Verano Holdings Corp. (VRNO) Earnings Call Transcript & Summary

Ladies and gentlemen, thank you for standing by, and welcome to the Verano Corporation Fourth Quarter 2021 Earnings Conference Call. [Operator Instructions] And please be advised that today's conference is being recorded. [Operator Instructions] I would now like to hand the conference over to your speaker today, Ms. Julianna Paterra. Ma'am, please go ahead.

Thank you, and good morning, everyone. Welcome to Verano's Fourth Quarter and Full Year 2021 Earnings Conference Call. I'm joined today by: George Archos, Chief Executive Officer and Co-Founder; Brett Summerer, Chief Financial Officer; Darren Weiss, Chief Operating Officer and General Counsel; and Aaron Miles, our Chief Investment Officer. During this call, we will discuss our business outlook and make forward-looking statements within the meaning of applicable security laws, which are based on management's current assumptions and expectations. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance and achievements of the business or developments in the company's industry to differ materially from those implied by such forward-looking statements. Actual events or results could differ considerably due to risks and uncertainties mentioned in our filings on EDGAR, including our financial statements and MD&A for the fiscal year ended December 31, 2021. In addition, throughout today's discussion, Verano will refer to non-GAAP measures that do not have any standardized meaning prescribed by GAAP, such as EBITDA, adjusted EBITDA and free cash flow. Management believes non-GAAP results are useful to enhance the understanding of the company's ongoing performance, but are supplemental to and should not be considered in isolation from or as a substitute for GAAP financial measures. These non-GAAP measures are defined in our earnings press release issued earlier today and available at investors.verano.com, which also includes the reconciliation of these measures to the most comparable GAAP financial measures. The financial statements we filed on EDGAR are in accordance with GAAP and account for the AltMed Companies beginning on February 11, the actual date of the acquisition. For convenience, we will also present financial information on a pro forma consolidated basis that includes the AltMed Companies for fiscal year ended December 31, 2021, as if the acquisition closed on January 1, 2021. Lastly, all currency is in U.S. dollars unless otherwise noted. I will now turn the call over to George. Please go ahead.

