Chalice Brands Ltd.

Chalice Brands Ltd.

CHAL.CN
Chalice Brands Ltd.CA flagCanadian Securities Exchange
0.23
CAD
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14.70MMarket Cap

Q3 FY2020 · Earnings Call TranscriptNovember 19, 2020

APIChatGPT

Presentation

Operator

Greetings. Welcome to the Golden Leaf Holdings 2020 Third Quarter Earnings Call.

At this time, all participants are in a listen-only mode. [Operator Instructions] Please note this conference is being recorded.

I'd now turn the conference over to your host John Varghese. You may begin.

John Varghese

Thanks, Smiley, and thank all for joining us today to review Golden Leaf Holdings performance of the third quarter of fiscal 2020. With me on the call today is, Jeff Yapp, CEO.

I would like to remind everyone that except for historical information, our discussion today will include forward-looking statements that are based on assumptions, which are subject to risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Management can give no assurance that any forward-looking statements will prove to be correct.

Forward-looking statements discussed on this call are relevant as of the date of this call, and we undertake no obligation to update or revise any of these statements, except as required by applicable law. Management refers you to the cautionary statement and risk factors included in the company's D&A, by which any forward-looking statements made during this call are qualified in their entirety.

Please note that all financial information is provided in U.S. dollars, unless otherwise specified.

Jeff and I have prepared a few remarks, followed by a review of the financial results for the second quarter and after we conclude we will do a webinar immediately right after. Jeff and I started this journey together during the summer of 2019.

In my role as interim CEO at that time, the best thing I did was recommend to the Board that Jeff should become our next CEO and subsequently at the Board's request assume to current role. Jeff and the management team he has assembled have done a tremendous job turning around GLH.

We now have a best and breed retail operation. Our product creation and branding are second to none.

The team has solved most if not all operational challenges, and then along the way handled a lot of adversity like the vape ban and obviously now COVID. Remarkably through this period, GLH just posted success of record revenue quarters, continue to take costs out of the system, and most importantly, reduce the cash burn and in fact, produced our first positive cash flow quarter.

We continue to execute the business and continue to feel we're undervalued. As announced this morning, at the end of the market closed today we were adjusted EBITDA positive in October.

In the upcoming months, we will work on continuing to improve our balance sheet. While this call is about the third quarter, we made a significant announcement this morning that I would like to mention again.

GLH has finalized an agreement with the founders of Chalice LLC to favorably restructure and further extend the $9.5 million deferred payment due on May 2, 2022 to the Chalice Group and its members. This obligation related to the acquisition of certain assets and a subsidiary of Chalice back in July 7, 2017.

The prior terms were on maturity, we had a 6% note that was comprised of 5 million cash payable and 4.5 million payable in GLH stock at then 30-day revamp at the time of any share related payment. Under the revised debt terms, we have reached an agreement to convert 50% or 2.5 million of the cash obligation that was due on May 2022 to shares at $0.06 a share.

While this creates further dilution of 41,666,667 shares management is of the opinion that the debt of the company has negatively affected the current share price of the company. This conversion rate at $0.06 represents a material appreciation to the share price as of close of business yesterday of $0.02.

As important, these shares are going to be put into escrow in time release over 60 months starting May 2022. I mean, there's no flooding of these shares into the market, putting selling pressure.

The remaining $2.5 million that was also due in May 2022, is now payable over 60 months plus a 6% interest. This provides a significant cash flow management benefit to the company as we will not need to seek further financing to repay a balloon in May of 2022.

The existing share payment of $4,527,350 remains unchanged, and is due at maturity based on the then 30-day revamp. These shares will also be released from escrow for over 60 months.

The combination of the price and the shares going into escrow is a true testament of the founders of Chalice and their sense of value in Golden Leaf and the work that's been done. And it is our hope also to address the debentures that are due in November 2021 in the near-term to further cleanup our balance sheet.

