Thank you. Good afternoon everyone, and welcome to Curaleaf Holdings' third quarter 2019 conference call.

Today, I am joined by Boris Jordan, Executive Chairman; Joe Lusardi, President and Chief Executive Officer; and Neil Davidson, Chief Financial Officer. Earlier today, we issued a press release announcing our results for the fiscal quarter ended September 30, 2019.

The press release is available on our Web site under the Investor Relations section and filed on SEDAR. Before we begin, I would like to remind you that the comments on today's call will include forward-looking statements within the meaning of Canadian and United States Securities Laws, which by their nature involve estimates, projections, plans, goals, forecasts, and assumptions, including the successful completion of announced acquisitions, and are subject to risks and uncertainties that could cause actual results or outcomes to differ materially from those expressed in the forward-looking statements on certain material factors or assumptions that were applied in drawing a conclusion or making a forecast in such statements.

Forward-looking statements speak only as of the date of this conference call and should not be relied upon as predictions of future events. 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.

Additional information about the material factors and assumptions forming the basis of the forward-looking statements and risk factors can be found in the company's filings and press releases on SEDAR and the Canadian Securities Exchange. During conference call, Curaleaf will refer to non-IFRS measures that do not have any standardized meaning prescribed by IFRS, such as gross profit from cannabis sales, adjusted EBITDA, managed revenue and pro forma revenue.

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

With that, I'd like to turn the call over to Boris Jordan.

Thanks, Dan. The third quarter was very strong quarter for Curaleaf as our industry-leading operational footprint allowed us to deliver record managed and total revenue, and the highest adjusted EBITDA in company's history, driven by strong sequential growth.

Retail operations grew in every state in which we operate, despite the negative headlines associated with vaping, which appear to be increasingly linked to illicit products. We believe these results further support our thesis that over time customers will be driven to legal, regulated markets as an alternative to the unregulated black markets.

While September vape sales negatively impacted most markets, we're seeing sales revert back to previous levels. Quarterly growth was especially strong in markets such as Arizona, Florida, Massachusetts, and New Jersey.

Critically, we reached operational inflection points in many states, and generated the highest adjusted EBITDA in company's history, which grew nearly threefold sequentially as we experienced increased operational leverage due to the continued scaling of our business. This helped us generate our first quarter operational cash flow.

We continue to execute on our plan of prudently deploying capital into high return projects, which we believe will yield further increases in operating leverage that will allow us to finish 2019 having generated our first full-year of positive adjusted EBITDA. We expect this trend to continue into 2020 as we will be increasing amounts of our operating capacity online.

As detailed in our October 30 release, we announced the waiting period under the Hart-Scott-Rodino Act or HSR expired with respect to the acquisition of Select. We are working to obtain final state approvals, and anticipate that the transaction will close on January 1, 2020.

In addition, Curaleaf and Select mutually agreed to reduce the base consideration under the transaction to reflect current market conditions, and align the interest of all the stakeholders to the ongoing performance of Select's business. We remain firm believers in Select, which has tremendous amount of white space across the nation with which to expand its product offerings.

Further, Curaleaf and Select remain committed to creating a lifestyle brand leader across the United States, leveraging both Curaleaf and Grassroots' tremendous footprint in the large wholesale market that exists nationwide to build further significant market share. We believe this thesis is supported by Select's robust operations in California, Oregon, Nevada, and Arizona.

We look forward to adding the Select brand's distribution network and their outstanding and talented team members to our organization. We're also diligently working to complete the Grassroots transaction, which we expect to close in the first quarter of next year.

In aggregate, including pending and calendar year 2019 closed transactions, we generated record pro forma revenue of $129 million, representing an annualized run rate of nearly $520 million. As a result of our investments and increased cultivation capacity in larger distribution network and the overall ramp in operations, we expect robust growth to continue through 2020 and beyond.

We're reaffirming pro forma revenue in excess of $1 billion in fiscal 2020 with pro forma EBITDA margins above 30%. On the legislative front, cannabis remains a very hot topic at both the state and federal level with continued liberalization gaining momentum across the country, and more bipartisan support on reform.

During the third quarter, a very important piece of legislation moved to the House of Representatives. The Safe Banking Act would offer protection to depository institutions that provides financial services to legitimate cannabis businesses and service providers.

The bill passed through the House by a margin of more than three to one, showing the strong bipartisan support cannabis enjoys. A version of the act is now in front of the Senate, and we are working closely with lawmakers to influence this progress.

We continue to believe that the Safe Banking Act is an important piece of legislation that will not only enhance financial services for cannabis industry, but also the financial transparency of the industry, which we fully support. In addition, we continue to monitor additional key pieces of legislation, such as the recently proposed MORE Act, which would decriminalize cannabis federally.

That bill is gaining traction in the House Judiciary Committee and is further evidence of increasing support for cannabis reforms. We believe there's strong momentum for further bills that will over time ultimately pave the way for the continued liberalization of cannabis laws.

More robust capital markets access resolution items such as tax treatment of cannabis sales at the state and federal level. Turning to our M&A outlook, we have integrated several accretive acquisitions since the beginning of the year, and are preparing to integrate two transformative acquisitions in Select and Grassroots.