Thank you all for joining today. To begin, I cannot emphasize enough how proud I am of what we accomplished in what was a truly transformational 2021 for Verano, our first year as a publicly traded company. At the beginning of last year, we announced our plans to enter the public markets and become one of the largest and most profitable Tier 1 multistate operators in the U.S. I am pleased to report results that highlight the significant progress towards achieving those goals. After I discuss our preliminary results and progress, Darren Weiss, our Chief Operating Officer, will detail some of these organizational initiatives and operational developments that have been instrumental in our growth over the last 6 months. I will then cover my vision for Verano in 2022, followed by a detailed financial review from our Chief Financial Officer, Brett Summerer. Heading into 2021, we knew that it was going to be the most important year to date in Verano's history. We developed and executed against our strategic plan to bolster our visibility in the public markets, expand and deepen our footprint and improve upon our financial health. Our positive free cash flow and profitability continued to differentiate us as they allow us to reinvest in the business to relentlessly pursue growth. Since going public in February of last year, we have continued to set the pace for consolidation. Demonstrated by 16 announced acquisitions with 14 closed and 2 pending. Between organic and inorganic activity, including the contribution from pending acquisitions, we have increased our dispensary total by 60 to 114 dispensaries nationwide and increase our cultivation capacity to over 1.1 million square feet. To support our rapid growth, in 2021, we held one equity raise and made 2 amendments with favorable terms, along with 3 draws on our credit facility. Due to increased demand, we also proactively manage our cap table by accelerating our lack of schedule to facilitate additional liquidity and attract long-term fundamental and institutional investors. Of note, all of the items I just mentioned were done virtually and under the umbrella of COVID, inflation and supply chain disruptions. More importantly, we achieved all of this while remaining profitable and prioritizing a strong margin profile. We believe these strategic actions have set us up with one of the strongest growth platforms in the industry that will also increase our ability to attract and incorporate new talent and assets. We believe these actions, in combination with our operational expertise, solidifies Verano's reputation as a partner of choice for groups, which we identify a strategic addition to our portfolio. Diving into the financials of the quarter. Notwithstanding the industry and macro headwinds we faced in the fourth quarter, including rising inflation, COVID-related impacts and pricing pressure, I am extremely pleased to report that we achieved fourth quarter 2021 revenue of more than $211 million with a strong adjusted EBITDA margin of 40%. On a full year basis, but not including the full contribution from AltMed, revenue came in at $738 million, with adjusted EBITDA margins of 44%. And on a pro forma basis, assuming the AltMed transaction closed January 1, 2021, we achieved 2021 revenue of $760 million with a margin profile within the range of what we guided to. And despite downward market pricing pressure, we were also able to maintain our premium pricing position, which helped us maintain a strong margin profile. Looking ahead to our first quarter 2022 results, January and February both were impacted by significant challenges led by the Omicron variant sweeping across our consumer base on top of inflation, supply chain issues and expected seasonality. Additionally, the industry was subject to a vape ban in Pennsylvania that impacted our sales for 6 weeks. While the beginning of the year had its fair share of obstacles, the good news is that we've experienced growth and normalization in March. Given all of these headwinds for Q1 2022, we anticipate a mid-single-digit percentage decline for topline revenue. Of note, however, using March as a run rate for the first quarter, revenue would have increased sequentially from the fourth quarter, even excluding the contribution from our CTPharma acquisition. We have continued to see the momentum carry into the second quarter, which includes adult use sales turning on in New Jersey. New Jersey is a prime example of our ability to quickly scale and deploy our strategy. On April 11, of 2022, the New Jersey Cannabis Regulatory Commission, or CRC, voted to finally approve adult-use sales. One week later, the CRC advised that sales will begin on April 21. Last week, April 21 marked the first day of adult use sales for the state, a day for which we were preparing for nearly a year. We build our operations in the state with legalization of adult use in mind and had more than adequate supply for what was extremely strong demand. In fact, to our knowledge, we were the only operator in New Jersey that did not cap per customer sales as we were confident that we could meet this extra demand while continuing to prioritize our medical patients. I spent last week in New Jersey at ground zero, coaching staff, packaging product, quality checking our dispensaries and even meeting with Governor Murphy at our Elizabeth store to kick off these festivities. I saw firsthand the excitement from our new consumer base, although lines were wrapped around our dispensaries, we managed the chaos as a team to deliver an exceptional experience for our first-time cannabis buyers and repeat customers and patients. Our first few days of sales in New Jersey have been a huge success. We also remain well-positioned in our other core markets. In Florida, despite significant price compression across the industry in the second half of 2021, we held true to our premium price points, averaging prices more than 20% above other operators in the state, given the quality of our flower and other products. This is truly significant because despite our premium pricing between July and December, we gained market share to achieve the third largest market position in Florida. Further, Florida reports on a volume and not dollar basis, so this likely understates our market positioning. Florida is a very important market for our portfolio and is an example of us positioning ourselves in states that are prime for state legalization of adult use. We currently stand at 45 operating dispensaries in the state, including the recently opened Hobe Sound location and have plans to continue store openings throughout the year. To ensure adequate supply of our full suite of offerings as we expand our dispensary footprint, we are in the process of building out a second indoor facility. In addition to supporting our MÃœV brand, this increased capacity now includes a high-quality Verano brand, which was introduced into Florida earlier this year. Similar to the playbook we employed in Illinois, we are positioning ourselves ahead of the curve by growing our operations in advance of adult use legalization by the state, ensuring we are prepared to meet the resulting demand. In Pennsylvania, we are also preparing for a state-legalized adult-use market through investments in our current cultivation facility and a phased build-out of a second cultivation facility, which we anticipate coming online by the end of this year. Of note, we are building this new facility from the ground up to our state-of-the-art specs, empowering us to deliver our top quality products to the Pennsylvania wholesale market. In addition, through our current operations, we anticipate introducing our Verano strains into the Pennsylvania market in Q3 of this year. And in other markets, we recently received operational approval for the expanded cultivation facility in Nevada. In West Virginia, our newest active state, we opened our first dispensary in Morgantown in mid-March, have plans on the ground in our newly operational cultivation and processing facility and maintain the option to open 6 additional dispensaries across the state. Overall, 2021 saw significant legislative progress at the state level. A total of 5 states approved the adult use cannabis programs, giving nearly 25 million additional adults legal access to cannabis. The largest of these markets with approximately 15 million adults over the age of 21 is New York, a market into which we are thrilled to be expanding pending the close of the previously announced Goodness Growth Holdings acquisition. We believe we are entering the market at just the right time ahead of the state's rollout of its adult-use program, one which is projected to do over $1.5 billion in sales next year. The close of this acquisition will give Verano one of the 10 existing vertical licenses in the state and 4 of the state's 40 current dispensaries with the option to open 4 additional dispensaries in high traffic areas in the future. Goodness Growth's New York cultivation facility was already under expansion in preparation for our state legalized adult-use demand, which upon close gives us the ability to hit the ground running with a state-of-the-art facility built out to the highest operational standards. Closing on the Goodness Growth transaction will also get Verano one of just 2 existing licenses in Minnesota, a state that is projected to generate over $150 million in medical-only sales next year. We believe this license is significantly underappreciated by the market, and we are incredibly excited to add this license to our portfolio. The state also recently introduced flower sales with edible sales soon to follow, which presents additional growth opportunity for Verano. We are also pleased by the incremental discussions surrounding the state's prospects of transitioning to adult use legalization in the years ahead. In addition, closing on the Goodness Growth transaction will also allow us to enter New Mexico, which just launched state legalized adult-use sales this month to too much excitement. In fact, the state achieved nearly $2 million in sales on its first day. We continue to be excited about the Goodness Growth transaction, which we expect to occur by the end of the year, pending the appropriate regulatory approvals. Now I want to turn it over to our COO, Darren Weiss, to talk about some of the strategic initiatives on the organizational and operational fronts. Darren has been with us since 2015 and has an extremely strong operational background. He is an invaluable asset to the team, having led the company through our go-public transaction and helping the company build its operations during our recent period of explosive growth.

