6-K
Curaleaf Holdings, Inc. (CURLF)
UNITED STATESSECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANTTO RULE 13a-16 OR 15d-16UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of March, 2021.
Commission File Number: 333-249081
CURALEAFHOLDINGS, INC.
(Exact Name of Registrant as Specified in Charter)
666 Burrard Street, Suite 1700,Vancouver, British Columbia V6C 2X8
Canada
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ¨ Form 40-F x
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| CURALEAF HOLDINGS, INC. | |||
|---|---|---|---|
| (Registrant) | |||
| Date: | March 11, 2021 | By: | /s/ Michael Carlotti |
| Name: | Michael Carlotti | ||
| Title: | Chief Financial Officer |
EXHIBIT INDEX
| 99.1 | Press Release dated March 9, 2021 |
|---|---|
| 99.2 | Press Release dated March 9, 2021 |
Exhibit 99.1
Curaleaf Reports Record Fourth Quarter and Fiscal Year End 2020 Financial and Operational Results
Record Fiscal Year and Fourth Quarter2020 Pro Forma Revenue^(1)(2)^of $767.1 Million and $238.8 Million, Respectively
Record Fiscal Year and Fourth Quarter2020 Managed Revenue^(1)^ of $653.0 Million, up 161% from 2019 and $233.3 Million, up 186% from 2019, Respectively
Record Fiscal Year and Fourth Quarter2020 Adjusted EBITDA^(1)^ of $144.1 Million up 456% from 2019 and $53.8 Million up 289% from 2019, Respectively, as OperationsAcross 23 States Continue to Scale
Raised $289.8 Million of Net Proceedsfrom a Common Stock Offering and Debt Offering in January 2021, Providing the Company with Capital to Pursue Additional Organicand Inorganic Growth Opportunities
WAKEFIELD, Mass., March 9, 2021 – Curaleaf Holdings,Inc. (CSE: CURA) (OTCQX: CURLF) (“Curaleaf” or the “Company”), a leading U.S. provider of consumer products in cannabis, today reported its financial and operating results for the fourth quarter and year ended December 31, 2020. All financial information is provided in U.S. dollars unless otherwise indicated.
Q4 and FY2020 Financial Highlights (Unaudited)
| % qoq | % yoy | % yoy | ||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ($<br> thousands, except per share amounts) | Q4<br> 2020 | Q3<br> 2020 | Change | Q4<br> 2019 | Change | FY<br> 2020 | FY<br> 2019 | Change | ||||||||||||||||
| Managed<br> Revenue^(1)^ | $ | 233,339 | $ | 193,220 | 21 | % | $ | 81,667 | 186 | % | $ | 652,983 | $ | 250,642 | 161 | % | ||||||||
| Total Revenue | $ | 230,253 | $ | 182,408 | 26 | % | $ | 75,457 | 205 | % | $ | 626,637 | $ | 221,018 | 184 | % | ||||||||
| Gross profit before impact<br> of biological assets | $ | 110,595 | $ | 91,775 | 21 | % | $ | 39,762 | 178 | % | $ | 315,489 | $ | 118,632 | 166 | % | ||||||||
| Gross<br> profit on cannabis sales^(1)^ | $ | 109,625 | $ | 89,669 | 22 | % | $ | 21,986 | 399 | % | $ | 275,071 | $ | 71,471 | 285 | % | ||||||||
| Gross<br> margin on cannabis sales^(1)^ | 48 | % | 50 | % | 38 | % | 47 | % | 41 | % | ||||||||||||||
| Adjusted<br> EBITDA^(1)^ | $ | 53,784 | $ | 42,295 | 27 | % | $ | 13,824 | 289 | % | $ | 144,080 | $ | 25,903 | 456 | % | ||||||||
| Net income (loss) attributable<br> to Curaleaf Holdings Inc. | $ | (35,274 | ) | $ | (9,343 | ) | $ | (26,561 | ) | $ | (61,735 | ) | $ | (67,244 | ) | |||||||||
| Net income (loss) per<br> share – basic and diluted | $ | (0.05 | ) | $ | (0.01 | ) | (0.06 | ) | (0.11 | ) | (0.15 | ) | ||||||||||||
| (1) | See "Non-IFRS Financial and Performance Measures" below for more information regarding Curaleaf's use of Non-IFRS<br>financial measures and other reconciliations. | |||||||||||||||||||||||
| --- | --- | |||||||||||||||||||||||
| (2) | Fourth Quarter Pro Forma for the period included the revenue from Alternative Therapies Group, Inc. (“ATG”) as<br>if the acquisition had occurred on October 1, 2020, the revenue of then pending acquisitions of Maryland Compassionate Care and<br>Wellness, LLC (Grassroots related subsidiary) as if it occurred on October 1, 2020 and excluded revenue of the pending asset sales<br>of HMS Health, LLC, HMS Processing, LLC and Town Center Wellness, LLC as if the sales had occurred on October 1, 2020. Fiscal Year<br>2020 Pro Forma includes the revenue from Cura Partners, Inc. (“Select”), Arrow Companies (“Arrow”), Remedy<br>Compassion Center, Inc. (“Remedy”), GR Companies, Inc. (“Grassroots”), Virginia’s Kitchen, LLC (“Blue<br>Kudu”), Curaleaf NJ, Inc. (“CLNJ”), Prime Organic Therapy, Inc. (“MEOT”) and ATG as if the acquisitions<br>had occurred on January 1, 2020 and excluded revenue of the pending asset sales of HMS Health, LLC, HMS Processing, LLC and Town<br>Center Wellness, LLC as if the sales had occurred on January 1, 2020. | |||||||||||||||||||||||
| --- | --- |
Fourth Quarter Highlights
| · | Record managed revenue of $233.3 million, which grew 186% year-over-year and 21% sequentially |
|---|---|
| · | Record total revenue of $230.3 million, which grew 205% year-over-year and 26% sequentially |
| --- | --- |
| · | Record adjusted EBITDA of $53.8 million, which grew 289% year-over-year and 27% sequentially |
| --- | --- |
| · | Completed acquisition of Alternative Therapies Group (“ATG”) |
| --- | --- |
| · | Completed divestiture of Curaleaf Maryland’s assets for a total consideration of $4.0 million |
| --- | --- |
| · | R&D activities drove the launch of 32 new formulated products across form factors during the quarter |
| --- | --- |
Full Year Highlights
| · | Record managed revenue of $653.0 million, which grew 161% year-over-year |
|---|---|
| · | Record total revenue of $626.6 million, which grew 184% year-over-year |
| --- | --- |
| · | Record adjusted EBITDA of $144.1 million, which grew more than four times 2019 levels |
| --- | --- |
