Ascend Wellness Holdings, Inc.
Q1 2022 Earnings Call Transcript

Published: 11 May 2022

[Operator:]

Good evening and thank you for standing by. Welcome to AWH's First Quarter 2022 Earnings Call. I now would like to hand the conference over to your first speaker today, Rebecca Koar, Head of Investor Relations. Please go ahead.

[Rebecca Koar:]

Good evening and welcome to AWH's earnings call for the first quarter of 2022. The presentation that accompanies this call can be found on our website, www.awholding.com/investors. Before we proceed, I would like to remind you that there are several risk factors and other cautionary statements contained in our SEC and SEDAR filings, including our annual report on Form 10-K for the year ending December 31, 2021. We expect to file the 10-Q for the quarter ending March 31, 2022, within the next few days. We will not review those risk factors and other cautionary statements on this call. However, we encourage you to read them carefully. Various remarks that we make on this call concerning expectations, predictions, plans and other prospects constitute forward-looking statements or information. These forward-looking statements or information are subject to risks and uncertainties that may cause actual results to differ from historical or anticipated results. Any forward-looking statements or information reflect management's current view only, and we undertake no obligation to revise or update such statements or make additional forward-looking statements in the future. During today's call, we will be referring to non-GAAP measures as defined and reconciled in our earnings materials in the appendix of the presentation. These non-GAAP measures, as defined by AWH, may not be comparable to measures with similar titles used by other companies. On today's call, we have Abner Kurtin, Chairman, Founder and CEO; Frank Perullo, President and Co-Founder; and Daniel Neville, our Chief Financial Officer. With that, I'll turn the call over to Abner.

[Abner Kurtin:]