Thanks, George. Concerning the role of COO last year, one of my key initiatives was to build a more agile framework for the company, allowing for quicker and more tailored execution across the organization. Beginning in Q4, we set to reorganize and reinvent our organization. We deployed a regional corporate structure with market-level oversight at the operations, cultivation, retail and sales levels, ensuring we continue our unwavering focus on maintaining the high-quality standards Verano is known for across the industry, while we further scale in new and existing markets. As part of our corporate organization efforts, we put together a talented research and development team to preserve and create new genetics and catalyze our product and innovation pipeline as we continue to explore new opportunities. From new flower strains and form factors to product line extensions and the exploration of different tiered product and compelling brands, patients and customers can expect to see exciting new offerings from Verano in 2022 and beyond. As we've discussed historically, we recognize that the market is bigger than just a premium shopper, and want to serve the entire community through the rollout of a tiered pricing strategy to our product lines. Our Verano reserve line will remain our top quality brand, and we recently launched our Verano Essence line that is meant to serve the middle market. We're also launching a value brand to capture consumers down the value pyramid. This will not be a nationwide approach but is instead market-by-market based upon our analysis. In addition, we stepped up marketing investments, including the refresh of our Signature Verano brand launched late 2021, which you will see reflected in our presentation today. This was released alongside a revamped and newly developed company mission, vision and values. Our vision statement, "We cultivate progress," means we are tireless in our efforts to improve and progress our processes, our products, our industry and our relationships with our customers, employees and our communities. Our vision will guide the business today and into the future. And when combined with our new branding strategy, "We Say Yes," we are flipping the script on historical cannabis prohibition and igniting enthusiasm in our team and our consumers. I'll now turn it back over to George.

Thanks, Darren. While our acquisitive investments often get the headlines, I want to emphasize the importance of investing internally across our business to propel operational improvements and deepen our bench by bringing additional expertise to Verano. To keep up with our growth, we doubled our corporate headcount and nearly tripled our retail and cultivation headcount in 2021. We made key executive enhancements by elevating internal talent and attracting experienced external leaders. This included naming Brett Summerer our CFO at the beginning of this year. We have continued investments in people plan for 2022 as we hire ahead of anticipated growth. And now I'll pass it to Brett before I conclude with some final thoughts on our 2022 outlook.