| · | Successfully completed eight acquisitions, including Select, Grassroots, Curaleaf NJ, Arrow, MEOT, Remedy, Blue Kudu and ATG |
| --- | --- |
| · | Significantly expanded retail and wholesale operations through both acquisitions and organic growth, growing retail operations<br>from 51 to 96, cultivation sites from 14 to 23, and processing sites from 15 to 30, along with expanding operations from 14 states<br>to 23 states |
| --- | --- |
| · | R&D activities drove the launch of 84 new formulated products across form factors during the year |
| --- | --- |
Post Fourth Quarter Highlights
| · | Curaleaf to enter European cannabis market with proposed acquisition of EMMAC Life Sciences Limited, Europe’s largest<br>vertically integrated independent cannabis company, making Curaleaf the undisputed global cannabis market leader based on revenue.<br>The transaction is expected to close early in the second quarter of 2021. |
|---|---|
| o | See the additional Curaleaf press release issued today regarding the acquisition of EMMAC Life Sciences Group at: https://ir.curaleaf.com/press-releases |
| --- | --- |
| · | Raised net proceeds of $240.6 million in a public offering of 18,975,000 subordinate voting shares and net proceeds of $49.2<br>million from a tack-on to the Company’s existing secured credit facility |
| --- | --- |
| · | Opened 5 new stores since December 31, 2020 in Florida, Pennsylvania and Maine, bringing total retail locations to 101 |
| --- | --- |
Joe Bayern, Chief Executive Officer of Curaleaf stated, “Curaleaf’s record fourth quarter results reflected the benefit of our acquisition of Grassroots, which expanded our presence into 6 new states, including high-growth markets such as Illinois and Pennsylvania as well as the continued ramp up of Select, which is now in 17 states. In 2021, we expect to see the positive benefits of the transformative legalization of adult-use cannabis in Arizona and New Jersey. As we have stated, we believe New Jersey will accelerate the potential of future adult-use in key states such as New York, Pennsylvania and Connecticut. Each of these markets present an enormous growth opportunity for us, as Curaleaf is the only MSO with a leading presence in every one of these states.”
Boris Jordan, Executive Chairman of Curaleaf commented, “In parallel with the announcement of our record financial results, earlier today Curaleaf issued a separate press release announcing its entrance into the European cannabis market with acquisition of EMMAC Life Sciences Limited, Europe’s largest vertically integrated independent cannabis company. This milestone transaction will establish Curaleaf with a presence in key European medical cannabis markets including the United Kingdom, Germany, Italy, Spain, and Portugal, among others. The proposed transaction will provide Curaleaf with access to the European market of 748 million people, representing another transformational growth driver for Curaleaf for years to come.”
Mike Carlotti, Chief Financial Officer of Curaleaf, added, “Curaleaf, once again, delivered record quarterly and annual results highlighted by record Managed Revenue, Pro Forma Revenue, and a 27% sequential improvement in Adjusted EBITDA. With our successful integration of Alternative Therapies Group in October 2020, starting next quarter, we will no longer report Managed Revenue thus simplifying our financial reporting. Our recent capital raises further strengthen the Company’s balance sheet providing it with ample capital to pursue planned organic growth initiatives, potential investments in states that may go adult-use sooner than later and for strategic acquisition opportunities. We believe that 2021 will be yet another record year for Curaleaf as we continue to expand our cultivation in key markets, open additional stores, expand our product and brand platforms, invest in future growth opportunities as well as see the benefit from Arizona’s recently approved adult use market and potentially New Jersey’s in late 2021.”
Financial Results for the Fourth Quarter Ended December 31,2020
Managed Revenue for the fourth quarter of 2020 was a record $233.3 million, an increase of 185.7% compared to $81.7 million in the fourth quarter of 2019. Managed Revenue for the fourth quarter increased 20.8% sequentially.
Total Revenue for the fourth quarter of 2020 was a record $230.3 million, an increase of 205.1% compared to $75.5 million in the fourth quarter of 2019. Total Revenue for the fourth quarter of 2020 increased 26.2% sequentially.
Retail revenue increased by 242.2% to $164.9 million during the fourth quarter of 2020, compared to $48.2 million in the fourth quarter of 2019. The increase in retail revenue was primarily due to organic growth and new store openings in Florida, Massachusetts, Arizona, Illinois and New York, coupled with the impact of Grassroots, Curaleaf NJ, Arrow, and Maine Organic Therapy acquisitions in 2020, as well as acquisitions of two dispensaries in Arizona in the third quarter of 2019 and acquisition of Acres in Nevada in late 2019.
Wholesale revenue increased 578.5% to $64.4 million during the fourth quarter of 2020, compared to $9.5 million in the fourth quarter of 2019. Growth in wholesale revenue was due primarily to the addition of Select, Grassroots, Curaleaf NJ, Blue Kudu and ATG as well as an increase in Maryland and New York as a result of increased cultivation and harvest.
Management fee income decreased by 94.5% to $1.0 million during the fourth quarter of 2020, compared to $17.8 million in the fourth quarter of 2019. The decrease in the management fee income was primarily due to the acquisitions of Curaleaf NJ, the managed not-for-profit in New Jersey in July 2020 and ATG in November 2020.