Thanks, Rebecca. Good evening, everyone, and welcome to our Q1 '22 results call. As always, I would like to express our sincere gratitude for the tremendous support we receive from our customers, employees, partners and shareholders as we continue to fulfill our mission of bettering lives with cannabis. The cannabis industry remains one of the fastest-growing sectors in the United States and continues to motivate the Ascend team to reach new heights every day. Cannabis is now a staple in this country. In 2021, legal cannabis sales officially surpassed sales of Starbucks, despite the fact that coffee is sold in all 50 states and cannabis only 39. State by state, the industry is taking the country by storm with the legal cannabis market in the U.S. projected to reach $33 billion by the end of the year. Cannabis economies remain siloed by state and subject to the ebbs and flows as the various supply and demand curves evolve. However, even on the industry's worst day, the economics remain stronger than most sectors. Although federal legalization remains far out on the horizon, the industry is making meaningful strides that suggest positive momentum. Notably, in Q1, Scotts Miracle-Gro, a company listed on the New York Stock Exchange, leveraged a creative structure to acquire Etain, a U.S. plant-touching company with a New York license for $247 million. This says to me that New York Exchange -- New York Stock Exchange-listed companies are not afraid to acquire U.S. plant-touching assets. While just one transaction, this does signal a move in the right direction that indicates the potential for renewed investor interest by strategic acquirers in the sector. We remain pessimistic about the chances of any federal cannabis legislation passing this year. While the House of Representatives has passed the State-backed and other legislative proposals numerous times, the Senate has failed to act. Senator Schumer, Booker and Wyden seem completely willing to let nothing happen if they can't get full legalization measure through Congress. Like anything in Congress, you can never be sure, and we hope this analysis proves to be incorrect. It is not lost on me that the equity markets have been difficult and the cannabis equities are a complete disaster. The sector has completely derated as institutional investors are largely unable to buy in this space because of customer-related issues while those that can are boycotting the space due to the lack of progress on federal reform. Valuations are completely divorced from fundamentals. We remain confident this will change in the intermediate term, but we acknowledge that this is a challenging period for investors. Quarter 1 was a mixed quarter financially, as I said, we continue to lay the groundwork for solid growth beginning in Q2 of this year related to the start of New Jersey adult use. The wholesale markets in Mass and Illinois continue to be very difficult, both in pricing and volume, which we expect to continue for the foreseeable future. Our Q1 results reflect our investments in the business and the growing pains required to take the next giant leap forward in our expansion plan. Subsequent to the quarter, we commenced adult-use sales at our dispensary in Rochelle Park, New Jersey. Frank will provide a detailed update on New Jersey later, but I am proud of the team for the near flawless transition to adult use. Our first day of adult-use sales at the store contributed around 1,500 transactions and an average basket size of 135. We believe that New Jersey will be our main retail growth engine for '22 and has the potential to have outsized impact from New Jersey compared to other MSOs due to our size and exposure. This morning, we announced that we signed a term sheet to settle our lawsuit with MedMen related to the New York transaction. After a few months in litigation, it became apparent that the process could take a significant period of time to complete. Although we are confident that we could have prevailed in court in the long run, we decided to settle to ensure we receive the assets in time to be ready for adult use expected in '23. We settled for what we view as a nominal amount in relation to the recent precedent transactions for New York assets. We plan to fund the additional $69 million needed to close the transaction this year, with cash on hand and by expanding our existing credit facility. Also after the quarter, we announced the close of the transaction, providing us with vertical access to the Pennsylvania market. I will review that transaction in more detail momentarily. But before doing so, let's turn to Slide 4 to review our updated consolidated footprint. With the Pennsylvania acquisition closed and the MedMen litigation soon to be behind us, we can say we have 7 states in our footprint. Our future is looking greener. We are developing a leading presence from the Midwest through the Northeast and remain committed to being a top 5 player in each of the states which we operate, with a focus on limited license, recreational or near recreational, highly popular states. Ascend has achieved a mature vertical market in Illinois and is doing over 40% EBITDA margins in the state. The rest of our states are rapidly coming up the J-curve as we execute our model of purchase, invest, turn on, drive vertically and scale. As of today, we have 20 operating dispensaries and 5 grows with licenses or definitive agreements across 7 states. By the end of '23, we plan to have 34 operating dispensaries, including the 4 in New York, the sixth Pennsylvania and 4 more that are under construction. Turning to Pennsylvania. Core to our investment thesis is being disciplined allocators of capital, and our recently closed acquisition of Story of PA, a clinical licensed registrant in Pennsylvania, illustrates that. This affords us vertical capabilities with 1 cultivation and 6 dispensary licenses in an attractive limited-license market that we believe has strong potential to legalize recreational sales in the near term. This limited license state has a population of roughly 13 million people and generates over $1.4 billion in legal sales annually with only 155 operating dispensaries. The uniqueness of the clinical registrant license and the ability to place 5 of the 6 stores anywhere in the state. The only location restricted is the 1 store that must be in the same area as the affiliated medical school, which for us is in Scranton. By citing our locations in 2022, we are able to leverage second-mover advantage over older medical stores that were cited a few years ago, enabling us to pursue our strategy of scouting and seeking the best locations for new adult-use market in highly sought after retail quarter with . We plan to position the remaining 5 dispensaries in the suburbs of Philadelphia and Pittsburgh and municipalities that have only more recently become amenable to cannabis retailers. We have been a nominal shareholder in Storey PA since prior to its application for the license and have been watching the Pennsylvania market closely. We recognize that the supply and demand balance has shifted in the past year. And as a result, we have repriced this transaction prior to closing. We now plan on moderate wholesale strategy in the state by building just 25,000 square feet of canopy to support our retail operations before making the decision to expand and invest for an adult-use market. We intend to fund the build-out by drawing on our existing credit agreement and with the sale leaseback of the cultivation facility. Pursuing accretive opportunities is at the heart of what we do. We acquired Story PA for $53 million, comprised of 12.9 million shares and $10.2 million of cash. We value stock dearly, especially given the current pricing. And I want to assure you that we would only issue stock at these levels for a material transaction that we viewed as both highly strategic and attractively valued. Let's now move to Slide 6 to discuss the New York settlement details. We were very disappointed in this litigation from the get-go because we felt it was a case of seller's remorse by MedMen, and I am pleased to report that they have surrendered. We have always been highly confident we would prevail in court, but we decided to settle so we can move forward with improving the acquired New York operations to begin supporting the medical patients and to begin to build additional supply in anticipation of the adult-use market. While the $15 million is essentially an extortion payment, it is a significant discount from the outrageous sums that MedMen was asking for, so we view this as a win. As part of the settlement, MedMen withdraw its counterclaims against this end, and we expect to close on the transaction shortly. Under the revised terms, we will receive almost 100% of the controlling interest in MedMen for $88 million, $74 million of which will be due at close, and we will make a subsequent $14 million payment upon the first sale of recreational cannabis in a MedMen New York dispensary. The revised $88 million, all in for the transaction, is still incredibly cheap compared to recent comps like the Etain transaction I mentioned earlier, further illustrating how we create value through smart acquisitions at attractive prices in lead state and medical markets before the flip to adult use. We are thrilled to have the distraction of a lawsuit behind us so we can focus on integrating the 4 dispensaries and 1 grow into our portfolio, and we look forward to delivering high-quality cannabis and retail experience to the patients and citizens of New York. With that, I would like to turn the call over to Frank Perullo, President and my Cofounder, to dive into further updates.