Thank you, George. Today, I'll review financial highlights from the full year and fourth quarter of 2021 before moving on to discuss in detail our balance sheet and capital allocation strategy. Before I discuss our financial results, I'd like to address our conversion from IFRS to U.S. GAAP. Starting with the fourth quarter of 2021, our financials now conform to U.S. GAAP standards. We welcome this transition as it is one more step forward in our preparation for domestic exchange dual-listing. I'll begin by reviewing the impacts the transition has had on our financials as a result of the differences in accounting methodology between IFRS and U.S. GAAP. In addition, I want to briefly touch on the restatement of our 2021 IFRS quarterly financials. During the course of our year-end audit, we identified a minor change to the valuation of consideration for certain acquisitions. This resulted in a positive revaluation and classification of certain assets and liabilities for those acquisitions. The net year-to-date through Q3 impact of these was small, less than $1 million in total positive change to shareholders' equity. While we are only filing U.S. GAAP financials going forward, we decided to restate our 2021 IFRS financials. Moving on, broadly speaking, there are 4 key financial items, which are different for Verano under our U.S. GAAP books and our previous IFRS books. Three of these are specific to IFRS versus U.S. GAAP treatment, biological assets and inventory step-up primarily from the AltMed transactions' biological assets and the treatment of leases. In addition to that, we elected to start depreciating our licenses concurrent with our U.S. GAAP conversion. Traditionally, the largest U.S. GAAP conversion impact in our industry is an increase in expenses due to sale leasebacks. However, as Verano continues to hold strong aversion to sale leasebacks, there was a minimal impact that added $3 million to our expense line for the full year of 2021. Licenses will now be amortized for 15 years on the P&L under U.S. GAAP. This will impact our gross profit as cultivation licenses will fall under cost of goods sold and retail licenses will fall under SG&A. Because of the impact of gross profit, we utilized a positive impact in tax savings in 2021, and we will continue to enjoy these tax savings for many years. This had no impact on adjusted EBITDA. Finally, as part of the transition, we will no longer report 2021 with pro forma AltMed results for Q1. Turning to U.S. GAAP results for the full year, 2021 revenue was up 223% to $738 million, driven not only by our acquisitions and subsequent growth in Florida, Pennsylvania and Arizona, but also from organic performance in Illinois and New Jersey. While we're not reporting pro forma financial results for the sake of comparison on a pro forma basis, assuming the AltMed transaction closed January 1, 2021, our full year 2021 pro forma revenue was $760 million. Of note, although a large portion of our revenue was generated from Illinois and Florida, we are encouraged by our market positioning in New Jersey during the state transition to legalize adult use and by the progress we're making in Pennsylvania, Connecticut, Arizona, Maryland and Ohio. Gross profit for full year 2021 was $335 million or 45% of revenue compared to $136 million or 59% of revenue in 2020. It's important to recognize that gross margin includes the $81 million one-time item previously noted of inventory step up as well as the new amortization of licenses. These 2 items are worth over $140 million. And if adjusting for both items in both periods, our gross margin has improved slightly in 2021 versus 2020. 2021 SG&A expense was $188 million. However, essentially all of this cost increase is simply related to the acquisitions we've made. We have kept a close watch on our overhead despite making key people investments. We firmly believe that we have industry-leading expense management, which is a testament to our operations teams and their ability to create efficiencies and streamline the business. As demonstrated by our results in 2021, we are efficiently scaling our business and generating operational leverage. We had a net loss for the year of $15 million, driven by the one-time inventory step-up adjustments primarily in Florida and the choice to amortize our licenses. Full year adjusted EBITDA was $322 million. As a percent of revenue, 2021 adjusted EBITDA was 44%. We remain extremely pleased with our margin profile and are happy to have closed the year in line with our guidance. Turning to the balance sheet and statement of cash flows. We ended the year with $99 million in cash and cash equivalents. In October, we announced the $120 million upsizing of our existing credit facility with a nondilutive basis of 8.5%. And we recently exercised our option to draw the additional $100 million, bringing our total credit facility to $350 million. We expect to continue to take on debt in measured amounts with the goal of improving terms and rates to increase our cost of capital. The additional $220 million has provided us further M&A optionality as we continue to evaluate targets to both broaden our footprint into new markets and deepen our footprint in existing markets. We also actively manage our cash flow and feel well-positioned with our continued cash generation. We anticipate continuing to invest in our infrastructure in light of expected market growth. In 2021, our investment in capital expenditures totaled $141 million, fully self-funded by operating cash flow. Cash flow from operations in 2021 was $181 million and free cash flow was $40 million. Looking ahead, we plan to continue to invest in strategic projects to further enhance our capabilities and position us to take advantage of market growth opportunities. We expect to spend between $185 million and $250 million in capital in 2022 as we invest back into our business. Moving on to the financial results for the fourth quarter of 2021. And as a reminder, these metrics are all in U.S. GAAP. I'm very happy to report revenue of $211 million in what has continued to be a very challenging environment. Sales growth was slower than anticipated. However, we believe we are continuing to see seasonality effects developed in the industry in which winter months are softer than summer months, a trend that has carried over through the first quarter of 2022. Revenue from retail and wholesale for the year was 73% and 27%, respectively, assuming a gross wholesale number. On the wholesale side, we continue to invest in our cultivation facilities and are currently building out further capacity in Pennsylvania, Florida, Connecticut, Nevada and Arizona. Additionally, our Massachusetts and West Virginia facilities recently came online, giving us vertical integration in 11 of our 13 primary active markets. On the retail side in the quarter, same-store sales growth was 4.5% versus prior year. However, we are seeing slight decreases in basket size, which we attribute largely to recent inflationary highs. For example, our quarter-over-quarter basket size in Q4 fell by about 2%, which is in line with quarter-over-quarter inflation. SG&A expenses were $56 million in the fourth quarter or about 26% of revenue. While we continue to maintain a focus on expense management, we plan to continue investment in our people and sales and marketing efforts ahead of identified market growth opportunities. Looking ahead, we anticipate SG&A as a percentage of revenue to increase slightly, especially as we continue to invest in top-tier talent across the organization. Net income was about $27 million for the fourth quarter with a favorable impact driven by a reduction of acquisition liabilities. Adjusted EBITDA was $84 million or 40% of revenue for the fourth quarter. To recap, I'm incredibly proud of our team for executing during another quarter of growth marked by continued acquisitions and integration. We remain committed as an organization to delivering industry-leading profitability while growing the topline. The strong actions we have taken within the finance function, including converting to U.S. GAAP, growing our team's breadth and depth and deploying start-of-the-art finance systems is setting the groundwork for the future. Also, I would like to take a moment to recognize my team who continue to excel through one of the most complex and grueling financial reporting periods I've experienced in my 20 years in finance, with the U.S. GAAP change, 18 acquisitions and 2 auditors. Before turning over to George, the biggest thing I want to highlight is that while a lot of the actions we have taken may not have shown up in the immediate financial results, we feel that no other operator is better positioned for growth than we are. As a company, our near-term mindset is on market positioning as we exit Q1 and the good news is we are already seeing improvements: New Jersey adult-use sales, the possibility of Connecticut adult-use sales, actions across our cultivation footprint and our updated tiered product strategy. Our efforts in 2021 and our continued focus on strategic capital allocation set the stage for Verano to continue on the path of possible growth. We have access to the most strategic markets offering the highest returns on invested capital, and we're executing on our strategy. I will now turn it back over to George for some final thoughts.