Gross profit before impact of biological assets for the fourth quarter of 2020 was $110.6 million, compared to $39.8 million for the fourth quarter of 2019. The increase was primarily due to the continued improvement and increases in the operating capacity and efficiency of the Company’s cultivation and processing facilities.
Gross profit on cannabis sales was $109.6 million for the fourth quarter of 2020, resulting in a 48% margin, compared to $22.0 million in the fourth quarter of 2019. The increase was primarily due to the continued improvement and increases in the operating capacity and efficiency of the Company’s cultivation and processing facilities.
Adjusted EBITDA was a record $53.8 million for the fourth quarter of 2020, compared to $13.8 million for the fourth quarter of 2019.
Net loss, attributable to Curaleaf Holdings, Inc., for the fourth quarter of 2020 was $35.3 million, compared to a net loss of $26.6 million in the fourth quarter of 2019. The increase was a result of a $16.3 million increase in depreciation and amortization and a $10.5 million increase in share-based compensation, both of which are non-cash, a $25.8 million increase in income tax expense and a $20.3 million increase in net interest expense. These were partially offset by a $10.2 million increase in other income, which is mainly driven by gains on investments offset by impairment on the Eureka license, a $9.3 million increase in the fair value of biological assets, and a $5.4 million decrease in one-time expenses.
Financial Results for the Year Ended December 31, 2020
Managed Revenue for the year ended 2020 was a record $653.0 million, an increase of 160.5% compared to $250.6 million in for the year ended 2019.
Total Revenue for the year ended 2020 was a record $626.6 million, an increase of 183.5% compared to $221.0 million for the year ended 2019.
Retail revenue increased by 205.0% to $423.2 million during the year ended 2020, compared to $138.7 million for the year ended 2019. The increase in retail revenue was primarily due to organic growth and new store openings in in Florida, Massachusetts, Arizona, Illinois and New York, coupled with the impact of Grassroots, Curaleaf NJ, Arrow, and Maine Organic Therapy acquisitions in 2020, as well as acquisitions of two dispensaries in Arizona in the third quarter of 2019 and acquisition of Acres in Nevada in late 2019.
Wholesale revenue increased 364.2% to $163.0 million during the year ended 2020, compared to $35.1 million for the year ended 2019. Growth in wholesale revenue was due primarily to the addition of Select, Grassroots, Curaleaf NJ, Blue Kudu and ATG as well as an increase in Maryland and New York as a result of increased cultivation and harvest.
Management fee income decreased by 14.3% to $40.4 million during the year ended 2020, compared to $47.2 million for the year ended 2019. The decrease in the management fee income was primarily due to the acquisitions of Curaleaf NJ, the managed not-for-profit in New Jersey in July 2020 and ATG in November 2020.
Gross profit before impact of biological assets for the year ended 2020 was $315.5 million, compared to $118.6 million for the year ended 2019. The increase was primarily due to the continued improvement in the operating capacity and efficiency of the Company’s cultivation and processing facilities.
Gross profit on cannabis sales was $275.1 million for the year ended 2020, resulting in a 47% margin, compared to $71.5 million for the year ended 2019. The increase was primarily due to the continued improvement in the operating capacity and efficiency of the Company’s cultivation and processing facilities.
Adjusted EBITDA was a record $144.1 million for the year ended 2020, compared to $25.9 million for the year ended 2019.
Net loss, attributable to Curaleaf Holdings, Inc., for the year ended 2020 was $61.7 million, compared to a net loss of $67.2 million for the year ended 2019. The decrease was a result of a $24.1 million increase in other income, which is mainly driven by gains on investments partially offset by impairment on the Eureka license, and a $52.0 million increase in the fair value of biological assets. These were partially offset by an increase of $51.3 million in depreciation and amortization and a $14.3 million increase in share-based compensation, both of which are non-cash, a $59.3 million increase in income tax expense, a $47.7 million increase in net interest expense, and a $13.3 million increase in one-time expenses.
Balance Sheet and Liquidity
As of December 31, 2020, and prior to the Company’s recent capital raises, it had $73.5 million of cash on hand, $291.5 million of outstanding debt net of unamortized debt discounts and the weighted average fully diluted shares outstanding during the year were 557.2 million.
Conference Call and Webcast Information
Curaleaf will host a conference call and audio webcast today at 4:30 pm ET to answer questions about the Company's operational and financial highlights. The dial-in numbers for the conference call are +1-888-317-6003 (U.S.), +1-866-284-3684 (Canada) or +1-412-317-6061 (Int’l) Passcode: 5071585. Please dial-in 10 to 15 minutes prior to the start time of the conference call and an operator will register your name and organization.
The conference call will also be available via webcast, which can be accessed through the Investor Relations section of Curaleaf's website, https://ir.curaleaf.com/events.
For interested individuals unable to join the conference call, a dial-in replay of the call will be available until March 16, 2021 at 11:59 pm ET and can be accessed by dialing +1-877-344-7529 (U.S.), +1-855-669-9658 (Canada) or +1-412-317-0088 (International) and entering replay pin number: 10152585. The online archive of the webcast will be available on https://ir.curaleaf.com/events for 90 days following the call.
Non-IFRS Financial and Performance Measures
In this press release Curaleaf refers to certain non-IFRS financial measures such as “Pro Forma Revenue”, “Managed Revenue”, “Gross Profit on Cannabis Sales” and “Adjusted EBITDA”. These measures do not have any standardized meaning prescribed by IFRS and may not be comparable to similar measures presented by other issuers. Curaleaf defines “Managed Revenue” as total revenue plus revenue from entities for which the Company has a management contract but does not consolidate the financial results based on IFRS 10 – Consolidated Financial Statements. Curaleaf defines “Pro Forma Revenue” as “Managed Revenue” plus revenue from operations of pending and closed acquisitions as if such acquisitions occurred on January 1, 2020 for the Company’s fiscal year and as of October 1, 2020 for the Company’s fourth quarter. The Company defines “Gross Profit on Cannabis Sales” as retail and wholesale revenues less cost of goods sold. “Adjusted EBITDA” is defined by Curaleaf as earnings before interest, taxes, depreciation and amortization less share-based compensation expense and one-time charges related to business development, acquisition, financing and reorganization costs. Curaleaf considers these measures to be an important indicator of the financial strength and performance of our business. We believe the adjusted results presented provide relevant and useful information for investors because they clarify our actual operating performance, make it easier to compare our results with those of other companies and allow investors to review performance in the same way as our management. Since these measures are not calculated in accordance with IFRS, they should not be considered in isolation of, or as a substitute for, our reported results as indicators of our performance, and they may not be comparable to similarly named measures from other companies. The following tables provide a reconciliation of each of the non-IFRS measures to its closest IFRS measure.
