll pick on Boston for a second, right? We thought we were going to have Boston online in first quarter 2021. That didn't happen until the end of the third quarter. We're seeing the type of performance we had expected out of Boston. But that 1 facility, if you look at over sort of a 3 -- 2.5-, 3-quarter sort of time line, that's a gap that we had to fill somewhere else. And we felt that we could do that, which is why we never changed guidance. And we were actually accomplishing that because we saw strength out of markets -- out of markets many, many other markets. I think the thing that became a compounding issue from a revenue perspective is that we've seen some stability in the Pennsylvania market wholesale pricing environment, and that's important. We have not seen any resumption of discipline amongst our competitors in Florida, and we are not going to play basically the pricing game to sort of to drive market share rather than margin. And so if you look at it on a national basis, I think that we have been successful at offsetting some of those headwinds, but a number of them have materialized faster and at the same time, then so -- and as a result, we want to make sure that we can hit the numbers that we -- that we have out there. So for example, the supply chain disruptions we've had in building out our dispensaries in West Virginia or the issues we've had with the ZBA in the city of Chicago, some of those things were just out of our control. And I think that we -- when we looked at the way the pricing environment in some of the markets where we thought we'd see a larger uptick materialize, they haven't -- they've improved, but they haven't improved to the degree we'd expected. Now the consequence of that is the adjusted gross margin, and remember, this is a gross margin -- this is a full year gross margin estimate. So we started the year in the low 40s, and we're guiding up to the sort of the, let's call it, the 46% range instead of 47% range. If we saw a -- the reduction in gross margin, I think, is really a byproduct of some of the delays that we've seen a couple of markets that would allow us to drive our efficiencies. So obviously, Florida, we've seen some spectacular performance, in Illinois, we've seen some great performance. But Arizona has been a pricing-constrained environment on the wholesale and the retail side. When sort of looking at the map right now, Pennsylvania has been the single biggest negative contributor on the wholesale pricing side. And obviously, that has a direct impact on our gross margin. Now we're -- our goal when we revise guidance is to make sure we have guidance out there that we believe we can meet or beat. But I'm not -- please don't read into that. But from a margin perspective, we feel very good about that. I think that the adjusted EBITDA margin is really the dollar -- the sort of the dollars are just a reflection of the reduction in revenue. But we continue to see strength on the EBITDA line. We've continued to see strength flowing into cash flow from operations. And if I had to sort of comment on where, I think, we feel most confident, it's really in our EBITDA margin and our EBITDA performance because that, we think, is going to be the biggest -- single biggest driver of value, both for our shareholders and for the company as we look out over the next several quarters. I don't know if David or if Mike, you guys have anything that you'd like to add to that?

This is David. I would just echo the pricing pressure in Pennsylvania, both at the retail side and on the wholesale side, which is not news to anybody. It definitely came at us in sort of the later half of -- the later part of Q3. It has somewhat continued in Q4, though pricing stability in the wholesale market seems to have come back a bit to us. So I think there was a rush to the exits there at the end of Q3 in Pennsylvania, in California, the wholesale pricing continues to be unfavorable. We thought that Q3 would potentially be the low point of it, but it has trickled into Q4. There's been some stability, but it hasn't rebounded yet. So those 2 are definitely contributing factors in addition to the regulatory challenges in Illinois and Boston as Nick mentioned.

So I mean, Vivien, one thing that I'm sure is not lost on you guys, but historically, and this is something you've heard us say before, when we make significant investments in our supply chain, so for example, in New Jersey and we don't see the revenue pickup that we would have expected from the introduction of the adult use, we still have to have all of those costs absorbed somewhere. And so whether that's West Virginia, whether that's New Jersey, whether that's -- you go through the markets where we've made considerable investments and we haven't yet seen that revenue, I guess, that lagging indicator of revenue pick up once the CapEx is done and once the costs associated with the expansion of our Canopy and our manufacturing capacity is completed, like that drag, I think, is probably a sort of a -- it's a real impact from an accounting perspective, but also positions us very well for significant improvements going forward once those facilities begin to hit their stride.