Thank you, Brett. To recap, I'm tremendously proud of what we've built and grown since going public last year. We are now vertically integrated in 11 of 13 primary active markets and 14 out of 16 active markets from the close of our Goodness Growth Holdings acquisition. And while this past year was incredibly important for Verano, I am even more excited about 2022. On the closing of the Goodness Growth acquisition, we will have a leading position in 4 markets that are transitioning to adult use: New Jersey, Connecticut, New York and New Mexico as well as very strong positioning in 4 markets that we believe could pass adult use programs in the near term, including Pennsylvania, Florida, Ohio and Maryland. We also have additional organic growth opportunities with plans to open new dispensaries this year in Florida, Pennsylvania and West Virginia. These planned dispensary openings are examples of how we continue to best position ourselves ahead of market growth. On the M&A front, we remain selectively acquisitive by exploring new and interesting opportunities to strengthen our portfolio. While we've accomplished a lot this past year, we understand that there is more work to do. As 2021 progressed, we realized that industry talent challenges would arise. However, this time represented an opportunity to enhance our organizational and operational processes, accelerate our growth and meet the ever-changing demand from consumers. We also witnessed seasonality effects typical for the industry, and it should surprise no one that we've had our strongest sales in summer months, which are more active and social months for much of our geographic footprint. Additionally, muddling the discussion is COVID, supply chain disruptions, industry price compression and inflation. All clouds that are hung over the business these past 2 years. We will revisit topline guidance for 2022 on next quarter's earnings call as we gain more visibility into the New Jersey market and other growth drivers that we've built. We remain comfortable with what we've guided to in the past from a margin perspective given our current business model, although we want to reiterate that we anticipate some volatility quarter-to-quarter with our margin profile building throughout the year and ending with a 2022 full year low-40s margin. Again, with significant legislative uncertainty and numerous variables beyond our control, we do not feel it is prudent to provide full year 2022 topline guidance at this time. However, because of the efficient business model we have built, we remain confident in our ability to deliver industry-leading margins. Before I close, I want to reiterate that our core strategy has remained the same since our inception. Target attractive medical markets and prudently grow our presence so we are prepared for increased demand once a state legalizes adult-use sales. The one takeaway I want to leave you with today, we are relentless in strategically positioning Verano ahead of growth. We believe this paired with our prioritization of margin sets us apart in the industry. With that, please open it up for Q&A.

[Operator Instructions] We have the first question comes from the line of Matt McGinley of Needham.

So it looks like Verano had a fairly large step down in your wholesale business in the fourth quarter. What was the split between net wholesale and retail in the fourth quarter? Where did you see that softness in that wholesale business? And with that mid-single-digit revenue decline that you alluded to in the first quarter, like is that more on the wholesale side? Or is that more on the retail side? Or were they fairly ratable in the first quarter?

Yes. So to answer your first question, the net numbers for wholesale/retail are about 82% retail and about 18% wholesale. And then in terms of where we see Q1 versus Q4, you're going to see that the retail side has increased a bit and more or less in total, we're flat, and we're seeing that with lower discounting and therefore, stronger profitability.

Matt, George here. Another big component of that is we've also been stacking up in New Jersey to make sure we have enough supply for our stores, and we're building up inventory there, but we'll transition to more wholesale in that market as time goes on.

And then on the restatement. So I guess, how does this go from what you had stated was an auditor disagreement regarding evaluation of a single dispensary to the restatement of your 2021 financials under IFRS last night, and there were some not inconsequential P&L restatements on the income statement. I guess I'm curious like how would those 2021 restatements be related to purchase accounting on the dispensary that was consolidated back in 2019?

So it's not. Those are 2 separate items. So the Green Rx transaction that we were having to debate with the auditors was, again, just a continuous debate. And that took about another week, 1.5 weeks to wrap up. And then subsequent to that was just the QC process. However, as we went through and finalized U.S. GAAP, we felt it was best to go back and evaluate whether the IFRS numbers should be restated. So we went ahead and did that because we think it was the right thing to do. But if you look at the balance sheet, what you'll see is the net impact to shareholders' equity was $706,000 on a basis of $1.8 billion. So we're talking about a very, very small number, relatively speaking. So there's some P&L geography or some balance sheet geography associated with that, but long story short, it doesn't really affect anything from an investor perspective, in our opinion.

Next question comes from the line of Aaron Grey of Alliance Global Partners.

So first one for me, I just want to talk about the margin profile. I appreciate some of the commentary, remaining comfortable in the low 40s, you expect to get there by 4Q. Just some of the detail you provided some near-term volatility, right? So first off, can you maybe talk about on an apples-to-apples basis for the quarter, how the EBITDA margin profile would have fared? And then kind of going forward, just near term, just how much volatility should we kind of expect there? You talked about some increase on the headcount plans going forward as you had doubled it last year. So just any additional commentary on the market profile you expect near term as you get to the low 40s into 4Q would be helpful.

Are you talking more about Q1 guidance? Or are you talking more about second half and Q4?