While we are continuously evaluating the cannabis landscape, at this point we're well-represented in the markets in which we operate. Upon closing of Select and Grassroots, we'll operate 19 of the most attractive cannabis markets in the nation, and 11 of the 12 largest markets, where we believe significant upside exists.

Our priority is on execution in our markets of operation and integration of both Select and Grassroots, whose strong operating positions in important markets, outstanding management teams, and great assets will be combined with Curaleaf's already large footprint to create a coast-to-coast cannabis industry leader. On the back of our strong operational performance and growth and adjusted EBITDA this quarter, we're confident in our financial position ability to fund our current business and future growth, particularly as we start to generate significant organic cash flow.

We continue to consider opportunities to add financing to our capital structure and lower our overall cost of capital. Given, our strong financial position and liquidity on standby from our largest shareholders, we remain prudent in our approach to the capital markets.

With our strong balance sheet and improving credit profile, we will only consider adding additional financing on terms that adequately reflect the strength of our business. As I stated on our second quarter call, we do not intend to dilute our existing shareholders in any new financings, and Curaleaf remains the only major cannabis company that has not utilized the equity market since its IPO.

Lastly, as detailed in late October, a core group of shareholders representing approximately 75% of the issued and outstanding shares agreed to an amended and extended lockup, and I myself recently purchased additional shares of Curaleaf. I want shareholders to know that neither I nor my key partners have any intent to sell a single share, given the tremendous upside we believe exists in the company and the sector.

As we approach the end of fiscal 2019, I'm very pleased with all that we have accomplished this year. The third quarter was an excellent operational quarter for Curaleaf, and shows the strength of our underlying operations and the operating leverage that exists in our business.

As our operations continue to scale, we expect key states to become self-supporting and generating increasing amounts of operating cash flow. As such, we remain firmly focused on operational execution to drive both top and bottom line results for the balance of 2019 and into 2020.

I will now hand over to Joe to discuss the operations of the company in greater detail.

Thank you, Boris. As Boris noted, we generated strong results in the third quarter, and are encouraged with the overall trajectory of our operations.

Despite the negative headlines around vaping, we weathered immediate confusion, and it has become increasingly apparent the issues are primarily related to the unregulated illicit market. We believe Curaleaf is extremely well-positioned to service those patients and customers who wish to access legal, regulated, and tested products.

We care deeply about our patients and the experiences of our customers, and remain committed to delivering products of the highest quality, allowing customers to consume cannabis with confidence. As we close out 2019, I would like to take a moment to thank all the outstanding team members of Curaleaf for their tireless and dedicated work, from the home office in Massachusetts, to our cultivation, manufacturing, processing, dispensary, and shared service members across our 12 states of operation.

I look forward to welcoming the outstanding team members of both Select and Grassroots in early 2020. Curaleaf, Select, and Grassroots combined will create the most accessible cannabis company in the country, and set a national standard for excellence in cannabis.

Turning to our current operations, the third quarter was a record quarter for the company as we delivered strong sequential growth, record managed and total revenue, and the highest adjusted EBITDA in company history. We continue to focus on developing operations in key markets, and are laying the groundwork to integrate Select and Grassroots.

Most importantly, I'm highly encouraged by the continued growth of our business, which has reached sufficient scale, whereby margins are beginning to expand, and adjusted EBITDA across the number of states has turned positive and continues to increase quarter-over-quarter. This demonstrates the operating leverage that exists in our business.

Every one of our key markets delivered growth during the quarter with notable strength in Florida, Massachusetts, and New Jersey. Impressively, each of our states grew retail operations in the quarter.

Over the last three years, we have made significant investments to develop all of our key markets and it's rewarding to see those businesses begin to more than cover their costs as they continue to scale to meet demand which is resulting in increasing share in the markets in which we operate. I would now like to review our significant progress in key states.

In Florida, by the end of this week, we will have 28 operating stores, totaling eight openings so far in 2019 establishing a leading position in this state. We saw significant growth in our business in the third quarter as our operations scaled to meet increasing demand which produced record quarterly revenue nearly tripled the prior year and generating positive operating cash flow.

While we experienced a temporary shortage of flower in October, our weekly sales have bounced back to new heights, which gives us confidence in our products brand and consumer experience is resonating with our customers. As we continue to build a robust supply chain we will open at least another 12 stores by the middle of next year ensuring that Curaleaf is present in every major population center in Florida.

With nearly 284,000 active registered patients in this state and a backlog of nearly 120,000 patients, Florida is among the fastest-growing medical candidates markets in the country, having more than doubled year-over-year. The demand for our products, most notably, flower has been strong, and daily sales volumes have steadily increased.

We are anxiously awaiting the regulations on edibles and look forward to bringing a whole new class of products to market in 2020. In Massachusetts, we were extremely excited to announce on November 4 the opening of our first adult-use dispensary, which is co-located with our medical retail location in Oxford.

In addition, we received conditional approval for our adult-use dispensaries in Provincetown and Ware. We are working closely with regulators to complete inspections and expect to open those stores in early 2020.