Our next question comes from the line of Kenric Tyghe with ATB Capital Markets.

Nick, on the topic of New Jersey, could you provide some color, recognizing you're not providing 2022 guidance yet, but could you at least share some insight as to how you're framing up and handicapping the potential start of adult use in New Jersey as you look to your 2022 build. And perhaps then sort of expanding on that, any incremental thoughts you have on Maryland or Pennsylvania and the timing there. So we can just sort of start to at least better triangulate our own thoughts and narrow down how to be framing up some of those catalyst-type events in 2022 and their timing.

Certainly. So in Maryland, Pennsylvania, I'll start with those. I don't think we expect any financial impact from adult use in either one of those markets in 2022. It is just not something that -- we've seen real progress in Maryland. But Pennsylvania, you haven't seen broad bipartisan bicameral support for any kind of initiative like cannabis conversion to adult use. It doesn't mean that there won't be political movement, but I think operationally and financially, it's unlikely that we see a real change to those environments. Now that's not such a bad thing from the perspective of Maryland. But in Pennsylvania, we continue to see significant competitive -- the [ developed ] landscape evolve and from the standpoint of new dispensaries coming online and new cultivation facilities coming online. So our goal in Pennsylvania is really to be most efficient, highest quality producer in the supply chain so that we can offer better value to our wholesale partners as well as their customers that come through our own dispensaries. Very much the same story in Maryland, where we have a considerable wholesale business as well as we're maxed out from a retail perspective. Which was the...

New Jersey.

And in New Jersey, the political landscape. I think that everyone was surprised that Governor Murphy had such a significant challenger for the gubernatorial race. The change in the Senate President seat is material that I've always heard through the grapevine and I'm not a pundit. But I've always been told that the most powerful politician in the state of New Jersey was the former Senate President. So it will be interesting to see that how that happens. I think the lesson that we've learned just being in the space for some time is to be a little bit more conservative on time line. So I think we're expecting potentially the second quarter to be the time line when you see New Jersey adult-use come online. If it happens earlier, that's great. I hope that we are being conservative. But there are just a lot of political changes and a lot of things that have happened over the past several weeks that I think have a material impact on the way a lot of the decision-makers kind of think about their political futures.

Our next question comes from the line of Owen Bennett with Jefferies.

This is actually Derek, calling in for Owen. Question on California. You say that your approval on additional indoor capacity in the state is delayed. And we can just get some time line on when that -- when do you think that's going to come online. And in the release, you also indicated that there's early indications of Q4 improvements in California. So I was wondering if you could just get a bit deeper into those improvements on the gross margin side. That would be helpful.

Certainly. So let me turn it over to David. And David, if you get a chance, maybe we'll also talk a little bit about the impact of gross margins in Colorado because I think California and Colorado are probably 2 of the biggest negative contributors from a margin perspective.

