Chalice Brands Ltd.

Chalice Brands Ltd.

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

Q4 FY2020 · Earnings Call TranscriptApril 27, 2021

APIChatGPT

Operator

Greetings. Welcome to the Golden Leaf Holdings 2020 Fourth Quarter and Fiscal Full Year Earnings Call.

[Operator Instructions]. I will now turn the conference over to your host, John Varghese.

Thank you. You may begin.

John Varghese

Thank you, Alex. And thank you all for joining us today to review Golden Leaf Holdings' performance for fiscal 2020 and the fourth quarter of 2020.

With me on the call, as always, is Jeff Yapp, our 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 MD&A, by which any forward-looking statements made during this call are qualified in their entirety. Please note that all financial information provided is in U.S.

dollars, unless otherwise specified. You will see on the screen the webinar deck that Jeff and I will take you through after the call.

And we'd like to highlight that at the AGM, we are going to be changing the name to Chalice Brands Limited from Golden Leaf Holdings. So you'll see, from now till then, Golden Leaf Holdings Limited operating as Chalice Brands in terms of everything we present.

Jeff and I have prepared a few remarks followed by a review of the financial results for the fourth quarter and the full year 2020, and we will finish it off with the frequently asked questions, but we'll take that as part of the webinar deck. As previously mentioned, Jeff and I started this journey together during the summer of 2019.

Over 18 months later, we sit here feeling proud of the turnaround we have executed at Golden Leaf and excited for the balance of 2021 as we and the management team complete a transformational acquisition, change our name officially to Chalice Brands Limited and complete a reverse share consolidation. Jeff and the management team he has assembled have done a tremendous job turning around GLH.

Now we take this business to the next level with our recently announced retail store acquisition. This expands upon our existing retail management acumen and that allows us to continue to leverage our strong leadership position in Oregon.

We continue to execute effectively while we believe we are undervalued. We are currently trading at just over 2x revenue, while many peers are trading at double-digit revenue multiples.

After announcing the restructuring of our debt with the former owners of Chalice Farms, we turned our sights to restructuring our convertible debenture that were due in November of 2021, which is successfully passed by those debenture holders in January of 2021. This resulted in an extension of the maturity date to November 2022 and the adjustment of the conversion price to USD 0.06, in alignment with our other debenture holders.

Keep in mind, they agreed to this when the share price was trading between CAD 0.02 and CAD 0.03. Since this restructuring, CAD 3.9 million of principal of these debentures amounting to 49% of the total principal has been converted to equity.

This, of course, reduces our obligations as the balance sheet strengthens at the same time. If the share price goes up, it's highly likely that more of these debentures will convert accordingly, relieving us of that obligation.

The restructured balance sheet and the continued operational performance allowed us to successfully close 2 private placements in the first quarter of 2021 for gross proceeds of CAD 13.5 million, which allowed us with more than enough cash -- which provided us with more than enough cash to close on our previously announced deals. I'll now turn the call over to our CEO, Jeff Yapp, for a few remarks.

Jeffrey Yapp

Thanks, John. We have capped off 2020 up almost 40% from 2019, driven by continued growth in Oregon.

We also reported another cash flow positive quarter and our first adjusted EBITDA positive quarter in Q4. We are very proud of these results and can't wait to show continued improvement in 2021.

Our results reflect the culture of innovation, collaboration and trust we have fostered in this team. Together, we have overcome a myriad of natural and social challenges in 2020, while continuing to execute against our plan.

Since John and I took over in 2019, we have faced a vape ban, the COVID-19 epidemic -- pandemic, once-in-a-generation wildfire activity in Oregon, widespread social unrest in Portland, and in 2021, a-once-in-a-decade ice storm, which deeply impacted and shut down the Portland area. We have continued to execute through all of those challenges and are proud to stand here today to show you the culmination of our 2020 turnaround year.

And together, we look forward to the growth expansion and transformation to come in 2021. As of today, we can officially consider our Bald Peak grow online and contributing to margin.

And in fact, it was our #1 product -- selling product during this past 420. Our award-winning cultivation team has done an incredible job of turning this asset to something we can all be very proud of.