I will now turn the call over to Jeff, our CEO for a few remarks.

Jeff Yapp

Thanks, John. We have significant milestones in our third quarter ending September 30, 2020.

In addition to being our first cash flow positive quarter, we have surpassed the total revenue generated in all of 2019. The increase was led by another record of Oregon revenues and heightened contribution from the company's out of state partnerships, primarily in California.

I can now say formally, we have turned the corner. Following our record performance to-date in the second quarter, we set another record in the third quarter that reflects results for hard work, discipline and processes established over the last nine months coming to fruition.

It's a result of the continued revenue growth cost reductions, exceptional vendor partnerships, and our operations -- focused on excellence and operations. The results truly reflect an amazing team and culture we've established at the company.

From our stores team to our production facilities, our growth, GLH is singularly focused on exceeding expectations of our customers, our vendors, our partners and importantly, our shareholders. And I hate to say this, during the career that now spans over 40 years and to continue to be saying that and still working.

I can honestly say that I've never seen a team face and overcome the challenges that this team has had to face over the last nine months. Starting in the fall of 2019, GLH faced a slew of these challenges.

They included the loss, that included the vape ban, which was about a 40% reduction in our wholesale business immediately. Something we know and saw coming was the widespread COVID global pandemic and the impact it's had on the world.

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John Varghese

Thanks, Jeff. As Jeff has stated, as we've seen in the release, we've reported another successive record revenue quarter as well as our first ever cashflow positive quarter.

For the three months ended September 30, 2020, the company reported record revenues of $6.2 million growing 42% year-over-year, and 12% sequentially driven by growth both in Oregon and California markets. Most impressive and for the first time in our history, we generated positive cash flow from operations of $417,000.

For the three months ended September 30, 2020, adjusted EBITDA loss was 173,000 which is an improvement of 77% from the prior quarter. Adjusted EBITDA is a non-IFRS measure, which the company considers an important measure in assessing our operations.

For a reconciliation of adjusted EBITDA non-IFRS to income loss before income taxes, please see the notes below. For the nine months ended September 30 2020, the company reported revenues of 16.4 million, an increase of 34% compared to the nine months ended September 30, 2019.

And surpassing total revenue for all of 2019 in just their first three quarters. For the nine months ended September 30, adjusted EBITDA loss was 1.7 million compared to 5.1 million for the nine months ended September 30, 2019 a 67% improvement.

Same-store sales increased 26% compared to the third quarter of 2019 and 8% compared to the second quarter of 2020. Gross profit before biological asset adjustments was 2.2 million and improvement of 700,000 or 47% compared to the prior quarter and was 49% better than compared to three months ended September 2019.

Total operating expenses were down 22% compared to the nine months ended September 30, 2019, and 3% compared to the second quarter of 2020, demonstrating the continued costs and containment efforts while we continue to grow revenues. Finally, building on the momentum of third quarter, the company was adjusted EBITDA positive in the month of October based on our unaudited results.

At this point, I'd like to thank everyone who joined the call. And we look forward to continued conversations in the upcoming quarter.

Now, if you would turn your attention to your screen, Jeff and I will take you through a presentation focused on the third quarter, followed by us become our custom our frequently asked questions from investors. I like to point out the disclaimer as it was in the press release that we have forward-looking statements and ask you to be aware of those.

Jeff, over to you.

Jeff Yapp

Thanks, John. So let's go to our first slide, our mission slide.

Our mission remains unchanged to enhance and ignite purpose, and all lives through cannabis. This mission clearly is the window through which we look at the business.

We are focused on the health and wellness benefits that plant-based medicine offers our customers. We believe that the long-term growth of the company would be from the 75% of the population that currently does not have a relationship with cannabis.

We are focused on new users. To do that, we have to make sure we offer both the best products and currently the best experiences in our stores.

Long-term, this industry will be competing with large pharmaceutical companies and alcohol. And we have to bring our best game.