Sure. So in California, we have a manufacturing location in San Diego that we're going through the permitting process with the city of San Diego to get approval to begin the construction. So from our experience, nothing has happened quickly in California. San Diego. We love being in San Diego. We obviously have 2 of our highest volume dispensaries in San Diego as well as our manufacturing for the State of California but it's a slow process. It's a long time you need to get hydrocarbon extraction approval in San Diego. So we're running -- we're going through the -- running through the traps to get that approved. We have the space. We have the design. We've got everything required to move forward. We're just pushing through the permitting process, which takes time. So we've informally said when we think we'll get plants under lights in that facility, but it would be in 2022. It's just -- it's a question of -- Is it first half of 2022? Or do we get plants under light early 2H. So to be determined, but we are moving forward. We have seen less price decline in high-quality A-grade flower in California that's indoor. There's always a market and a bid for that material. And so that's -- if we're going to invest in cultivation, that's where we want to invest our dollars. With respect to gross margin, it's 2 things that are impacting Q4, early days in California. One is we did make some changes to the project Cannabist stores that we acquired earlier in the year. And it involves leadership change and menu optimization. Menu optimization being bringing in a different selection of products and a faster refresh rate and more competitive pricing. So we've put a lot of heat and light on the retail side of that business. And we have seen increased foot traffic and better margins. So less discounting and more foot traffic leads to an improvement in gross margin. We've also leveraged our team in San Diego from a retail perspective and actually from Arizona, frankly, as well. So that, in addition to seeing incremental higher quality flower coming out of our existing California indoor grow after we've made all of the renovations. So we're seeing that early days in Q4, better material, which has an immediate improvement in -- regardless of where the pricing is, we're getting better pricing for that indoor higher-tacking flower. Just to include Colorado, as Nick mentioned, there is a significant potential inflection point with gross margin heading into 2022 as we work through the existing indoor material we have in Colorado. We are seeing record yields coming out of our 5-tier indoor grow that we've invested a lot of time, money and energy into. And it's a matter of timing from an accounting perspective as we move through the legacy material that's sitting on our books and getting to the new material that's now being put into finished goods. So that's more of a timing issue than anything. But it should have a significant impact because when you do look at increased grams per square foot and the quality, it does -- there's a few things for us in Colorado. We put more of our own product on the shelf, which obviously delivers higher gross margin [ and could have ] integrated, and you have more of it, frankly, to sell not only in our stores, but obviously, the Medicine Man stores that we've just brought in-house and in the wholesale market. So positive developments, but it's a timing and an accounting issue in Colorado as we come towards the end of 2021, heading into 2022.

Our next question comes from the line of Matt Bottomley with Canaccord Genuity.

I appreciate all the color in the press release and in the prepared remarks here. Just wondering if we could triangulate a little bit more, if possible, on GLM and some of the acquisitions that closed. There's been a couple that have actually closed a little bit sooner than what was initially indicated on announcement and just with the overall outlook reduction, I'm just wondering how that business in particular did relative to your expectations? And more on the top line, just given that obviously the margin profile has improved very healthily this quarter. So I'm just more interested on sort of the top line contribution of the markets that came online with that closing.

Okay. Apologies. It does look like we lost Nicholas and David's line. [Operator Instructions]

Yes, Matt, sorry, I actually hit the volume button and turn it up a little bit. By mistake, I disconnected us. No, the -- so I think the question you were asking was, can you explain how some of the early closes offset -- some of the early closes shouldn't be a positive impact to earnings rather than resulting in a reduction in guidance. Is that the...

Just wondering, given the fact that we do have some tailwinds there from those early closings, how those businesses have performed relative to your expectations, given the fact that there's some offsets with some of the markets you already described that had sequential pricing declines.

I think that the -- we've talked about Pennsylvania for some time. That was a single biggest sort of financial piece of the gLeaf puzzle. It's not to say that, that was the only piece, but it has been painful because gLeaf is such a significant participant in the wholesale market in Pennsylvania. And that's just 1 facility, right? But we've seen softness in our dispensaries too. And so it hasn't been relegated to sort of one side of the business. It's just that the market in Pennsylvania has changed, I think, materially so. And so we did get the gLeaf deal closed a little bit ahead of schedule. But that wasn't -- that as it turns out, we could not have predicted the scale and the speed at which the wholesale market and some of the pricing dynamics at the point of sale has changed. And so that's -- the offset to that is obviously Virginia, which has been great because gLeaf assets are very, very significant producers there as are the Columbia Care assets and that's been nice to see. Maryland, we've seen strength out of the retail side, but there's been a little bit of softness on the wholesale side. And Ohio continues to perform strongly. So the -- if that's the single largest M&A contributor or, let's say, sort of source of both ups and downs, I think that the delay in -- with the Medicine Man closed isn't great because Medicine Man is performing exceptionally well. We've obviously done some things, both in California and Colorado, too, and we made decisions to take facilities off-line, and that was -- we did that at the beginning of the year believing that we would have all of these positive catalysts coming down the road. And that would be the offset for the margin declines and basically the performance declines that we saw in the facilities that we basically restructured. And so there's always a bit of risk associated with making decisions like that. But in hindsight, it was the right thing to do. We have never seen more productivity out of our Colorado assets. I think it's going to be a significant game changer in the wholesale setting next year. I think the California price decline curve that we've talked about is least affected when you are -- is least meaningful when you look at the highest quality product spectrum, and that's precisely where we expect our portfolio to trend towards because of the improvements we've made on the manufacturing side. So by luck or by design, we're ahead of those dynamics from a construction and rollout perspective, but we're behind in terms of actually commercializing the products that are coming off the line. And so that mismatch is causing a little bit of heartache. But we're actually very excited about both markets because of the types of investment that we've made to prepare for precisely the type of dynamics that we're seeing right now, just they came a little bit earlier than expected.