We also secured our adult-use license for our cultivation and manufacturing operations, which is allowing us to tap into an extremely vibrant wholesale market. During the quarter, Curaleaf generated a nearly fivefold increase in revenues year-over-year and positive adjusted EBITDA.

We continue to work with regulators to close our transaction with alternative therapies group, which for now has been included in managed revenue, but ultimately will move to wholesale revenue once we close on the cultivation and processing assets. With respect to the ban on vapes in Massachusetts, the industry is working collaboratively with regulators to review and improve the rule around vape products and we look forward to bringing that form factor back to our customers and Massachusetts soon.

We remain extremely optimistic about the overall prospects for the adult-use market in 2020. In New Jersey, our dispensary the largest on the East Coast once again produced record quarterly revenue and strong operating cash flow.

During the quarter, we completed the first wholesale of Curaleaf vaporizers cartridges which gave us an entry point into highly populated Northern New Jersey market. We remain the largest provider by revenue and market share in the state and continuing to pursue plans to open additional dispensaries.

The overall market continues to grow and we believe that patient count in New Jersey could more than double in the next year. We continue to monitor the progress at potentially use legislation which remains uncertain.

However the state continues to liberalize policies around medical cannabis to benefit residents in the state. In October, we secured a new property and Winslow New Jersey with an existing 128,000 square foot warehouse plus 21 acres of land.

And we will be building out that facility in 2020 to capture the growing demand and maintain our position at the top of the market. Lastly, we are actively working through the process of converting our operation to a for-profit entity, which we expect to complete by year-end, which would result in our consolidating this entity in 2020.

Moving onto New York, Curaleaf remains one of only ten license operators in this state with four stores and may continue to harvest regularly from our cultivation facility. Construction that doubled our canopy size was completed in July and positions us to deliver nearly 14,000 pounds of flower per year allowing us to meet future demand for the medical program if further legislative realization occurs.

In the third quarter, our four locations achieved 20% market share achieving double their fair share according to the state tax data. We look forward to continuing to build momentum as the program and form factors expand.

On that front, we continue to work with regulators to improve their product approval process and increased form factors including flower and edibles so that we can tap into the full potential of the market. As part of our recent efforts, Curaleaf became the first operator in this state to offer flower pots starting this past September and important step towards continued liberalization.

Currently, we remain focused on growing the medical program while keeping an eye on the legislative debate around adult-use. New York currently has low penetration as compared to other markets.

With just a few modifications to the law, we believe New York could share the same growth characteristics as Florida and represent one of the biggest potential for untapped growth in our business. In Maryland, as one of the only growers in the state operating for dispensaries the most of any Canada's company we are focused on optimizing our 20,000 square foot growth facility which continues to yield stream with over 30% THC content allowing us to continue to fetch premium wholesale prices as well as drive increase in reliable repeat traffic to our dispensaries which are all achieving higher wallet share than peers.

Construction on our new processing and manufacturing operation in Frederick continues, which will also incorporate edible production. Maryland is a terrific market and we're optimistic our vertical platform and the additional cultivation capacity we plan to bring online will drive significant growth and meet demand should adult-use come to the market in the future.

Moving onto Connecticut, we continue to build out our new 50,000 square foot cultivation facility, which is opening in phases throughout the end of the year. Once complete this facility will deliver over 7300 pounds of flower per year.

This increase capacity coincides with the opening of more dispensaries across this date and gives us confidence that our wholesale revenue while meaningfully grows for the remainder of the year and into 2020. On the legislative front, both Governor Lamont and many state legislators supported use legislation and are working on various bills that were liberalized the market.

We continue to believe there is a high likelihood that adult-use will become a reality in 2020. In Maine, we continue to provide management services to two of the eight existing license holders.

We are also working on the process of converting the two non-profit entities to for-profit with a goal of completing by the end of the year. The Governor signed legislation in June to permit adult-use sales, which are expected to commence in early 2020.

Curaleaf use its position in this market to be a leader in the new program and main strong supportive cannabis and robust tourist market bode well for growth in 2020. We intend to open four retail locations and we have real estate and development to maximize our footprint early in the program.

In Ohio, we continue on cultivation and processing facility. In Johnstown, which we expect to complete in December, upon completion the facility will include the maximum allowable cultivation of 25,000 square feet plus processing square footage that will allow us to deliver nearly 12,000 pounds of flower and bring a full breath of products to the market.

Ohio medical cannabis industry is still a very nascent and we are excited about this growth opportunity as Ohio as a nation seven most part real estate with 11.7 million residents. Now I want to take some time to touch on our West Coast strategy.

In California which is the largest market for cannabis consumption in the country. We continued to rapidly expand our Salinas facility in order to maximize capacity that is expected to reach over 54,000 pounds of flower per year.

We work towards and look forward to integrating select and in the meantime, we're selling flower interim into the wholesale market and expect that business to accelerate later this year and into 2020. With established cultivation and processing operations and a sound expansion strategy including our pending acquisition of Select's large wholesale presence Curaleaf is ready to capitalize on the opportunity in California and a strategic and prudent way.

In Nevada, we are successfully operating at 10000-square-foot cultivation facility and dispensary in Las Vegas, which moved to a new flagship location near the strip and is generating increasing amounts of revenue each quarter. As announced on October 31, we closed on the acquisition of Åkers cultivation.