Managed Revenue (Unaudited)
($ thousands)
| Q4 2020 | Q3 2020 | Q4 2019 | FY 2020 | FY 2019 | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Retail revenue | $ | 164,932 | $ | 135,344 | $ | 48,196 | $ | 423,183 | $ | 138,738 |
| Wholesale revenue | 64,351 | 44,958 | 9,485 | 163,036 | 35,119 | |||||
| Management fee income | 970 | 2,106 | 17,776 | 40,418 | 47,161 | |||||
| Total Revenue | 230,253 | 182,408 | 75,457 | 626,637 | 221,018 | |||||
| Revenue from managed entities, net of MSA fees | 3,086 | 10,812 | 6,210 | 26,346 | 29,624 | |||||
| Managed revenue | $ | 233,339 | $ | 193,220 | $ | 81,667 | $ | 652,983 | $ | 250,642 |
Gross Profit on Cannabis Sales (Unaudited)
($ thousands)
| Q4 2020 | Q3 2020 | Q4 2019 | FY 2020 | FY 2019 | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Retail and wholesale revenues | $ | 229,283 | $ | 180,302 | $ | 57,681 | $ | 586,219 | $ | 173,857 |
| Cost of goods sold | 119,658 | 90,633 | 35,695 | 311,148 | 102,386 | |||||
| Gross profit on cannabis sales | $ | 109,625 | $ | 89,669 | $ | 21,986 | $ | 275,071 | $ | 71,471 |
Adjusted EBITDA (Unaudited)
($ thousands)
| Q4 2020 | Q3 2020 | Q4 2019 | FY 2020 | FY 2019 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Net loss | $ | (35,109 | ) | $ | (8,931 | ) | $ | (27,152 | ) | $ | (61,328 | ) | $ | (69,848 | ) |
| Interest expense, net | 25,366 | 17,431 | 5,095 | 62,518 | 14,815 | ||||||||||
| Income tax expense | 37,843 | 18,745 | 12,026 | 83,371 | 24,059 | ||||||||||
| Depreciation and amortization ^(1)^ | 29,034 | 26,657 | 12,699 | 88,466 | 37,206 | ||||||||||
| Share-based compensation | 16,114 | 5,430 | 5,663 | 30,879 | 16,607 | ||||||||||
| Other (income) expense | (7,473 | ) | (10,874 | ) | 2,763 | (20,877 | ) | 3,257 | |||||||
| Change in fair value of biological assets | (14,867 | ) | (24,008 | ) | (5,533 | ) | (75,024 | ) | (22,981 | ) | |||||
| One time charges | 2,876 | 17,845 | 8,263 | 36,075 | 22,788 | ||||||||||
| Adjusted EBITDA | $ | 53,784 | $ | 42,295 | $ | 13,824 | $ | 144,080 | $ | 25,903 |
| (1) | Depreciation and amortization expense in Q4 2020, Q3 2020, Q4 2019, FY2020 and FY2019 include amounts charged to cost of goods<br>sold on the statement of profits and losses. Prior periods Q4 2019 and FY2019 have been adjusted to reflect the current period<br>calculation of Adjusted EBITDA. |
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About Curaleaf Holdings
Curaleaf Holdings, Inc. (CSE: CURA) (OTCQX: CURLF) ("Curaleaf") is a leading U.S. provider of consumer products in cannabis, with a mission to improve lives by providing clarity around cannabis and confidence around consumption. As a vertically integrated, high-growth cannabis operator known for quality, expertise and reliability, the Company and its brands, including Curaleaf and Select provide industry-leading service, product selection and accessibility across the medical and adult-use markets. Curaleaf currently operates in 23 states with 101 dispensaries, 23 cultivation sites and over 30 processing sites, and employs over 3,900 team members across the United States. Curaleaf is listed on the Canadian Securities Exchange under the symbol CURA and trades on the OTCQX market under the symbol CURLF. For more information please visit www.curaleaf.com.