Both. What happened 4Q on an apples-to-apples basis and then kind of going forward, near term or 1Q when we think about it.

Sure. Sure. So on an apples-to-apples basis, Q3 to Q4, we did see some discounting like our competitors through the holiday season. So it's better than what they were doing in the market, but we did do some of that as well and participated. So that drove a little bit of it. We also had some onetime items from an SG&A perspective, the Goodness Growth acquisition costs and also some bonuses that we increased towards the end of the year. So largely speaking, those are what's in there and they're not driving a ton of margin, but that's probably the key drivers of what you're seeing. For Q1, I'm not sure that we're in a position we want to guide on that at the moment. But as soon as we want to, we'll reach out.

Okay. Great. And then on New Jersey, so yes, going through -- saw your store on Elizabeth this weekend, you guys had edibles and a good amount of inventory warrant having a limitations on purchasing. So just on the inventory position for you guys, how do you think about the wholesale opportunity, getting more stores in New Jersey, selling adult-use kind of going forward to ensure that you have enough product for your own stores while also take advantage of the opportunity of a supply-constrained market kind of going forward.

Thanks, Aaron. So obviously, we've been getting ready in New Jersey for quite some time. We anticipated adult-use launch last year, not this year, but we did scale back on wholesale just to make sure we have enough supply for more importantly, our medical patients and the new adult-use consumer base. We do anticipate gearing up on the wholesale side here in the next couple of weeks. We do have supply, and we want to make sure that the Verano brand is throughout the market. And we also want to make sure that all patients have access as well as the new adult-use consumers throughout the state. So we're excited about the opportunity. I think New Jersey is going to be a shining light for us in 2022 and beyond, and we're really excited about it.

We have the next question comes from the line of Camilo Lyon of BTIG.

This is Mackenzie Boydston on for Camilo. My first question is on Illinois. Could you just talk about where your reset in this market stands today? And then just how your production ramp is progressing?

It's actually going really well. So we had -- we made some changes in part of our operation there, change the mechanicals just to be able to gear up and get the quality back to where it was historically. And that process has happened and we're now bringing down fantastic product again, which we're really excited about. We're putting it on to the market. We also introduced a middle-tier brand, which is the essence line on the flower side, which has been received tremendously well. So we anticipate gearing up throughout the year. It doesn't happen overnight. We have to get that market share back slowly, and we anticipate doing that. We thought that these new stores coming online was going to give us a better opportunity there, but unfortunately, we're still tied in litigation. So when that does happen, it will be easier for us to get that back.

Perfect. And then on the Goodness Growth acquisition, is there any update on the timeline of when you think it will close? And then also on the assets you needed to invest in Maryland. Any idea of kind of what the appetite might look like for those disposed assets?

Yes, great question. The appetite is very strong for the Maryland assets. I think Maryland is going to legalize adult use here in pretty short order. So we have high demand for those assets currently. We have not run the process yet, but we will very soon. So that should happen in short order. We do anticipate closing to be in Q4, although with New York, I anticipate it's going to be late Q4. We'll keep you guys updated as we get more information.

We have the next question comes from the line of Scott Fortune of ROTH Capital Partners.

Appreciate the questions here. Real quick, we'll focus on Florida and the premium sales there in Florida and how the prime -- premium pricing is holding up in that state, seeing promotions and discounting on the lower end, especially on the value side. Can you help understand strategically kind of holding up those margins in Florida, in fact, sales to hold margins? Or can you provide a little color more on the sales mix coming from premium versus more of the mainstream or the value products. How do you look at Florida strategically from the market side of things?

I mean, listen, Florida for us is one of our key markets, and it will be for many years to come. We're building out our second facility there. Plants are in the ground. We continue to ramp up our retail mix. We have great locations, A sites coming online this year, which will open as the new plant material comes out of the new facility. As far as premium sales, we added a new tier of product there at a higher price point. Every time we introduce it, it sells out, which is going very well for us. Again, we feel in the premium branding. Now in the market that we're in today, what's going on, on the macro side, is it going to be the majority of our sales? Most likely not. But it will continue to drive our company and our margins. And it's a product mix that we've built our company on and we feel comfortable in it. Now as we enter the middle market and we deploy a good, better, best strategy in some of these markets, we feel good about it, right? The costs associated with the lower tiers is lower than what we put into our premium products. So the margin is still strong. And as time goes on, we feel confident in being very strong in all 3 categories, both on the wholesale side and the retail side.

I appreciate the color on that. And then last question for me. Can you provide a little bit color on your comments how you saw improvement in March already being felt? Seasonality, are we seeing that recovery kind of in seasonality markets like Florida and Arizona or are you seeing that across the board kind of going forward with the state with all the states you're positioned in here?

I mean, March was significantly stronger than Jan-Feb. I mean it's a very strong run rate coming out of March continued into April. So we see good margin improvement throughout the year as well as topline improvement. Again, that's coming off of extremely soft Jan-Feb, which I think everyone saw across the country. So we're excited about the back half of the year with New Jersey launching. Obviously, that's a game changer for us, something we've all been waiting for, for quite some time, and it's been better than expected, which we're obviously very excited about.