Understood. And just 1 more from me. And apologies, I lost my line as well during some of the prepared remarks. But I'm just getting some questions this morning on some of the specific nature of what's in the -- there's a $75 million adjustment that goes into your adjusted EBITDA reconciliation for acquisition-related and settlement items. And I'm just wondering how much of that is accounted-related items versus onetime cash, just to get an idea of the more material items that go into that adjustment.

So it's a few things, right? And basically, it's a kitchen sink line item. That is being driven by accounting. But I think the short story is there's an acquisition in there. And we can't talk about it because it hasn't closed, but because of the way it's structured, we had to raise it. And then there is basically the closeout of a couple of prior existing relationships and sort of minority interest and some -- we've disclosed some of the settlements in the past in prior disclosures. But it's effectively, it's got everything under 1 umbrella so that we could basically clean up the books and put it behind us going forward and have -- basically not have to talk about this stuff anymore.

Our next question comes from the line of Andrew Semple with Echelon Capital Markets.

Congrats on the Q3 results. Just looking for an update on dried flower products in both Virginia and New York subsequent to the quarter. Have you seen any acceleration in patient demand in those states following dry flower approval and those products in the market? Are you seeing higher patient registrations or traffic in the stores? Just a fulsome update on those 2 states and how the dry flower approval is impacting the ramp?

So what I may do is just give a quick answer and then turn it over to David. But I think we've seen the form factor of preference in New York right now seems to be moving towards whole flower. So that's not surprising. There is a limit on the number of strains that are available, and I think that's changing day by day. So we're expecting that the market is getting better, but it is not accelerating the way one would think because candidly, the operators haven't had the infrastructure and the regulators haven't had the infrastructure to go through the approval process to allow us to actually build a robust sort of, let's call it, diverse product pipeline and strain pipeline. And so that's a work in progress, but it is getting better. In Virginia, on the other hand, we have the largest infrastructure from a supply chain perspective. We're seeing wholesale and retail demand. I think the issue we're seeing in Virginia is twofold. One, the registration process has an enormous backlog and enormous delays. And I think that sort of keep creating a bit of a speed governor on the adoption curve. There is no shortage of interest in rolling the program, but it just hasn't had -- the regulators haven't had the ability to keep up with the pace yet. And we're expecting some changes there that ought to be very, very positive. Separately, there isn't a lot of access. And so the -- one of the things you see in an early market is the rate of adoption actually is driven in part by the availability of access. And so the introduction of new dispensaries is a very meaningful component of that sort of, let's call it, the slope of the adoption curve that we see materializing. But both markets we're seeing positive dynamics. I think Virginia, you're seeing an accelerated version of what we're seeing in New York. But it doesn't mean that New York, we won't see a pickup. I think that the regulators are still sort of trying to get their feet beneath them. Remember, there is a process in New York where the commission really needs to drive to the decision-making process. And they were recently appointed. So these things take a little bit of time, but it is definitely getting better. But let me see, David, if you have any thoughts on that.

Yes. The only thing I would add is, we've seen this in at least 2 of the markets most recently in Pennsylvania and in Florida. There is a multi-month lag between the approval of whole flower and the uptake of new patients coming into the market. And so we're seeing the early days of people coming in and those that are already in the existing program clearly, many of them are switching from either concentrates or ground flower as an example in New York to whole flower. And in Virginia, we obviously had a huge first day and lots of momentum afterwards. But there's clearly a backlog of people that are coming into the system, and it just takes time. But it's impossible not to expect an influx of patients coming into those 2 programs like we've seen in others. It's just -- there's too many case studies out there that demonstrate what will happen in 3 and 6 months look forward from when flower becomes approved.