Consolidated Statements of Financial Position(Unaudited)
($ thousands)
| December 31, | December 31, | |||||
|---|---|---|---|---|---|---|
| 2020 | 2019 | |||||
| Assets | ||||||
| Current assets: | ||||||
| Cash | $ | 73,542 | $ | 42,310 | ||
| Accounts receivable | 28,830 | 18,335 | ||||
| Inventory, net | 197,991 | 63,210 | ||||
| Biological assets | 46,210 | 19,197 | ||||
| Assets held for sale | 58,504 | — | ||||
| Prepaid expenses and other current assets | 10,140 | 6,479 | ||||
| Current portion of notes receivable | 2,645 | — | ||||
| Total current assets | 417,862 | 149,531 | ||||
| Deferred tax asset | 5,528 | 2,628 | ||||
| Notes receivable | 2,000 | 57,166 | ||||
| Property, plant and equipment, net | 242,855 | 129,812 | ||||
| Right-of-use assets, net | 267,168 | 82,794 | ||||
| Intangible assets, net | 797,401 | 185,635 | ||||
| Goodwill | 470,144 | 69,326 | ||||
| Investments | 16,264 | 51,209 | ||||
| Prepaid acquisition consideration | 132,234 | — | ||||
| Other assets | 35,135 | 8,825 | ||||
| Total assets | $ | 2,386,591 | $ | 736,926 | ||
| Liabilities and Shareholders’ Equity | ||||||
| Current liabilities: | ||||||
| Accounts payable | $ | 47,043 | $ | 12,742 | ||
| Accrued expenses | 57,475 | 18,016 | ||||
| Income tax payable | 79,649 | 15,114 | ||||
| Current portion of lease liability | 15,710 | 11,835 | ||||
| Current portion of notes payable | 6,500 | 17,000 | ||||
| Liabilities held for sale | 7,181 | — | ||||
| Other current liabilities | 6,568 | 31,549 | ||||
| Total current liabilities | 220,126 | 106,256 | ||||
| Deferred tax liability | 226,465 | 22,642 | ||||
| Notes payable | 285,001 | 87,953 | ||||
| Lease Liabilities | 270,495 | 81,319 | ||||
| Non-controlling interest redemption liability | 2,694 | 2,694 | ||||
| Contingent consideration liability | 1,898 | 32,616 | ||||
| Other long term liability | 3,698 | — | ||||
| Total liabilities | 1,010,377 | 333,480 | ||||
| Shareholders’ equity: | ||||||
| Share capital | 1,754,412 | 693,699 | ||||
| Treasury shares | (5,208 | ) | (5,208 | ) | ||
| Reserves | (177,744 | ) | (146,819 | ) | ||
| Accumulated deficit | (194,645 | ) | (132,910 | ) | ||
| Total Curaleaf Holdings, Inc. shareholders' equity | 1,376,815 | 408,762 | ||||
| Redeemable non-controlling interest | (2,694 | ) | (2,694 | ) | ||
| Non-controlling interest | 2,093 | (2,622 | ) | |||
| Total shareholders’ equity | 1,376,214 | 403,446 | ||||
| Total liabilities and shareholders’ equity | $ | 2,386,591 | $ | 736,926 |
Consolidated Statements of Profits and Losses (Unaudited)
($ thousands, except for share and per share amounts)
| Three Months Ended | Year Ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December, 31 | December, 31 | |||||||||||
| 2020 | 2019 | 2020 | 2019 | |||||||||
| Revenues: | ||||||||||||
| Retail and wholesale revenues | $ | 229,283 | $ | 57,681 | $ | 586,219 | $ | 173,857 | ||||
| Management fee income | 970 | 17,776 | 40,418 | 47,161 | ||||||||
| Total revenues | 230,253 | 75,457 | 626,637 | 221,018 | ||||||||
| Cost of goods sold | 119,658 | 35,695 | 311,148 | 102,386 | ||||||||
| Gross profit before impact of biological assets | 110,595 | 39,762 | 315,489 | 118,632 | ||||||||
| Realized fair value amounts included in inventory sold | (57,265 | ) | (33,920 | ) | (149,586 | ) | (74,757 | ) | ||||
| Unrealized fair value gain on growth of biological assets | 72,132 | 39,453 | 224,610 | 97,738 | ||||||||
| Gross profit | 125,462 | 45,295 | 390,513 | 141,613 | ||||||||
| Operating expenses: | ||||||||||||
| Selling, general and administrative | 68,289 | 36,227 | 227,274 | 121,022 | ||||||||
| Share-based compensation | 16,114 | 5,663 | 30,879 | 16,607 | ||||||||
| Depreciation and amortization | 20,432 | 10,673 | 68,676 | 31,701 | ||||||||
| Total operating expenses | 104,835 | 52,563 | 326,829 | 169,330 | ||||||||
| Income (Loss) from operations | 20,627 | (7,268 | ) | 63,684 | (27,717 | ) | ||||||
| Other income (expense): | ||||||||||||
| Interest income | 24 | 2,450 | 6,484 | 9,938 | ||||||||
| Interest expense | (13,695 | ) | (5,397 | ) | (47,903 | ) | (18,396 | ) | ||||
| Interest expense related to lease liabilities | (11,695 | ) | (2,148 | ) | (21,099 | ) | (6,357 | ) | ||||
| Gain on investment | 26,954 | — | 37,560 | — | ||||||||
| Other income (expense) | (19,481 | ) | (2,763 | ) | (16,683 | ) | (3,257 | ) | ||||
| Total other income (expense), net | (17,893 | ) | (7,858 | ) | (41,641 | ) | (18,072 | ) | ||||
| Income (Loss) before provision for income taxes | 2,734 | (15,126 | ) | 22,043 | (45,789 | ) | ||||||
| Income tax benefit (expense) | (37,843 | ) | (12,026 | ) | (83,371 | ) | (24,059 | ) | ||||
| Net loss | (35,109 | ) | (27,152 | ) | (61,328 | ) | (69,848 | ) | ||||
| Less: Net income (loss) attributable to non-controlling interest | 165 | (591 | ) | 407 | (2,604 | ) | ||||||
| Net loss attributable to Curaleaf Holdings, Inc. | $ | (35,274 | ) | $ | (26,561 | ) | $ | (61,735 | ) | $ | (67,244 | ) |
| Loss per share attributable to Curaleaf Holdings, Inc. – basic and diluted | $ | (0.05 | ) | $ | (0.06 | ) | $ | (0.11 | ) | $ | (0.15 | ) |
| Weighted average common shares outstanding – basic and diluted | 660,398,593 | 468,445,941 | 557,192,899 | 462,911,053 |
Investor Contact:
Curaleaf Holdings, Inc.