Next question we have from the line of Russell Stanley of Beacon Securities.

Just wanted to follow up, George, on your comments around Illinois. I guess, can you elaborate on what your latest assumptions are or planning is around when those additional retail licenses might get issued? I know legal battles are borderline impossible to predict. But I guess how are you thinking about that now? And maybe how has your thinking changed over the last 3 to 6 months, given the developments or lack of development on the legal battles?

Unfortunately, apparently with this new lawsuit, this thing could get dragged out quite some time. So we're anticipating pretty flat sales in Illinois here moving forward until these new stores open. But I don't think there's anything is going to happen there until next year. So it might be a little bit of a flat patch for us in this state. So we're just going to be ready for it. We'll continue to reach out to the social equity partners and make sure that they're ready to open their stores whenever that does happen and build those relationships. But right now, I don't have a crystal ball on that one. We thought we would have some clarity here in March, and it's only getting worse to be perfectly honest.

Got it. And maybe if I could, just on the CapEx outlook. If I heard it correctly, you're looking at $185 million to $250 million. Is that $250 million? And if so, that's a relatively wide range. Just wondering if you can give us a sense as to what the -- what the drivers might be behind getting to the upper end of that range?

Sure. So the -- go ahead.

Sure. I mean it's really timeline. So we're building out that facility in Connecticut. We're building out a brand-new facility in Pennsylvania, brand-new facility in Florida, retail locations across multiple states, expansion in Ohio, expansion in Maryland. So there's -- if we hit the upper end, that means we've done a great job and that the supply chain hasn't affected us and these facilities are being built quickly. If we hit the lower end, it's just being pushed into next year. That's really what's happening. And if Goodness Growth closes earlier in Q4, we'll have significant construction going on there in New York and in Minnesota. So that's just -- it's all a timeline thing.

We have the next question comes from the line of Andrew Semple of Echelon Capital Markets.

First question here, I just want to go back to the margins, more specifically the gross margins, which came in a fair bit in Q4. I just want to go back to some of the largest drivers behind the gross margins within the fourth quarter, which of those might be expected to persist with into Q1? And just on the comments on the numerous facility expansions underway, whether that had any impact on production or the margin profile given all the expansions currently underway?

Sure. So on an apples-to-apples basis, Q4, Q3 margins, the 2 biggest drivers are the discounting we talked about, right? So Q4, the holiday discounting is very different than it is in the other time of the year. Again, we follow the market in that regard to make sure that we compete. But we don't discount as heavily as others. So that -- you should see that as being very seasonal in nature. And then the other driver would be the Illinois items that we've talked about before. And that, as we've said, we're coming out of that. So both of those items should be resolved and on their way in Q1.

Great. Just the next question here on adult-use sales in New Jersey. Just wondering if you had any surprises in the first week of the program? Whether the demand came in above expectations there? And then secondly, perhaps if you could maybe clarify the timeline that you expect to convert to the Neptune Township store to adult use?

Andrew, the biggest surprise is them turning it on in 1 week. After waiting for so much time, and then they say, "Okay, let's find our way in one week." There's a lot of work that needs to go into that, right, product labeling change, SKU counts change, et cetera, et cetera. But nonetheless, we were very excited about it. We made it happen. Teams were coming in from across the country, badging them in New Jersey, making sure that we executed. So we did a great job, and that's exactly what happened. And it will only get better as time goes on. We'll continue to introduce new SKUs. We'll bring on more people online in New Jersey, creating local jobs there for the community. So that was all great. As far as sales go, it couldn't be better, right? Right now, it's just all about efficiency and throughput, which we're known to be very good at. And that's what's happening. A lot of bright smiles and happy faces in New Jersey as we gear up adult-use there. We anticipate more and more people to come. As happens in most markets, even though there's a lot of media and a lot of press around New Jersey adult-use launch like other markets, people still don't know about it, right? So we anticipate this to get bigger and bigger day-over-day, month-over-month, and we'll be ready for it. Neptune, we should hopefully have a start in June. We have to get the next commission hearing. We did pass zoning, but there's a couple of hurdles to cross there in that community, but it will happen. It's not an if, it's just a when. So hopefully, the end of May, if not by end of June, we should be open there. And obviously, we're very excited about that store on the Jersey Shore.

We have the next question comes from the line of Kenric Tyghe of ATB Capital Markets.

George, just with respect to your first quarter guide, the mid-single-digit decrease. Is that fairly broad-based on all of the macro and related pressures that we're all too familiar with at this point? Or is it a little more concentrated perhaps in select markets? And if there is a concentration, could you sort of speak to what the pressure specific to those markets are?

It's more on the macro side. We've seen a decline in every market, it wasn't just a specific market. If it was, obviously, we would let you know about it, but this is across the country. And then again, same thing for March, right? The take-up was across the country, which is exciting for us. So this is more of a broader trend than it is a specific thing to Verano.