Our next question comes from the line of Pablo Zuanic with Cantor Fitzgerald.

Just a housekeeping question. On the press release when you say the top 5 markets by adjusted EBITDA, you include Virginia there, but that's on EBITDA margins, right, not dollar EBITDA, I suppose. That's a housekeeping question. And the second one, obviously, the guidance for the full year implies a wide range for the fourth quarter, $135 million to $150 million. For my math, you said New Jersey starts in the second quarter. So just talk about the moving pieces that would help you hit the high end of that guidance for 4Q.

Sure. So that is margin. You're correct. And the -- I think the biggest variables that could impact 4Q not necessarily in order are stability of pricing in Pennsylvania on the wholesale side. And so if we see a resumption of the pricing dynamic that we had enjoyed prior to the third quarter 2021, I think you're going to see fairly significant -- a nice snapback. The second thing is the introduction and the commercialization of the products that we finally see coming off the line in Colorado. And so if you remember in the first quarter, one of the things that we had a sort of -- one of the things that we highlighted in the first couple of quarters were the -- was the weakness in gross margin in Colorado because we took those facilities off-line. And so we have a higher-margin product, higher quality product coming into the markets right now in Colorado. And if we can commercialize that in the fourth quarter, that will have a significant impact. I think the third piece of the puzzle, obviously, and again, this is in no particular order, is just our ability to actually maintain -- you know what -- and I apologize, I misspoke. The EBITDA is actually absolute dollars, not margin. So that was my bad. I misspoke. But the third is basically some stability in Florida. And I don't expect Florida to really see a significant change, but we've seen material improvements to our own operations that ought to be contributing to the improvements in gross margin regardless of what the pricing dynamic looks like there. So if we can commercialize the products in Colorado that we've had coming off the line, if we can stabilize California, and we're seeing sort of a glimmer of hope there. And then if we can really see the pricing dynamic in Pennsylvania stabilize, I think all those 3, along with some of the other things, less materially so but along with some of the other initiatives we have going on throughout the country, you should see a significant improvement. But let me see, David, if you have any thoughts on that?

Yes. No, I think you covered it. I have got nothing more to add to that one.

Okay.

Our next question comes from the line of Glenn Mattson with Ladenburg Thalmann.

Just real quick on Virginia. Nick, curious to get your thoughts on the expectations under a new governor and just the thought process of -- some people had expectations perhaps that Virginia would convert to adult rec sales more rapidly than is currently scheduled given the fact that it's a kind of untenable situation with the ambiguity that down there. So just what your thought process is now given the new governor and if you -- I don't know if you spoke to the people there yet or not, but any color would be great.

So we have -- we -- I think we've always taken a very balanced approach to politics and certainly in election years. Glenn Youngkin is the next call-out guy. So he's a market-driven individual. He's very focused on the economic development of the State of Virginia. I think that there was more of a prioritization applied to this issue for the other candidate. But the fact is that there is bipartisan support in Virginia. There is bicameral support in Virginia. And this is something that has already been instituted into law. So I think that -- will we see changes? It's very possible. Could those changes go in either slow things down or speed things up, absolutely. We don't know the answer to that yet, and we're working on it. But one thing we do feel very good about is that you have a very rational legislative decision-making body, and you have a very rational person in the seat as a governor who is not made as a political ball, who's really thinking about all of the tools in their toolkit to drive economic stability and economic success for the State of Virginia. So this should be an issue that they're focused on and they're excited about.

Our next question comes from the line of Graeme Kreindler with Eight Capital.

You mentioned in the prepared remarks that Ohio is looking like it's shaping up to be a great wholesale market. I'm wondering what you need to see out of that market in order for it to look like a more robust vertical market where you can take advantage of the full supply chain there.