During 2020, when others pulled back during COVID-19, we leaned in committed to serving our customers. Our restructuring of wholesale and our purchasing departments has resulted in both reliable inventory and production forecasting and supply, allowing for operations and finance teams to plan with more precision and lead time.

We have created a culture of resilience, salesmanship, customer service that continues to pay and be refined. We have strengthened our relationship with our vendors, and they have become a critical part of our overall success.

Collaboration and co-marketing partnerships were at the heart of 420 this year is branded content and became essential to omnichannel marketing. We are seeing the convergence of digital and physical retail showing strong engagement and revenue.

Chalice is leading the charge in innovation across the cannabis landscape and we're investing in technology and content marketing to accelerate and scale at a rapid pace. Moving on to today.

After turning the corner on 2020, we completed 2 capital raises in Q1, which set up -- us up for a transformation and retail acquisition, which will dramatically increase our leverage and expand our core competencies in retail management, culture and marketing, digital promotion and innovation. We also announced the closing of an 80% interest in Fifth & Root, a CBD skincare line, which has presence in over 400 retail doors in the U.S., but more importantly, this transaction allows us to build a nationwide commerce platform that enables us to be well positioned once cannabis is legalized.

We will now have the power to target a demographic that we think will be critical once cannabis is federally legalized, female head of households. We're extremely proud of the team we built at GLH and the partnerships we have created within the cannabis community.

We carry strong momentum into this year and look forward to accelerating our growth as we add more stores to our portfolio. We look forward to a very bright future and continue to earn the trust, to earn your trust and support through our performance.

At this time, I will again turn over to our Executive Chairman, John Varghese, who will review our financial results.

John Varghese

Thanks, Jeff. We have reported another cash flow positive quarter and our first ever adjusted EBITDA positive quarter and continue to show record year-over-year results.

For the year ended December 31, 2020, the company reported revenues of $21.9 million, representing 39% year-over-year growth, driven by both Oregon and California markets. For fiscal 2020, the company reported an adjusted EBITDA loss of $1.4 million and cash used in operations of $1.5 million.

Yes, we're very proud of the fact that we entered 2020 with just under $4 million and made it through to the other side utilizing the scarce resources that we had. Importantly, we would highlight that at the -- that for the second half of the year, that the company reported adjusted EBITDA of $170,000 positive, and cash flow positive provided by operations of approximately $420,000, underscoring the turnaround during 2020.

Same-store sales increased 29% compared to 2019, driven by an increase in average ticket prices of 12% and an increase in customer traffic of 15%. Gross profit for the year was $6.8 million, an improvement of $2.5 million or 57% compared to 2019.

Total operating expenses were reduced to $12.3 million compared to $16.6 million in 2019, while we drove that 39% revenue increase. This represents a 26 -- a decrease of 26%, again, demonstrating our continued cost containment while growing revenues.

Now we're going to move over to the webinar, where we'll take you through a new deck, and we'll address the frequently asked questions at the end of it. What you're seeing in front of you is the new look and feel of our corporate presentations.

This will be up on our website. This will be quarter webinar one, you will also see a new corporate deck that is a very interactive deck that we're quite proud of that will show off our brands and our digital marketing capabilities, which Jeff will touch on during the conversation.

As I noted, we're Golden Leaf Holdings but we're operating as Chalice Brands Limited. As is acquired, please note all the disclaimers, which are here and in the MD&A.

We -- our overall way to describe the company going forward, we're a best-in-class cannabis operator in Oregon, led by the Chalice Brands Limited -- Chalice Brands and our Chalice Brands logo and imaging. What you've got presented here is a picture of our flagship store, which also happens to be our corporate offices.

We are a cash flow positive U.S. operator in the most competitive, innovative and mature cannabis market in North America.

We are leaders in retail, marketing and craft cultivation, supported by our fully integrated processing and distribution. Jeff?

Jeffrey Yapp

One of the things that I am most proud of is the team that we've assembled at Golden Leaf, soon to be Chalice Brands Limited. And one of the things that makes me the happiest is the balance between what I call industry experience, and cannabis experience.

If you look at our chart, we have roughly 40 years of combined cannabis experience, balanced by 40 years of Fortune 25 operating experience, basically balancing the art of cannabis with the science of running a profitable business. So we feel really, really good about that.