The Akers farm located in the Amargosa Valley continues to be developed and began generating significant flower and biomass in the third quarter. And by December, we plan to complete 42,000 square feet of additional Greenhouse space.

Upon full build-out in ramp of the entire Akers cultivation facility, we expect to deliver nearly 33,000 pounds of flower to the market by year-end 2020. Much like California, we look forward to backward integrating slight onto this farming platform, which we expect will significantly reduce their input costs.

And finally in Arizona, we continue to see strong revenue growth out of our eight retail locations. During the third quarter, we closed our strategic acquisitions Emerald which was re-branded Curaleaf and is located in the densely populated talented Gilbert Southeast of Phoenix.

Glendale Greenhouse, which has re-branding Curaleaf and is located in fast-growing Northwest Metro Phoenix. And a third, Phytotherapeutics that was relocated to a new flagship Curaleaf dispensary near the Ak-Chin Pavilion in Western Phoenix.

Combining these three dispensaries with Curaleaf established supply chain is anticipated to enhance an already strong top and bottom-line earnings profile and further extend Curaleaf stability to provide highly rated patient service. We continue to expand our presence in this market and we expect it to yield a strong return on investment in the long run.

We continue to build out and optimize our 100,000 square foot indoor cultivation facility in Holbrook with a focus on improving gross margins and free cash flow through increased vertical integration that will deliver over 32,000 pounds of flower per year upon completion. Arizona continues to be one of the largest cannabis markets in the U.S.

with over 210,000 registered patients a full 3% of the state's population and we continue to believe state residential vote to approve adult-use in 2020. Like California and Nevada, we plan to backward integrate slight into this market.

Turning to our pending acquisitions, we were happy to report Curaleaf Select mutually agreed to reduce the fixed consideration for the transaction significantly de-risking the deal for shareholders while allowing select shareholders full value of the execute to their initial expectations. We remained firm believers in the Select brand in products which have a tremendous amount of white space across the nation to expand their products into.

We look forward to adding the Select brand distribution networks when they are outstanding and talented team members to our organization. Select see some limited impact from the negative vape headlines.

However as it became apparent that case appears to be linked to unregulated black-market products and Select began to see some rebound in sales. Select has always been seen as a pioneering brand and testing and safety and the regulated market and as such we are confident that business now has a positive tailwind behind it that will benefit long-term growth.

Grassroots continues to deliver strong operating results primarily as a result of rapid growth in both the Pennsylvania and Illinois markets. Grassroots continued prudent deployment of capital strong operations team and expanding network of dispensaries which now number 25 generating a record quarter of top-line revenues.

As we wrap up 2019, I am confident that we will enter a 2020 executing on all fronts with the best-of-breed cultivation and processing facilities. Outstanding sales and marketing innovative and proprietary R&D and prudent returns focused capital allocation.

With all that we have accomplished, Curaleaf has clearly distance itself from the pack. And we believe that our execution in both organic development and on the acquisition front sets us up for significant growth in distances us as the unmatched leader in the U.S.

cannabis industry. We're creating a brand synonymous with quality trusting reliability.

And in so I think Grassroots we're inheriting a leading lifestyle brand in the West Coast and a major Midwest operator with the same values that will be combined to create a coast-to-coast cannabis leader. Taken together Curaleaf is poised to deliver strong growth in 2020.

Now, I will turn the call over to Neil to review our financials.

Thank you, Joe, and good afternoon. We're extremely pleased with our record results for the third quarter.

We are focused on driving strong top and bottom line growth that ultimately will drive long-term value creation for our shareholders. As such this quarter, we not only posted both record total and managed revenues and our second quarter of positive adjusted EBITDA, but on a consolidated basis, reported a small amount of cash flow generated from operations.

Strong results from Arizona, Florida, Massachusetts, and New Jersey were primary drivers, and as Joe and Boris mentioned, retail operations in each of our stage showed sequential growth. Furthermore, gross margin on cannabis sales expanded 700 basis points to 47% from 40% last quarter.

Vertical integration remains a key component to our strategy, and we continue to increase cultivation capacity in each of our states of operation, especially those markets where we continue to see expansion of medical programs and/or ongoing discussions around legalizing adult use consumption, such as Arizona, Florida, New Jersey, and New York. As we scale, it is gratifying to see the investments we have made paying off as they translate into higher margins positive adjusted EBITDA, and now operating cash flow.

As mentioned in previous calls, while we expect our gross margin from cannabis sales to trend upward in the long run, it will continue to fluctuate quarter-to-quarter based on the number of processing and cultivation facilities we expand or bring online. Moving on to the quarter, we believe managed revenue and adjusted EBITDA are the best measures of our business from period-to-period, given our acquisitive nature and significant ramp up, and pro forma revenue being the best indicator of our mid to long-term growth profile.

As a reminder, managed revenue includes revenues associated with the not-for-profit entities in Maine and New Jersey, and revenue associated with ATG. As the not-for-profit entities convert to for-profit in New Jersey and Maine, and we closed on the ATG transaction, this will ultimately negate the need to report managed revenue as they will be included in total revenue in our financial statements, simplifying comparisons of our reported results to consensus.