IR@curaleaf.com
Media Contact:
Curaleaf Holdings, Inc. Tracy Brady, VP of Corporate Communications
media@curaleaf.com
This press release contains “forward-looking information” and “forward-looking statements” within the meaning of Canadian securities laws and United States securities laws (“forward-looking statements”). Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based on management’s current beliefs, expectations or assumptions regarding the future of the business, plans and strategies, operational results and other future conditions of the Company. In addition, the Company may make or approve certain statements in future filings with Canadian securities regulatory authorities, in press releases, or in oral or written presentations by representatives of the Company that are not statements of historical fact and may also constitute forward-looking statements. All statements, other than statements of historical fact, made by the Company that address activities, events or developments that the Company expects or anticipates will or may occur in the future are forward-looking statements, including, but not limited to, statements preceded by, followed by or that include words such as “assumptions”, “assumes”, “guidance”, “outlook”, “may”, “will”, “would”, “could”, “should”, “believes”, “estimates”, “projects”, “potential”, “expects”, “plans”, “intends”, “anticipates”, “targeted”, “continues”, “forecasts”, “designed”, “goal”, or the negative of those words or other similar or comparable words and includes, among others, information regarding: its outlook for and expected operating margins, capital allocation, free flow cash and other financial results; growth of its operations via expansion, for the effects of any transactions; expectations for the potential benefits of any transactions; statements relating to the business and future activities of, and developments related to, the Company after the date of this press release, including such things as future business strategy, competitive strengths, goals, expansion and growth of the Company’s business, operations and plans; expectations that planned acquisitions will be completed; expectations regarding cultivation and manufacturing capacity; expectations regarding receipt of regulatory approvals; expectations that licenses applied for will be obtained; potential future legalization of adult-use and/or medical cannabis under U.S. federal law; expectations of market size and growth in the U.S. and the states in which the Company operates; expectations for other economic, business, regulatory and/or competitive factors related to the Company or the cannabis industry generally; and other events or conditions that may occur in the future. Forward-looking statements may relate to future financial conditions, results of operations, plans, objectives, performance or business developments. These statements speak only as at the date they are made and are based on information currently available and on the then current expectations. Holders of securities of the Company are cautioned that forward-looking statements are not based on historical facts but instead are based on reasonable assumptions and estimates of management of the Company at the time they were provided or made and involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company, as applicable, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements, including, but not limited to, risks and uncertainties related to: the available funds of the Company and the anticipated use of such funds; the availability of financing opportunities; legal and regulatory risks inherent in the cannabis industry; risks associated with economic conditions, dependence on management and currency risk; risks relating to U.S. regulatory landscape and enforcement related to cannabis, including political risks; risks relating to anti-money laundering laws and regulation; other governmental and environmental regulation; public opinion and perception of the cannabis industry; risks related to contracts with third-party service providers; risks related to the enforceability of contracts; reliance on the expertise and judgment of senior management of the Company, and ability to retain such senior management; risks related to proprietary intellectual property and potential infringement by third-parties; the concentrated voting control of the Company’s Chairman and the unpredictability caused by the capital structure; risks relating to the management of growth; increasing competition in the industry; risks inherent in an agricultural business; risks relating to energy costs; risks associated to cannabis products manufactured for human consumption including potential product recalls; reliance on key inputs, suppliers and skilled labor; cybersecurity risks; ability and constraints on marketing products; fraudulent activity by employees, contractors and consultants; tax and insurance related risks; risks related to the economy generally; risk of litigation; conflicts of interest; risks relating to certain remedies being limited and the difficulty of enforcement of judgments and effect service outside of Canada; risks related to future acquisitions or dispositions; sales by existing shareholders; limited research and data relating to cannabis; as well as those risk factors discussed under “Risk Factors” in the Company’s Annual Management, Discussion and Analysis dated March 11, 2021, and in the Company’s Annual Information Form dated September 25, 2020, and as described from time to time in documents filed by the Company with Canadian securities regulatory authorities. The purpose of forward-looking statements is to provide the reader with a description of management’s expectations, and such forward-looking statements may not be appropriate for any other purpose. In particular, but without limiting the foregoing, disclosure in this press release as well as statements regarding the Company’s objectives, plans and goals, including future operating results and economic performance may make reference to or involve forward-looking statements. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. A number of factors could cause actual events, performance or results to differ materially from what is projected in the forward-looking statements. You should not place undue reliance on forward-looking statements contained in this press release. Such forward-looking statements are made as of the date of this press release. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law. The Company’s forward-looking statements are expressly qualified in their entirety by this cautionary statement.
This news release contains future-oriented financial information and financial outlook information (collectively, “FOFI”) about the Company’s prospective results of operations, production and production efficiency, commercialization, revenue and cash on hand, all of which are subject to the same assumptions, risk factors, limitations, and qualifications as set second in the above paragraph. FOFI contained in this document was approved by management as of the date of this document and was provided for the purpose of providing further information about the Company’s future business operations. The Company disclaims any intention or obligation to update or revise any FOFI contained in this document, whether as a result of new information, future events or otherwise, unless required pursuant to applicable law. Readers are cautioned that the FOFI contained in this document should not be used for purposes other than for which it is disclosed herein.
The financial information reported in this news release is based on unaudited management prepared financial statements for the quarter and year ended December 31, 2020. Accordingly, such financial information may be subject to change. Financial statements for the period will be released and filed under the Company’s profiles on SEDAR at www.sedar.com no later than March 11, 2021. All financial information contained in this news release is qualified in its entirety with reference to such unaudited financial statements. While the Company does not expect there to be any material changes, to the extent that the financial information contained in this news release is inconsistent with the information contained in the Company’s unaudited financial statements, the financial information contained in this news release shall be deemed to be modified or superseded by the Company’s unaudited financial statements. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation for purposes of applicable securities laws.
Neither the Canadian Securities Exchange nor its Regulation Service Provider has reviewed and does not accept responsibility for the adequacy or accuracy of the content of this news release.
Exhibit 99.2
Curaleaf to Enter European Cannabis Marketwith Acquisition of EMMAC Life Sciences Limited – Europe’s Leading Independent Cannabis Company
EMMAC Brings the Largest Vertically IntegratedIndependent Cannabis Company in Europe with a Presence in Key European Medical Cannabis Markets, Including the United Kingdom,Germany, Italy, Spain, and Portugal
With the European Population of Nearly748 Million^1^, the Potential Addressable Market is More than Twice the Size of U.S. Market
WAKEFIELD, Mass., March 9, 2021-- Curaleaf Holdings, Inc. (CSE: CURA) (OTCQX: CURLF) (“Curaleaf” or the “Company”), a leading U.S. provider of consumer products in cannabis, today announced that it has signed a definitive agreement to acquire EMMAC Life Sciences Limited (“EMMAC”), the largest vertically integrated independent cannabis company in Europe for base consideration of approximately US$286 million to be paid 85% in Curaleaf subordinate voting shares and 15% in cash. Contingent consideration of up to US$57 million will be paid in Curaleaf subordinate voting shares and cash in the same ratio based upon the successful achievement of performance milestones. The proposed transaction provides Curaleaf with a developed platform for entry into the European cannabis market.