Strong supply chain expertise and really, really deep retail management expertise. You see some of the brands.

What I'd like to do is let's go to the next slide. And what I'll do over the next several presentations as we go, I'll just highlight a couple of the executives, give you a quick overview, give a chance to get to know who they are.

I'm going to talk about John Porter, Chief Revenue Officer; and Meghan Miller, our Chief Cultivation Officer, is a real example of how we balance that art and science. John is someone I worked with for over 15 years.

We met each other when we are working with Microsoft. Before that, and I think that's something I'm really proud of, John was one of the first employees for Apple in China, opening up, I think, 8 of their biggest stores in the world.

John opened up all those and really got them to start in China, which is really one of their biggest markets. John, then went on to work for Microsoft, where he opened up their flagship stores in Sydney, Australia, worked in New York and also in London, before then heading to Comcast.

And I convinced him can join us. When I ask why would he do something like that?

He believes in the industry, believes in the opportunity, most importantly, believes in the company. And has really set an operating culture in our stores that I think you'd find second to none.

And I hope you have an opportunity to visit our stores, but I'm really proud of the experience you'll have and the way we take care of our customers in our stores. Meghan joined us as a Chief Cultivation and Community Officer.

And Meghan is someone who's been in the industry, worked in Phylos, which was a genetics of cannabis, met some of the top farmers in the country. She's actually operated cannabis around the world.

But -- in many markets, focused in Oregon and in California, where she's built a great reputation among some of the best growers in the state. And brought with those reputations, those top growers to our business here at Chalice, which we're really pleased and proud of.

Importantly, she also took over responsibly for our Bald Peak growth facility. And I think which we are having the process of building as a world-class growing facility.

And I think Meghan has done a ton to help us balance between kind of the disciplines necessary to run a great business and the respect for what it takes to be successful in cannabis. And I'll take you through the rest of the team.

But we've got an amazing team. I'll just highlight those two to start with...

John Varghese

And if I could add one -- something really to highlight. The -- if you look at this page and we use the word turnaround, apart from Jeff and I, there was not a single person on this page who was a member of the management team in 2019 when we took over.

And all of them are here because they've somehow touched Jeff in his past career. So he's built a team that came to Golden Leaf because of their relationship with Jeff, and it is a completely night and day team, and the skill sets that are here, and if you went back to the previous slide, the logos where they worked, in some ways, you could argue, this is an over stacked team for the size of where Golden Leaf is at today.

What we look forward to is with the path forward that we've laid out. Jeff's got a team with the horsepower that can significantly scale this business.

And as we complete transactions like the ones that we're working on right now, we will be able to really put leverage to the team we have in place. The Board members are key to ours -- are keeping our governance and all our corporate responsibilities in place.

We will talk about them more at the AGM. We'll skip that slide.

And just quickly highlighting the 2020 highlights. Our key focus is on strong growth, improving our working capital discipline, which then led to improved financial results.

Our record annual revenues of $21.9 million, as we said earlier, it was 39% from 2019 with a 20% decrease in operating cost. We did all of this, accomplished it in spite of all the headwinds faced in 2020.

And for that, the team is to be commended. Our Q4 revenues of $5.5 million were 53% year over increase compared to 2019.

Our first ever adjusted EBITDA positive quarter in the company's history was accomplished both as a combination of this increased revenue and the decreased cost structure. A positive -- having two positive cash flow quarters in a row, that's also a first for the company.

And as mentioned earlier, our full year cash flow from operations was 1 point -- utilization of $1.5 million for the full year compared to $8 million in the previous year, an improvement of $6.7 million. Jeff?

Jeffrey Yapp

Let's go to the next slide. I think one of the things I like seeing was our growth and momentum as the year went on.

In the first quarter, we grew at about 8%; second quarter, about 35%; third, which is our biggest, add another 33% growth; and importantly in the fourth quarter, where we really brought a completely different approach to marketing, we decided to see if we could celebrate some nontraditional cannabis holidays and drive some incremental business, and we saw growth of almost 53%. So we actually ended the year in a really strong position with great momentum into this year.