In the third quarter, our managed revenue more than tripled over last year to a record $73.2 million, and was up nearly 33% quarter-over-quarter. Pro forma revenue was $129 million for the third quarter of 2019, an industry record, and shows the step function growth our business is experiencing as we work towards adding high-quality assets to our portfolio.

The pro forma number includes all pending and closed acquisitions to-date, including Select, Grassroots, Akers, Glendale Greenhouse, and Phytotherapeutics operations as if they had occurred at the beginning of the quarter. Adjusted EBITDA was $9 million for the third quarter of 2019 compared to a loss of $3.2 million for the third quarter of 2018, and was at nearly threefold over the sequential quarter.

The increase was primarily due to scaling of operations and high gross margins in Massachusetts, Florida, and Arizona, offset somewhat by continued investment in key markets, where we're expanding capacity to meet demand, as well as continued investments in our CBD business, and California, where we expect our first large harvest in the fourth quarter. Highlighting other key financial metrics, total revenue increased $40.5 million to $61.8 million in the quarter versus the comparable prior year period, and was up 27% over the prior quarter.

Our retail and wholesale revenue more than tripled to $50.7 million during the quarter, compared to $16.6 million in the third quarter of the previous year. Management fee income nearly quadrupled to $11.4 million in the quarter versus the comparable prior year period.

The increase in retail and wholesale revenue was primarily due to organic growth in Arizona and Florida, and acquisitions in Arizona and Nevada. Additionally, wholesale revenue increased in Massachusetts as a result of the number of adult use dispensaries increasing.

We grew our retail footprint to 49 dispensaries as of September 30, 2019, from 28 in the year ago period. Later this week, with a new store in Florida, we will operate 51 dispensaries, which does not include additional dispensaries that are currently operated by acquisitions, which are pending regulatory approval.

As a reminder, once we close Grassroots, we will be licensed to open 131 stores combined. Gross profit before the impact of biological asset adjustments was $34.7 million for the third quarter of 2019, compared to $13.9 million for the third quarter of 2018.

The increase was due to continued improvements in the operating capacity of the company's cultivation and processing facilities. Revenue from cannabis sales in the quarter was $50.7 million, up $34.1 million or 205% over the prior year and up $13 million or 34% over the sequential quarter.

Our gross profit from cannabis sales for the quarter was $23.6 million, resulting in a gross margin of 47%. The increase was due to the mix in retail revenue over wholesale revenue, and continued improvement in the operating capacity of the company's cultivation and processing facilities.

SG&A for the quarter was $33.5 million, compared to $19.6 million in the prior year period, and $28 million in the prior quarter. Adjusted for one-time charges SG&A for the quarter was $25.7 million, compared to $22.8 million in the sequential quarter, an increase of $2.9 million or 12.8%.

As we scale, we expect our SG&A to decline as a percentage of total revenue resulting in significant operating leverage. Net loss attributable to Curaleaf Holdings for the third quarter of 2019 was $6.8 million, compared to a net loss of $33.7 million in the third quarter of 2018.

Adjusted EBITDA for the third quarter of 2019 was $9 million. We have provided a reconciliation of net loss to adjusted EBITDA in our press release this afternoon.

A majority of the third quarter variance relates to a loss on -- a change in fair value on convertible notes in 2018, and non-cash charges related to depreciation and amortization, and share-based compensation of $13.6 million, as well as one-time charges of $7.8 million, primarily related to increasing business development acquisition and finance-related activities. Also, our provision for income taxes was higher during the quarter as compared to prior year due to increased profitability in our operational states.

On a per share basis, net loss per share was $0.01 compared to a loss of $0.09 in the third quarter of 2018. Moving on to the balance sheet, as of September 30, 2019, we had $91.2 million of cash, inclusive of our sale leaseback transaction Freehold Properties, which raised approximately $24.8 million in net proceeds.

Fully diluted shares outstanding at the end of the quarter were 464.1 million, while our total shares outstanding as of September 30 were 466 million. As Boris mentioned, we're confident in our financial position and ability to fund our current business and future growth, particularly as we start to generate significant organic cash flow.

We believe our results announced today another quarter of positive adjusted EBITDA, and the first quarter of positive cash flow from operations marks a clear pathway. As our credit profile continues to improve with significant growth in our operations and corresponding growth in adjusted EBITDA and cash flow, we expect our overall cost of capital will be reduced.

We will continue to consider opportunities to leverage our capital structure and lower our overall cost to capital. We have ample cash on hand and liquidity on standby from our largest shareholders, and remain prudent in our approach to the capital markets.

As it pertains to the fourth quarter of 2019, we expect growth of 20% to 30% in managed revenue over the third quarter, and expect to post record quarterly adjusted EBITDA. To-date, we have announced to close 10 deals that have given us access to seven additional states with the ability to grow to 131 dispensaries.

Accordingly, we continue to believe the best way to view our overall business is on a pro forma basis for both 2019 and 2020. As noted, pro forma revenue for the quarter was approximately $129 million, which annualizes to almost $520 million.