As Europe’s largest vertically integrated independent cannabis company, EMMAC’s platform brings cultivation, EU-GMP processing, distribution, and R&D operations across several key European medical cannabis markets, including the United Kingdom, Germany, Italy, Spain and Portugal. EMMAC also has an operational presence and partnerships in European Union countries that are enacting new medical cannabis access programs. EMMAC’s Portugal based cultivation facility is an industry leader in cannabis flower production cost.
Boris Jordan, Curaleaf Executive Chairman, stated, “Curaleaf’s acquisition of EMMAC, announced today, provides an advanced base to reach scale within the nascent European cannabis market and transform Curaleaf into a truly international cannabis consumer packaged goods company. The consumer and political liberalization trends around cannabis that are sweeping the U.S. are also increasingly taking hold in Europe. Curaleaf will seek to leverage our branded cannabis consumer packaged goods strategy across Europe, a market which provides for cross-border cannabis distribution. The European cannabis market has the potential to exceed the U.S. cannabis market over the long-term and will help fuel our growth for years to come.”
Joseph Bayern, Curaleaf CEO, commented, “Today marks a milestone moment as Curaleaf will immediately become the U.S. multi-state operator with the largest European footprint. Our acquisition of EMMAC will provide a strong platform for the future introduction of our Curaleaf and Select brands into the European market, all leveraging our science, R&D, formulated product and form factor innovations, as well as vast consumer insights that we have built through our leadership position in the U.S. Based on consumption habits we have seen in the U.S., we believe that over time Europe could grow to in excess of a US$120 billion^2^ total addressable market opportunity.”
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EMMAC’s best-in-class management team brings extensive experience leading and delivering in highly regulated industries. Following the successful completion of the proposed transaction, the EMMAC management team will continue to lead Curaleaf’s new European presence, driving local European strategy and day-to-day operations under the leadership of Antonio Costanzo, Chief Executive Officer of EMMAC.
Antonio Costanzo, Chief Executive Officer of EMMAC, said “Curaleaf’s acquisition of EMMAC is not only a significant milestone for EMMAC, but for the European cannabis market as a whole. As part of Curaleaf, a well-capitalized leader of the U.S. cannabis market, EMMAC is poised to exploit the rapid pace of growth of the European market, driven by regulatory change and the increasing demand for access to premium quality cannabis products. The combination of Curaleaf and EMMAC creates a global platform to address these large new opportunities across Europe. With EMMAC’s science-led approach, wealth of local market experience, as well as our network of supply and distribution partnerships throughout Europe, we are now uniquely positioned to reinforce our place as one of Europe’s leaders in the production and supply of medical cannabis, wellness CBD, hemp and other derivative products.”
Terra Verde, EMMAC’s European market cultivation facility in Portugal is one of the oldest licensed cannabis growing facilities in Europe with approximately 2 hectares of cultivation area. It provides EMMAC with the potential to serve customers across key European medical cannabis country markets as well as supporting exports internationally to countries such as Israel, among others. EMMAC plans to significantly increase its cultivation capacity in 2021, and to exceed 10 tons per year by 2022, in order to accommodate future growth related to the expansion of access to cannabis across the major European medical and adult-use, as well as export markets.
The proposed transaction constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”) as a result of Measure 8 Ventures, LP an investment fund managed by Mr. Boris Jordan, the Executive Chairman of the board of directors and control person of Curaleaf, having an interest in the proposed transaction by way of a profit interest and a convertible debt instrument which will convert into shares of EMMAC representing 8% of EMMAC equity at closing of the proposed transaction. Mr. Jordan owns a minority interest in Measure 8 Ventures, LP. Curaleaf intends to rely upon the exemptions provided under Sections 5.5(b) of MI 61-101 – Issuer Not Listed on Specified Markets and 5.7(1)(a) of MI 61-101 – Fair Market Value Not More the 25% of Market Capitalization from the requirements that Curaleaf obtain a formal valuation of the proposed transaction and that the proposed transaction receive the approval of the minority shareholders of Curaleaf.
The terms of the proposed transaction were negotiated by management and advisors under guidance of, and unanimously recommended for approval by, a committee composed of members of the board of directors of Curaleaf free from any conflict of interest with respect to the proposed transaction (the “Special Committee”), all of which are independent members of the board of directors within the meaning of National Instrument 52-110 – Audit Committees. The Special Committee has received a fairness opinion from Eight Capital (“Eight Capital”) to the effect that, in its opinion, and based upon and subject to the assumptions, limitations and qualifications set forth therein, the consideration to be paid by Curaleaf as part of the proposed transaction is fair from a financial point of view, to Curaleaf. The fee paid to Eight Capital in connection with the delivery of its fairness opinion is not contingent on the successful implementation of the proposed transaction.
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Transaction Terms & Approvals
Curaleaf will acquire EMMAC for base consideration of £0.50 per share of EMMAC, comprised of approximately GBP£35 million in cash (equivalent to approximately US$50 million in cash), approximately 16,797,963 million subordinate voting shares of Curaleaf (based on the exchange ratio of Curaleaf subordinate voting shares for each EMMAC share agreed by the parties). At yesterday’s Curaleaf closing share price of US$14.12 on the CSE, the total base consideration in Curaleaf subordinate voting shares and cash is valued at US$286 million. An additional US$57 million^3^ consideration will be paid subject to performance-based earn-outs. Post-transaction, the former shareholders of EMMAC will have approximately 3% pro forma ownership of Curaleaf on a fully-diluted basis, before factoring in the performance-based earn-outs. The Curaleaf share consideration will be subject to a statutory four-month hold period as well as a lock-up agreement with each recipient restricting trading of the share received, with release of 5% from such restrictions at the end of each calendar quarter following the closing. The proposed transaction is expected to close early in the second quarter of 2021, subject to customary closing conditions and regulatory approval. The transaction has been unanimously approved by the boards of directors of both EMMAC and Curaleaf, with Mr. Boris Jordan abstaining from the voting.