But I think when you look at Q4, those results are really achieved bringing some things what I call from general markets. We had -- we celebrated Black Friday in a very traditional way.

We brought a countdown to Christmas in a way and saw some of the biggest weeks we've ever seen. So we had a really strong fourth quarter, driven by collaboration with our partners, innovative marketing.

And the way we approached the market, I think, really set us up nicely this year. Next slide.

John Varghese

And one more point here before we leave the -- while we're not giving guidance, historically, you will find that Q2 and Q3 are our strongest quarters, and we expect that to continue. Q4 will be strong, but never usually as strong as Q3.

Jeffrey Yapp

Absolutely. Absolutely.

On an annual basis, we have separated our retail and wholesale. Retail business is up almost 30% over year, and our wholesale business up 88% year-over-year.

Solid results and look to continue to grow. What I love about -- next slide, please.

What I love about our growth in retail, it was driven not only by increased traffic, but also increased average ticket size. We saw that growing about 12%, which is a really good sign around the culture in our stores.

We saw both growth in traffic, we've been able to gain share, and we've seen the average spend in our stores go up by almost 12%. Next slide.

John, if you want to take this one?

John Varghese

Yes. So this really highlights where we've been and where we're going.

When Jeff and I entered the picture, we were spending like drunken sailors. There was really no eye towards managing the cost structure, nor really was there enough focus on getting the production side efficient.

So the combination of the 2 things has allowed us to consistently reduce the cash burn to the point where we're now a cash flow positive entity. We're happy that we've reached a stage where Oregon can now be -- support our overhead, which will allow us to become -- as we grow in other markets, we expect that all the new business start dropping to the bottom line, which we were excited about and which should lead to improved shareholder improvement.

I don't need to talk about the cash flow. We -- this is just a bar demonstration of how far we've come in terms of our utilization, which is the testament to the controls that Jeff and Andrew Marchington, our CFO, have in place.

Quickly on the capital structure. This is as of March 31.

Just to give you a picture of where we are, both in terms of our debentures and in terms of the shares outstanding position looks like post the 2 equity raises. As we've identified, we are looking forward to getting approval from the shareholders for a share consolidation, which we think will -- obviously, the numbers will change dramatically after that.

Jeff?

Jeffrey Yapp

Just in terms of kind of keeping the scorecards, you all keep track. In 2020, Q1 was obviously putting our leadership team in place.

Q2, we achieved record growth in Oregon, really focusing on growth in Oregon to make sure we -- it's -- I think you've heard us talk about crawl-walk-run in terms of our financial discipline. Oregon is our fully mature state, where we have production, a grow operation, our own retail stores.

And so we focused on that to make sure we get the kind of the returns we need to, which we did. Q3 surpassed total fiscal 2019 revenues by the end of Q3, was also our first ever cash flow positive quarter.

And Q4, we went adjusted EBITDA positive, all of which I think we're really, really pleased with. '21, we recapitalized the balance sheet, raised equity of about $13.5 million.

This has allowed us to enter into a transaction, which hopefully we'll announce quickly, closing the expanded retail footprint by almost 75%. And we're changing our name to Chalice Brands Limited, which I'm really excited about.

And share consolidation. We will look add a next-generation, scalable e-commerce platform in Q3, tied to the work we're doing with Fifth & Root.

And in Q4, we hope to announce a full year EBITDA positive and a certain share point in the Oregon marketplace. '21, we look forward -- go ahead.

John Varghese

No, go ahead. I was going to say, so while we're not giving guidance, we don't need to necessarily elaborate on 2022 at this point.

But this is the scorecard that we want shareholders to be able to refer back to. And we'll -- going forward, we'll give visibility towards, okay, here's what we stated we're going to do and here's how we did against it.

And then as we progress, you'll be able to measure us in relation to these high level objective that we've set up. So overall, investment highlights.

I think we've got -- we're focused in the markets that we serve. We're going to be a West Coast -- predominantly West Coast brand.

California has entered the walk stage. We're going to keep growing in a disciplined manner.

We're going to be EBITDA positive in our home market. And as we look to do -- as we move from crawl, walk to run, we're going to hit the goals of being EBITDA positive in every step of the way once we get out of the crawl phase.