As such, we continue to expect strong sequential growth to continue into 2020 supported by an expanding footprint and as Boris and Joe mentioned, our focus on building and expanding our cultivation capacity across markets to meet future demand. We continue to expect our pro forma revenue for fiscal year 2020 will be between $1 billion and $1.2 billion, which assume both Select and Grassroots close on January 1, 2020.

For the purposes of clarity, we expect Select to close on January 1, and Grassroots to close sometime in the first quarter of 2020. In addition, as we scale we expect to realize significant operating leverage in the markets in which we operate and to harvest synergies from our acquisitions.

As such, we expect to deliver on a combined pro forma basis, adjusted EBITDA margins above 30%. With that, I'll turn the call back over to the operator to open the line for questions.

Hi, all. Thanks for taking the questions.

Congrats. I think the quarter was great on almost all metrics.

I just want to maybe go back to one of the main considerations that I think is weighing on the sector overall, and that's the need for capital in order to integrate all of these acquisitions and close this M&A. So, given the cash needed to close Grassroots, where you're sitting today, just curious on how the debt financing potentially is going, and where you think the potential, I know you're not going to give specifics on it, but where you think the potential is to raise capital at attractive terms given that this sector unfortunately is being weighed on right now?

So, I'm going to take that question, Matt. Thanks.

We don't comment on any transactions that aren't closed, it's not in our style. So, we're in discussions we have been for some time.

I have to say they're in a very advanced stage, we're very confident in our ability to raise capital on the right terms. I want to reiterate, however, the same thing I said earlier in my talk is that Curaleaf will not do any transactions, it doesn't feel that it represents properly our cost of capital, and the shareholders have underwritten to the company any amounts of money that would be required to close the Grassroots transaction.

So, we do anticipate that we will have a very good financing to announce later on this year. However, if that financing either will not take place or we couldn't receive the terms that we feel are right for our company, the shareholders, the large shareholders of the company are more than happy to provide the financing for the company to close any transactions.

Understood, thanks. My second question relates to, looking at some of the quarter-over-quarter increases as it relates to standalone managed pro forma, and the pro forma nugget of it is flat quarter-over-quarter, so I'm just wondering if you can give us any color of how much of that is actually transitioned into your IFRS number now and how much of that might be potential weight that we saw from Select in September, and specifically on Select, subsequent to quarter end up to current date, have you seen that business reach back to its normalized levels, or reach higher highs, or any color you can give on where we are right now, given the vaping headlines?

So I'll take the first part of that question. First, I just want to remind everybody on the call with respect to managed revenue, you may have heard in my prepared remarks, but that's largely New Jersey and Maine, and in fact, we just got the rules for the for-profit conversion of that in New Jersey.

So, we're hoping by the end of the year to have both of those converted, and ultimately this whole concept of managed revenue goes away. So that'll actually be reported as our true reported revenue in our financials.

The second question is with respect to the pro forma piece in the last quarter, just looking at a schedule, we've largely closed a few Arizona deals that were in the pro forma last quarter, it's probably around, let's call it around $3 million. It's now included in our managed revenue.

So, when you're kind of comparing the two, I've moved $3 million out of last quarter to get an equal comparison.

Yes, and Matt, this is Joe. With respect to Select, I think it's fair to say like, like all companies, we did see a pullback in vape sales in September.

The encouraging news is that we're starting to see those consumers return to dispensaries and go back to that product. As more and more information comes out from the CDC, for example, that points to the black market and [indiscernible] I think consumers are getting more confidence that regulated tested cannabis is where they should be transacting, and so -- but it really bodes well, I think, for the future growth of Select and for Curaleaf as well.

Great, thank you. And just if I could get one more question in there, I think your adjusted EBITDA for the period pretty much beat everyone's estimates, at least that I've seen.

Particular with that, and again, I know you're not going to give specific numbers, but given that you seem to be hitting an inflection point on operating leverage and critical mass probably in Florida, Arizona, probably New Jersey. Should we expect volatility in that number, given that in more nascent states obviously the expense front runs the revenues, or should we expect more of a parabolic increase in the adjusted EBITDA line, given the markets that have already reached that critical mass?

Yes, I would not say volatility. At this point, we continue to establish bedrock in the foundation of Curaleaf.

So, you'll see from here on out a growth in that adjusted EBITDA.

Okay, great quarter, guys. Thanks.

Thank you.

Hey, guys, congrats on the great quarter, and thanks for taking these questions.

Thanks, Robert.

Yes, if I could just ask a first one on the Select kind of revenue targets, we definitely liked over here how you restructured that and kind of made it performance-based, which is great, but I was wondering on your level of confidence in Select, hitting those revenue targets, and I think Joe you mentioned in your remarks about how they would line up with how the initial expectations were set when maybe you were negotiating the deal. So, basically, how do you feel about those targets, and how could that maybe factor into the pro forma guidance number that you're reiterating?

Yes, Robert, I think it's important to say that we have a high degree of confidence in that transaction. I think importantly, what we did is de-risk it from a Curaleaf perspective, but we really believe deeply in that business, and what we really have confidence in is one that [indiscernible] brand in the industry, but also they have a huge amount of white space across the country, right?