Transaction Advisors
Stikeman Elliott LLP and Memery Crystal LLP acted as legal advisors to Curaleaf. Eight Capital acted as financial advisor and provided a fairness opinion to the Special Committee. Canaccord Genuity Group acted as financial advisor and provided a fairness opinion to EMMAC, and Norton Rose Fulbright acted as legal advisor to EMMAC. EMMAC’s European legal team was led by Hill Dickinson LLP in the United Kingdom.
About EMMAC Life Sciences Limited
EMMAC Life Sciences Limited (EMMAC) is the largest vertically integrated independent cannabis company in Europe, bringing together pioneering science and research with cutting-edge cultivation, extraction and production. With a unique supply and distribution network throughout Europe, EMMAC’s vision is to bring the life-enhancing potential of cannabis to the people who need it. For more information please visit www.emmac.com.
About CuraleafHoldings
Curaleaf Holdings, Inc. (CSE: CURA) (OTCQX: CURLF) (Curaleaf) is a leading U.S. provider of consumer products in cannabis, with a mission to improve lives by providing clarity around cannabis and confidence around consumption. As a vertically integrated, high-growth cannabis operator known for quality, expertise and reliability, the Company and its brands, including Curaleaf, Select and Grassroots, provide industry-leading service, product selection and accessibility across the medical and adult-use markets. Curaleaf currently operates in 23 states with 101 dispensaries, 23 cultivation sites and over 30 processing sites, and employs over 3,800 team members across the United States. Curaleaf is listed on the Canadian Securities Exchange under the symbol CURA and trades on the OTCQX market under the symbol CURLF. For more information please visit www.curaleaf.com.
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Forward-LookingStatements
This news release contains forward–looking statements and forward–looking information within the meaning of applicable securities laws which include, but are not limited to, the expected date for the completion of the transaction described above, the anticipated benefits of the transaction described above, the expected market size for cannabis in Europe and the expected penetration of Curaleaf’s products in Europe, the expected expansion of Curaleaf’s international footprint,. These statements relate to future events or future performance. All statements other than statements of historical fact may be forward-looking statements or information. Generally, forward-looking statements and information may be identified by the use of forward-looking terminology such as “plans”, “expects” or, “proposed”, “is expected”, “intends”, “anticipates”, or “believes”, or variations of such words and phrases, or by the use of words or phrases which state that certain actions, events or results may, could, would, or might occur or be achieved. More particularly and without limitation, this news release contains forward-looking statements and information concerning the proposed acquisition of EMMAC Life Sciences Limited. Such forward-looking statements and information reflect management's current beliefs and are based on assumptions made by and information currently available to the Company with respect to the matter described in this new release. These assumptions include, but are not limited to, the ability of Curaleaf to complete the transaction described above, to successfully integrate the business of EMMAC and to realize the anticipated benefits to Curaleaf of the transaction described above, the ability of Curaleaf to increase the cultivation activity of Terra Verde, Curaleaf’s ability to serve customers in various European markets, the assumption that the cannabis consumption habits in European markets will replicate the cannabis consumption habits in the US and the assumption that demand for cannabis products in Europe will continue to grow, the assumption that Curaleaf, EMMAC and its subsidiaries will obtain, maintain and renew the licenses required for them to operate their business in the various European jurisdictions in which EMMAC and its subsidiaries operate. Forward-looking statements involve risks and uncertainties, which are based on current expectations as of the date of this release and subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Such risks and other factors may include, but are not limited to: general business, economic, political and social uncertainties; general capital market conditions and market prices for securities; the failure of Curaleaf to complete the transaction described above; the risk that Curaleaf may not be able to successfully integrate the business of EMMAC and their respective corporate cultures; the risk that the benefits of the transaction anticipated by Curaleaf may not materialize; delay or failure to receive applicable corporate or regulatory approvals; competition and changes in legislation affecting Curaleaf or EMMAC; the inability of Curaleaf, EMMAC and its subsidiaries obtain, maintain and renew the licenses required for them to operate their business in the various European jurisdictions in which EMMAC and its subsidiaries operate; potential importation or exportation restrictions prohibiting EMMAC or its subsidiaries to export its products in other jurisdictions. Additional information about these assumptions and risks and uncertainties is contained under “Risk Factors and Uncertainties” in the Company's latest annual information form filed September 25, 2020, which is available under the Company's SEDAR profile at www.sedar.com, and in other filings that the Company has made and may make with applicable securities authorities in the future. Forward-looking statements contained herein are made only as to the date of this press release and we undertake no obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by law. We caution investors not to place considerable reliance on the forward-looking statements contained in this news release. The Canadian Securities Exchange has not reviewed, approved or disapproved the content of this news release.
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Curaleaf Contacts:
Investor Relations
IR@curaleaf.com
Media Relations
Tracy Brady, VP Corporate Communications
media@curaleaf.com
EMMAC Contact:
Media Relations – Buchanan
emmac@buchanan.uk.com
Tel: +44 (0) 20 7466 5000
^1^ European market population based on United Nations2020 estimate for European continent.
^2^ Total European addressable market based on usagerates and spend estimates from U.S. Data from Cowen October 2020 research report.
^3^ US$10 million in cash and US$47 million to bepaid through the issuance of subordinated voting shares of Curaleaf. The performance-based earn-outs consist of four separate milestonesrelated to revenue in the United Kingdom and Germany, recreational sales in the European Union, and volume targets in Portugal.
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