We are a fully integrated company in Oregon from seed to store. As we go from crawl in California to walk, we'll add different pieces to the story so that we can fully generate the margin benefits that come along.

The competitive advantage of that, of course, obviously, gives us consolidated and efficient retail distribution and branding presence, which we think brand is everything in the space. In terms of what we're good at, we're -- retail excellence, brand awareness and brand management, scale our regulatory capability set, the partnerships and network that Jeff has created and team have created, and as we roll out our e-commerce strategy, the technology that we bring to this space.

The Chalice Brand trademark and recognized along with the Elysium Field, Private Stash, RXO and now Fifth & Root. We'll turn it over to our questions and then bring this presentation to an end.

A - Jeffrey Yapp

All right. First question.

Please explain why you chose to change the name of the company and do the stock consolidation.

John Varghese

To us, the main change signals that we have put the past fully behind us and have galvanized Chalice as the brand and culture. Under the guidance of this leadership team, we embrace the Chalice era, leaving no connection between our product and our brand focus and the original incarnation of Golden Leaf.

The transaction announced in February, assuming it closes, is the proper catalyst to effect this consolidation. Currently, our market capitalization changes by over $10 million each penny we trade.

Management believes that our company should be more attractive to long-term investors at a higher price if we are subject to the less incremental day-to-day volatility. Consolidation will allow us to be more attractive to institutional investors and higher quality exchanges in the future as we look forward to federal deregulation and federal banking becoming legalized.

Jeff, what details can you share about the new retail store acquisition? And why is this good for our shareholders?

Do you plan on making additional acquisitions?

Jeffrey Yapp

We are in final stages of our due diligence and hope to be in a position to close this very quickly, and I'm really proud of the way the team and the detailed level of the diligence that went into this. It was very structured, very organized.

It's allowed us to move very quickly, which has not been the case historically, but I hope to be able to announce some very good news very quickly. So it's coming along.

The reason we feel so good about this is it will be a -- and we call it world transformation, but it will be. Positioned not only in the number of stores but are positioned in the market, which brings lots of benefits to it.

So overall, I think when we're able to finally announce all the details, I think you will all be very, very pleased with the decision we made here. My hope is that we'll continue to -- and we're actively looking to other partners to continue to grow our footprint and our presence in the state.

John Varghese

And until that point, we are not able to provide any more information than publicly disclosed. Jeff, please comment on the progress in the California market.

Jeffrey Yapp

Back to the point I made earlier about crawl-walk-run, we entered the market in what I call crawl phase, which is to validate the demand for our products, which we have successfully done. I was really pleased with how our products were established and cannabis sold.

We worked through a third-party distributor. Obviously, that distributor ran into all sorts of challenges due to COVID, as many people did.

We have now decided, based upon our success early on, to move into the next phase of our development, which is the walk phase. We now have taken over distribution.

We'll have our own people representing our products in -- so we're now in that phase where we're investing to accelerate growth, which we'll do. Once we've accelerated growth, we'll obviously invest to accelerate margin, but obviously in a disciplined way with great returns.

We are really excited by the potential California represents, and we're looking forward as we moving to that next phase of development and the acceleration start to feel the impact of California.

John Varghese

What is the status of the Tozmoz acquisition? And why is it taking so long?

Jeffrey Yapp

I would say, Tozmoz, we got caught up in all of the delays caused by COVID. There's no question about it.

There was a very different operating process for the LCC as we went through it. I think we are now in a place where almost all of the hurdles have been cleared.

And we look forward to getting this closed very, very quickly. I think important to note, we've been operating with really no impact.

It's been -- they've been a great partnership, a great partner. And I think all we want to do is formalize the close.

But overall, we're on track to get that done finally with most of the delays behind us.

John Varghese

With that, this ends our informal part of our presentation. We thank you very much for your support and your time today.

This deck will be posted on our -- under our website shortly. There is an adjusted EBITDA reconciliation.

For those who want to see the math, it is available as well. With that, operator, over to you.

Operator

Thank you, everyone, for your participation today. This concludes today's conference, and you may disconnect your lines at this time.

Have a great day.