John, you can stay on that slide. That's fine.

John will walk you through our third quarter results, when given the challenges we've been through and faced all year we think are solid. We are clearly not done with the work here but we are moving in the right direction, we remain very optimistic about the future and the industry.

John next slide. This slide is just a quick overview and how we were positioned for a multi-state operation with businesses in Oregon, Washington, Nevada and California.

We have strong brands, the same brands across all of those markets. And I think we see ourselves as a builder of a consistent and strong brands and products shared across our business.

Next slide. I want to spend a little bit -- next to slide before please, eight, guiding principles.

I want to spend a couple minutes on this one. So our guiding principles quality, integrity, clarity, agility, and diversity.

These are guiding principles, highest product quality in the categories we operate in. The integrity and everything we do, how we work with our employees, our customers, our partners and investors.

Clarity, clarity drives energy and energy drives results. Agility, there's one thing we have demonstrated in this organization is agility.

In my career, I had never been part of a team that's had to deal with things, this team has had to deal with and then importantly, not only survived, but thrived a vape ban which affected some of our wholesale business, global pandemic, no one saw that coming. Unprecedented social unrest in Portland, like I've never seen before anywhere else in the country.

And then if that was not enough wildfires have threatened to burn down the entire state. And despite all of that this team came through it and came through it really strong.

I'm really proud of everyone on this team. Now we can quickly run through the results.

So, this is -- I mean, you've heard this, I will say, yes, we're proud of year-over-year growth of 42%, a quarter-over-quarter growth of almost 12%. Next slide.

Retail up 25%, and wholesale business is up 42%. Average ticket, what I love about this, not only traffic growth, but also our average ticket growth by almost 14%.

I'm really proud of that continuing. Our adjusted EBITDA performance is up significantly $3.4 million improvement, trends stronger.

And then finally, our cumulative cash flow up $5.7 million. And our improvement is up $1.3 million.

So overall, we have been really proud of the results and proud of the team with the bigger pull offs in an almost crazy environment. So with that, we'll move quickly into the question that some frequently asked questions we've been given before and we'll take you through them.

A - Jeff Yapp

John, first one is for you. What is the cash run rate and burn rate for GLH?

John Varghese

The company used a total of 200,000 in cash from operations for the nine months ended September 30, 2020. And we anticipate existing 2020 with approximately 1 million in cash.

As we announced today, October was positive adjusted EBITDA month, which if we continue to stay that way, we're hopefully building cash alibi slowly. Jeff.

Question number two, U.S. Federal legalization will be a major catalyst for the entire market.

What else will create value for GLH in the near future?

Jeff Yapp

The company believes that even without federal legalization, which we believe has a strong probability of happening, there are no number of other things that can create value in the near future. Those include continued expansion of Oregon retail footprint, as well as growth in our wholesale revenue opportunity in Oregon.

We look to expand and the number of stores we have in Oregon, and our continued growth in California and the reopening of Nevada all of which would have and potential for operations in that state also, although it has a very near-term positive impact on our business. John, question three, GLH continues to have share dilution, how can you address this?

John Varghese

Until GLH fully resolves its debt position and becomes cashflow positive and EBITDA positive, we will have limited flexibility. If and when we achieve this, we should create further optionality for the company and reduce the need for dilution.

Once we can sustain positive cash flow than any potential future dilution would be for Strategic and accretive reasons. Shareholders should keep in mind that this turnaround has been accomplished with very little cash on hand, as the company have not been attractive to capital providers.

By necessity, shares have been used to make debt and interest payments were needed. While no one likes dilution.

Shareholders also need to keep in mind that there are debenture holders that rank in priority to shareholders. The reality is that when debentures were used as a financing tool, it was done to avoid diluting shareholders at a time when everyone anticipated the share price would increase down the road.

Due to a bad combination of market forces, poor acquisitions and poor execution, the value of the company has decreased. Until the depositions are fully addressed further dilution is possible.