Great. Just wanted to cross-reference that. And then just a further question on the re-org, can you speak to and provide any color around the dislocation that, that caused and created in quarter. And then the flip side of that being what the sort of strategic rationale or expected benefits are as we look to '22 and 2023 and beyond. Clearly, these weren't decisions made or taken lightly, and you expect them to have a pretty healthy payback here. Any additional color that would be useful.

Can you clarify the first part there? I didn't catch exactly what you said, Kenric.

Sorry, George, on your re-org and the like that you undertook in Q4 as sort of the repositioning and brand changes, et cetera. Those were -- one assumes were disruptive or created dislocations. Can you sort of speak to what that dislocation was in quarter with the cost in quarter and then also sort of the benefits and merits you expect to play out from the new structure with the regional setup, et cetera.

I mean, the rebranding of products are something we started earlier in 2021. It takes quite some time to get everything approved by every regulatory body in every state, et cetera, but we'll be rolling out those new brands this year. As far as dislocation there really wasn't much. That's just something you have to gear up. You have to build up inventory, get everything in. There's been supply chain issues all over the place. So there's some buildup of inventory in Q4, which had to happen in order for these launches to occur this year. We also -- on the supply chain side, we brought in quite a bit of inventory on the construction side and on packaging and on everything that we have just because there are so many issues across the board. So we stored up quite a bit in 2021, so we don't have too many issues in 2022 but that's just getting ahead of the curve, which is what we're known for. And again, that's just operational efficiencies.

We have the next question, comes from the line of Matt Bottomley of Canaccord Genuity.

Just wanted to go back to the margin profile again. I know you guys have talked about this a little bit in your prepared remarks and in the Q&A. Understanding that there were some pricing pressures, one-time SG&A, et cetera. Maybe another way just to look at it, I'm curious, is are you able to provide any quantification of how much just the change in accounting treatment changed the profiles on a sequential basis? So you had mentioned there was some accounting for amortization that went into cost of goods sold as well as just the differences in your adjusted EBITDA calculation under U.S. GAAP. I'm just trying to carve out things that are nonfundamental related to the business at all versus some of those other factors you mentioned.

Yes, sure. So I mean, if you think about our EBITDA margin profile, all the things that we talked about are essentially eliminated anyway because it's depreciation adjustments and stuff like that. So from an EBITDA margin perspective, very, very minimal impact. From a gross margin perspective, it's the step-ups and stuff, which is out of our numbers in Q4. So in both cases, it's kind of a nonissue from that perspective. And if anything, like we're seeing the strength and the lack of discounting and whatnot in Q1, so which should be a good place.

Okay. Understood. And then just wanted to touch on your capital positioning. So just given the -- a lot of the initiatives you guys have, that sort of wide range you gave for the CapEx and just the unknowns of when things might turn on or things might get approved. Just your existing capital partner that you have in terms of the upside that you've done in your credit facility. The sufficiency of that, just given where the equity markets are, I'm sure no one wants to tap that anytime soon. So just your level of comfort for these initiatives and your ability to secure capital going forward.

Sure. So we're a very high cash flow business, right? So in the industry, there's only a few people that are fully free cash flow positive. We're one of them. So from a capital perspective, we don't need a partner for that, right? Our partnership comes in to keep our M&A optionality open and available for us.

The next question comes from the line of Spencer Hanus of Wolfe Research.

If I could shift back to New Jersey for a moment. Can you just comment on the transactions and ticket that you guys have seen in the first 6 days? And then how much volume do you think you'll be able to push through your stores in the state?

Both great questions, but we haven't seen enough transactions to really comment on basket size yet and numbers. So we want to give that -- we'll talk about that more in the Q1 call. But right now, we want to keep that kind of to ourselves. Not enough information to give that.

Got it. Totally makes sense. And then what are you seeing from a pricing standpoint to start 2022? Has there been any change from the pressure that the industry saw in 4Q? And then any comments on what you're seeing in Florida and Pennsylvania from a pricing standpoint, just given the importance of mix for you guys?

We haven't dropped pricing anywhere. The only thing that we've really done is introduce a new tier of product at a different price point, but our premium line has stayed strong in every market that we're in. So we're not looking at dropping our prices because the quality is there and the demand is there for that higher-end brand. We're just introducing the mid-tier price category, and it's going very well, and we'll roll that out in multiple states throughout this year. And at some point in time, we'll roll out a low-value brand, just to make sure we're deploying that good, better, best strategy, which is something we talked about last year, and now we'll slowly make that happen. But it won't be a national rollout. It will be market by market based on our analysis and needs.

And I'll just to add to that, we also have lower -- as we've talked about a few times already, we're going to have seasonally lower discounting because we're not in a holiday season.

There are no further question at this time. I would now like to turn the conference back over to George Archos, CEO and Founder. Mr. Archos.

Thank you, everyone, and we look forward to revisiting on May 25.

Thank you. Ladies and gentlemen, this concludes today's conference call. Thank you all for participating. You may now disconnect.