So it's been a very strong -- I'll give you my thoughts, and I'll hand it over to David. It's been a very strong market, both at the retail and the wholesale side for us. We happen to have one of the largest cultivation facilities in the state, and we have one of the broadest product portfolios available at the wholesale market. And so that's been a very good place for us to be. When you see new dispensaries come online, and what's the first thing they need is supply. And there's always a lag in terms of the availability of supply when you have a limited license market environment like you do in Ohio. So I think that we're very happy about the way our dispensaries have performed, way our margins have developed. We're very happy about the way the market has developed. It doesn't look like it's going to transition to adult use legislatively anytime soon but the market itself continues to, I think, expand very, very well, particularly in the sort of the areas where we have dispensaries. And when we look at the sort of the nature of the wholesale relationships we have are very, very strong. So I don't think that there is -- there was an intentional exclusion of the retail side in that commentary, which is, I think, more of a comment on the fact that we've seen exceptional strength on the wholesale side and both of those in parallel are driving margin. But David, what are your thoughts?

Yes. I would just add that we've got incremental canopy under development that we're trying to finish and should finish in the early part of 2022 incremental canopy. We are scaling up the manufacturing. We did close that transaction, and we're actually building out the team. And from a retail perspective, we continue to see positive trends across the board. We do know that at some point in time, they are going to be incremental dispensaries, and that's why we've opted to lean into the cultivation manufacturing side to make sure we're positioned to be able to service the new dispensaries that are coming online because we are tapped out in terms of the number of dispensaries we can own and operate.

Our next question comes from the line of Matt McGinley with Needham.

My question is on what's implied in the fourth quarter in terms of operating expense growth. You noted that the gross margin rate would still be up in the fourth quarter, but it looks like your operating expense dollars would grow at unusually high rate compared to prior quarters compared to the revenue growth. I assume a lot of that's probably timing related. But how much control do you have on those expenses if revenue doesn't express much growth into '22? And if the dollar stays -- I guess if the dollar stays the same or even grow a little bit from here, it wouldn't seem like you would have very much EBITDA rate upside in the early next year. So I'm just hoping you could help me understand like what's actually in those dollars and how variable they are.

I think that we actually have quite a bit of control over those both from an SG&A and a COGS perspective. The COGS, if we go down adjusted EBITDA when we -- the improvements that we're seeing in Colorado, California should drive a significant amount of improvement in gross margin just on the face of it. The commercialization of West Virginia, right? I mean think about it, we have all the costs in West Virginia, but we have none of the revenue. So just opening our doors there, we'll have a profound impact the same way it did in places like Florida, right? We talked about this in the past. And so when you think about the markets that were EBITDA negative, they were New Jersey, they were West Virginia, they were Missouri, they were Utah and I think those were the primary contributors. All of those were expecting to be contributing EBITDA next year. And so they won't be pulling the sort of the average down, they will actually bring the average up. I think the concern about sort of how we manage those costs relative to our revenue growth, the revenue growth is really a byproduct at this point of how long it takes the plants to grow. So it's predictable. And I think that the -- whether we're looking at sort of, let's call it, the corporate expenses as a percentage of revenue or SG&A as a percentage of revenue, both of those numbers should continue to improve materially. And so I don't think we have concerns about that. The business itself is still growing with a couple of very rare exceptions in every single market and some of those growth rates are expected to actually really sort of accelerate very quickly in 2022. And so I think New Jersey is a quintessential example of that, right? We're really -- we haven't hit our stride there. We have an enormous amount of capacity. But we know that capacity has expenses associated with it. But until the market turns from medical to adult use, we're really not going to see that acceleration of margin and profitability. And so we're trying to manage the business very, very carefully up until that point. And so you're going to see us basically when David talks about things like a phased approach when he's referring to sort of the way we think about making sort of adjustments in places like Colorado to leadership on California, I mean all of that has to do with making sure that we're managing both sides of the ledger to drive -- to continue to show that improvement. I mean, we have significant expectations for improvement in EBITDA margin next year. And whether we have a -- I mean the reduction in guidance -- you saw a 6% reduction in guidance, I can tell you that the types of profitability and improvements we're seeing in profitability sequentially and year-over-year, those are trend lines that we don't see are compromised. So we feel very good about where we are from the standpoint of operations and sort of pushing Columbia Care into that sort of that part of the marketplace where our margins are as good as if not better than our competitors. And by the way, even with a 6% decline in our guidance, we still have standout growth relative to anyone else in the market. So it's -- frankly, it's disappointing -- whenever you have to take a sort of look at kind of where you are and when you have to kind of guide like this. But the fact is that we'd rather guide like this knowing that we have all of this embedded growth in 2022 and frankly, that we're -- our trend lines are moving in a materially positive direction, and they're going to continue to do so.