The company has posted another strong quarter. It is up to the market and up to shareholders to determine the share price, not management.

When people stop selling at $0.025, and holding on to their position, then demand will drive the share price up as simple as that. Jeff, how did the company address the first wave of COVID?

And how are you addressing the second wave, where has it hurt the company and where has it benefited?

Jeff Yapp

We have remained unchanged in our approach to COVID-19. At the very beginning of this, we set three very clear principles and we stuck by them.

Number one, keep our employees safe. Number two, keep our customers safe.

And number three, keep our operations open. And that's without the assistance of any federal aid, we clearly could not participate in any of the government programs.

So this was -- we were on our own. I think the thing that we did that has really benefited the company, was we made a decision to lean in when many in our industry were cutting back, allies to pick up market share.

We actually added people to our stores, our staff; we wanted to make sure that people were covered if they had to call in sick, made sure it felt no threat to do that and wanted them to do that. We did not close our stores except for in order to evacuate due to increasing fire activity.

We provide essential service to our customers, our employees are committed to serving those customers. We also increased the cross train across our departments to improve resource agility to provide support where it's needed, packaging, timing, shipping and delivery.

And to put this into focus, I'll give you a quick story. Because of all of the social unrest in downtown Portland, our downtown store is broken into several times.

And our crew would be in that store two or three o'clock in the morning, getting ready so they can be opened the next day. And I think one of my favorite stories is, how pleased our employees are when the next day, customers came in and told not expected us to be open.

But we never, never did -- we always got the store open. So, I'm really proud of our team.

And clearly COVID-wise represents enormous personal chance for all us. Our team has really dealt with it with a sense of mission and purpose and we're really proud of the results we've achieved during it.

We think the second wave is while hugely unfortunate, our plan is not to change how we approach.

John Varghese

Great, Jeff. Does management think Biden led government will be more friendly to the industry?

Jeff Yapp

Clearly, we feel the government starting to recognize the benefits of plant-based medicine and the legitimacy of the state level cannabis industries, which have grown to overwhelming majority in the United States. The movement speaks to the momentum that a federal government cannot ignore.

Our company would benefit from rescheduling due to the access to banking, tax reform and traditional capital relationships. Our hope is that, that it will move forward in a very positive way with some urgency in the coming year.

John Varghese

Great. A question that's been asked.

I've been asked to explain the Chalice debt restructuring and its implications, and how what we'll do with the remaining debentures. Before I even get into it, I think one of the important points is, I think Jeff and I have told you, we focus on the operations that's all we can do.

We were asked what's holding the share price back, the only other answer we had left is potentially the debt overhang. And so, we then embarked upon a conversation of what can we do to deal with it, again given our limited position, so we talked to our founders at Chalice.

With their support, this restructuring accomplishes a few very material things for GLH. On an accretive basis to today's share price, we've managed to reduce the cash payment by 50%, amortize the remaining cash payment over a further 60 months that starts in May 2022 and by placing the shares into escrow, ensure that significant selling pressure will not arise.

The Chalice Group agreed to this restructuring as a strong vote of confidence in the management team and the turnaround that has been made, like management and the board that they believe the company is significantly undervalued. Hence, evidenced by their willingness to accept the shares at $0.06 when it closed $0.02 yesterday.

Management will continue -- our intent is to work with the other debenture holders in a similar fashion in the near future.

John Varghese

Those are our questions. In the deck which will be posted, we've given you the updated capital structure, which will be netted off and adjusted for the Chalice earnout.

And we will -- let's see here, I make sure I get to those pages. Here we've got all the various adjustments which you can check online.

With that, Jeff, and I would like to thank you for joining us today. We appreciate your continued support and look forward to being back in touch with you after the end of the fourth quarter.

Thank you everyone.

Jeff Yapp

Thank you very much for your time today.

Operator

And this concludes today's conference, and you may disconnect your line at this time. Thank you for your participation.