So, with our platform in 19 markets, we are confident that's going to be a national adult use cannabis brand, and they're going to execute up to the levels which we underwrote the deal. When we announced the transaction, we put approximately 40 million shares, we put that into an earn-out, the bottom starts at 130, and they achieve full earn-out around 250.

So, I'll let you do your own math, but we think the business is set up for tremendous growth in 2020 under our stewardship.

And I'll say with respect to their guidance look, compared to last quarter, when we gave our range of $ 1 billion to $1.02 billion, we got a little bit more certainty around the timing of Select. So that gives us just some more credibility in terms of when that will close.

And then second, as Joe mentioned, you now kind of know that the ranges we were thinking. So, we're highly confident in getting to that $1 billion, $1.02 billion on a pro forma.

Okay. So, just for a quick clarification, is it fair to say the pro forma was based on the kind of hitting the 250 sales number for Select or was there a different number?

Look, I think that now that we're talking a $1 billion to $1.02 billion in revenue in 19 states, I think singling out one particular piece is, I mean, there's just so many different variables. I will tell you, a lot of the variables deal with the timing of jurisdictions.

So, there's a lot of exciting states that Grassroots is bringing on with Illinois, Pennsylvania, we've got Florida as a great state for 2020, Massachusetts. Those are variables in it, and then store openings and then also for Select, some of the variability in their meeting, their management plan is their ability to enter into new states, which I know today they're working hard towards.

So again, I would say just when you take it as a whole, we think there's enough confidence and the known to hit that $1 billion and then how far outside of that, we get is really based on some of the factors I just mentioned.

Okay, fair enough, I always want to try and get some more detail where we can. Next one…

Hey, you know the Select number now from the agreement, so…

It's great. Thanks for the color.

Next one, I think it's maybe Neil can comment or whoever, but obviously we're seeing a big gap between managed and reported revenues in this quarter like quite a bit larger than we saw in the past two quarters, and I believe if maybe, Neil correct me if I'm wrong, but that's mainly attributable to the inclusion of ATG and managed revenues. Can you give us an idea of the magnitude that that would have been attributable to ATG in that managed line, and whether that would be like inclusion for the full quarter or maybe only a partial quarter contribution, just to try to get some clarity on ATG's potential?

Yes, so to be clear ATG has been included in managed revenue and all of 19 obviously, there has been growth in the ATG management new line items just from the store growth, they've opened an additional store. So that help to contribute.

Okay, so in other words, maybe growth or sorry, the widening of the difference between management and reported revenue, in this particular quarter would have been attributable to organic growth of ATG primarily?

I would say it's a combination. Look, New Jersey continues to grow.

But certainly, ATG is a contributor. And remember, we're in the process of working through the close of ATG, which will ultimately will wind-up wholesaling.

So those revenues will also move out of managed revenue into our wholesale line items.

Okay, great. Thanks a lot, guys.

I will get back in the queue.

Thank you.

Yes, hi, thanks for taking my questions. Just to wrap-up the conversation with respect to guidance, I understand the reaffirmation of the range.

And there's been a significant bounce back on vape sales that we've seen since the summer, but I was just curious in terms of the underlying assumptions that go within that range. Have there been any changes in terms of the underlying assumptions potentially on skew mix, product volumes and timing of realization of certain synergies as you look at that into next year?

I mean, I would say as with every regulated market, you're going to have some timing differences. I would say that we continue with reports out of Illinois, we continue to grow more and more positive out of Illinois.

I think Pennsylvania is an exciting state. So we're very excited by Grassroots.

We were we did, as Joe mentioned, from the state news, Select had some impact. We've seen a bounce back in that, but obviously, we renegotiated the deal.

So there's been a little bit of impact in establishing our guidance, but I'd say overall, when you put this all together to get intakes, still continue to give us confidence of that $1 billion to $1.02 billion. It might not be exactly weighted to every single piece in the same way.

I mean and I'll also just say that our core business Curaleaf is really firing on all cylinders right now. So Florida is going from strength to strength and I think that you'll see in this quarter, and most importantly, going into the next quarter, that Curaleaf is going to bust away from the pack and start to significantly erode into Curaleaf's market share, mainly driven by the fact that we built a lot of cultivation in Florida.

Okay, thank you. I appreciate the color.

And then just on another note with respect to the market, Massachusetts and being in the early days of operating at the adult use level, I was just wondering if you could give any color in terms of how that's been going so far, and has there been any issues in terms of managing supply in a wholesale market that seems like pretty tight at the moment? Thanks.

Yes, I would certainly characterize the market is a tight supply and a lot of demand. The good news for us is we announced our first and opened our first adult use there about two weeks ago and early returns are very promising.

More importantly, we also got approval for our adult use cultivation and manufacturing. So we're not wholesaling into the adult use market.

And so all indications that it's going to be very strong demand into the end of the year and certainly into 2020. So, we're pretty encouraged about that market.

To be honest, it was a long-time overdue, but we're happy to have opened our first stores, and we got provisional approval for our stores in Provincetown, and where as well, we hope to open those in early 2020. So we should have a very big year in Massachusetts next year.

Okay, thanks for that. And then finally, maybe this question is best directed to Neil but with respect to the one-time charges and adjusted EBITDA, I know you gave a bit of color on the prepared remarks in terms of what's included in there, but is there any expectation on how we should think about those trending into the future because those possibly be going up or down depending on timing of transaction closings as again in the next couple of quarters here?