Our next question comes from the line of Russell Stanley with Beacon Securities.

Just wanted to follow up on New York and not sure if I mentioned -- or I'm not sure if you covered this already, but do you have any color from the state as to when they'll release the second batch of 4 retail licenses that the incumbents are due to receive? And, of course, secondarily, what your latest view is on the timing of the adult-use market opening?

So it's -- they're great questions. I think that the truth is we don't know when those additional 4 dispensaries are going to come online. And when they're -- we are looking for them, and we're going to be ready for it when sort of we get the green light. But they have not given us an indication for timing. I think you've seen -- behind closed doors, I think you've seen members of decision-makers really hope for a 2022 rollout of adult use. Public statements have suggested it's probably 2023 when we see our first revenue in adult use, but there are a lot of things to happen between now and then, and we have obviously a governor who is going to be running for a full-blown election and the competitive landscape. And so all of that is -- I think is a bit of a question mark. I would say it's in the next -- it's certainly in the next sort of 14, 15 months. But is it 8 months rather than 15 months? That's hard to tell. What I can tell you is that between now and then the state has telegraphed and has basically opened this spigot for the whole flower into the market. They're now beginning to work very hard to sort of move quickly to create the infrastructure that allows us to introduce new products so that we can actually give patients in the medical program products that they're looking for. The same way that the patients in Pennsylvania and Florida have products that they're interested in. And so we're going to see continued expansion and growth. The question is, do we see -- the first adult use license in the first half or the second half next year? I don't know. I'm hopeful that it's kind of midyear and then with the commercialization taking place in 2023, but we'll have to stay tuned.

Our final question of today comes from the line of Jason Zandberg with PI Financial.

Most of my questions have been answered. But if I could, I wanted just to focus in on Illinois. It looks like it was one of your best-performing states in both top line revenue and EBITDA contribution. Just wanted to know sort of what that trend line in Illinois looks like here in Q4? And how impactful Jefferson Park dispensary expansion could be to your results this coming quarter?

The Jefferson park expansion is material, right? It's a Chicago-based dispensary and it basically doubles our throughput. It's been a real thorn in our side that we haven't been able to get that sort of open for business in a time line that we'd hoped. But the -- that could be a significant sort of driver of both top line growth and margin expansion. But let me turn it over to David and maybe David, if you could share some thoughts on what we're doing in Illinois to continue that trend line.

Yes. So we have seen increased foot traffic quarter-over-quarter in our dispensaries and that trend doesn't seem to be slowing down. I think what we haven't talked about is probably the success we've had on the wholesale side in terms of adding automation, automation post harvest. And I think we've got some of the best flower pre-roll material in the State of Illinois. So everything we produce, we could definitely say we could sell 100% of it in the wholesale market. So we continue to optimize between retail and wholesale to make sure that we can do everything we can from a top line, but obviously focused in that market, and that team is focused on EBITDA contribution to the organization. So continues to be a great market. Pricing in the wholesale market has not experienced what other markets have seen. And so we continue to lean into that market through new product introduction and continue to deliver high-quality flower and pre-roll to that market. So great team. They've embraced automation. And we just continue to see incremental traffic on the retail side, which is promising.

Thank you. There are no further questions at this time. This does conclude today's teleconference. We appreciate your participation. You may disconnect your lines at this time. Have a great day.

Great. Thank you.