Well, if our general counsel's listening now look, I mean, the reality is we're going through HSR with respect to two transactions, or we're going through this quarter. So that that is a voluminous process and it's costly.

So I would expect as soon as we get the Select and Grassroots transactions close given the size of those acquisitions, it's a substantial decline in the one-time expenses.

Okay, that's it for me. Thank you very much.

Yes.

Hi, good evening.

Hi, Vivien.

Hi, Neil, I had a question about just the composition of revenue growth on balance between organic in recent acquisitions, but as part of that, I was also hoping for some clarification because in your press release, from an organic standpoint, you cited Florida and New York and on the recent acquisitions, Maryland and Arizona and I understand that in your prepared remarks, not in the press release or the prepared remarks are meant to be totally comprehensive, but maybe just kind of order of operations, order of magnitude, organic growth was a bigger or smaller driver versus recent acquisitions. And then of all the states that have been referenced both in the prepared remarks in the press release you could rank order those from a contribution standpoint, that would be really helpful.

Thank you.

Okay, so number one, I think Florida certainly is one of our largest states, and we've seen a lot of organic growth in Florida and continue to expect a lot of organic growth there. We've mentioned Arizona as a market that we love.

Obviously, we closed on a number of acquisitions in the last quarter. So that did, there was some organic growth in Arizona, but a big part of the growth of Arizona was related to the acquisitions.

We closed Massachusetts, as you're aware that that has really been our wholesale market. And so as we saw adult use, we've really grown our wholesale there.

So that's, that's largely organic. The rest of the states you've mentioned, I would say organic.

I think you mentioned New York is one. New Jersey is obviously organic.

Hopefully that gets to the root of your question?

Yes, that's super helpful, but just to double click on it, just on balance was more of your sequential growth organically derived or acquisition derived?

Organic.

Organic, perfect. And then just a follow-up, just my last question, I know the call is running long, the comment on SG&A not growing as a percentage of sales are declining, as a percentage of sales, would we still expect that absolute dollars will be growing or is there any expectations that as you kind of hit an inflection point from a scale perspective, there could be absolute declines in SG&A?

Thanks.

Yes. Look, I say quarter-over-quarter without the one-times it grew about 13%.

But as a percentage of sales, it is declining. I would say if you think about us acquiring Select and acquiring Grassroots, that's really there's going to be an overall build-up in the total SG&A but it's not one plus one plus one equals three, it's a number less than that.

I'm monitoring it right now on two cases; I'm monitoring it on a relative dollar basis to make sure that our corporate overheads don't balloon, and that we're prudent with that, and then second, I'm watching it as a percentage of revenue in the States because some of that SG&A is related to our retail stores.

Very helpful and very reasonable, congratulations on very strong profitability in the quarter.

Great. Thanks, Vivien.

Hi, guys. Thanks for taking my questions.

I guess just first on Arizona, given your support of one of the adult-use legalization measures, and I guess the rising up of a second measure, I guess how do you manage that, how do you manage to compete against a second measure, what's your game plan given that second measure has come up?

Yes. I mean what I would say generally is that three years ago the adult-use lot narrowly missed passing, so we're highly confident that when the vote is going to ballot box in 2020, they're going to vote for [indiscernible] bill.

We are obviously going to monitor the second initiative closely, but I think we have a lot of strong support for the first one that's going to make it on the ballot, and I think I would just say generally we're highly confident in Arizona voters are going to get into adult-use law passed next year.

And just a question around Florida, I believe you mentioned targeting 40 dispensaries by mid next year, I guess just thinking about the cadence there, how do you feel about 35 by the end of this calendar year, is that still there, should we think about more of those dispensaries opening up in 2020?

Yes, I mean to be honest, in Q3, we really slowed down openings a bit, so we can focus on our supply chain and make sure we can load the stores that we have, given the strong demand. We announced a new store on Monday in Jensen Beach.

We will announce another store this week in Sarasota, taking us to 28. We've got a pipeline of 12 stores, those will unfold over the next nine months, and you can expect those all to be opened by mid next year.

That's all from me. Thanks.

I'll hop back in.

Great, thanks.

Thanks very much. Good afternoon.

I wonder if you feel comfortable commenting on Grassroots in Illinois. Obviously, January 1 is just around the corner, here I see that four stores opened, can you comment on when they might have the other four open…

I think Grassroots is working extensively in the communities throughout Illinois to get four more stores open in the anticipation of adult-use. A lot of that will likely start in January.

You may be aware in Chicago they had a lottery, and Grassroots had successfully drew a couple of key locations in the city of Chicago. So, things look pretty good for Grassroots and their efforts.

Obviously with HSR we don't. We don't run or control the business yet, and we need to get through those approvals, but we think that 2020 shapes up really well for that business in Illinois, and in Pennsylvania where they are market leader with the number one dispensary presence in the state.

Okay very good. Thanks very much.

Congrats on the quarter.

Thanks.

Thanks.

Well, thank you everyone for joining us. We look forward to updating you on our progress after the New Year.