[Frank Perullo:]

Thank you, Abner, and good evening, everyone. I'm delighted to review some of the key developments in the business, starting with New Jersey. New Jersey, the most densely populated state in the country, began allowing adult-use sales for 7 alternative treatment centers at 12 dispensers on April 21. Ascend is the smaller operating exposure to the adult-use market in New Jersey rendering us the potential to benefit from an outsized impact on the New Jersey recreational -- on New Jersey recreational sales. Additionally, our locations are prominently located in highly traffic in Northern New Jersey. I would argue we have optimized our stores to handle high throughput better than our competitors. On that first day, there were nearly 12,400 recreational customers across the state. Sales grossed nearly $1.9 million among the 12 stores, of which our Rochelle Park store alone generated $200,000 of sales with close to 1,500 transactions. In the first 7 days, we generated close to $900,000 in Adult-use sales. I credit our retail team who worked together to optimize and enhance the retail experience, and I want to thank every staff member at the Rochelle Park location. Despite high demand, Ascend had little to no lines in the first day, a testament to our emphasis on online ordering and customer appointment scheduling. We purposely selected and built the location to handle heavy traffic. It is equipped with 23 points of sale in nearly 130 parking spots, enabling us to maintain our quality of service to our valuable medical patients who have come to expect that from us. I am looking forward to continued success for Rochelle Park in opening up our other 2 New Jersey stores for adult use customers. We are currently serving medical patients at our store in the heart of downtown Montclair. On May 3, Montclair adopted the resolution we've been waiting for in order to apply with the state. On May 4, we submitted our completed application with the Canada Regulatory Commission of New Jersey for state approval to sell recreational use cannabis. We hope to receive state approval from the state at the May 24 meeting. We would then commence recreational sales at our Montclair store shortly thereafter. Our Fort Lee store remains on track for completion by late summer. The location is the closest of any of the alternative treatment centers to New York City and is a stone throw from the George Washington Bridge. The store plans to have 29 points of sale and significant parking to handle the anticipated customer demand. Our New Jersey cultivation continues to expand. Today, we have 16,000 square feet of canopy online to support our own retail network. We have made significant purchases of flower from third-party partners to help us meet our retail demand while we build out the rest of our facility. Our extraction lab came online April 1, and we plan to have the kitchen online producing edibles by late summer. For Ascend, New Jersey is a key driver of our 2022 growth. As is the case with each of these states until recreational sales commenced, our New Jersey operations have been operating at a loss since we entered the state. But immediately following the start of recreational sales, the operation becomes profitable. This is the name of the game with this business. It's the reason why the financials resemble a stair step. Let's move to Slide 9 for a more detailed update on the business operations, starting with retail. We have always followed the Target and Whole Foods model. while we sell our own brands in our stores, we also sell many other brands. No customer leaves our store without their favorite product, whether we produce it or not. Last year, Abner discussed a goal of achieving 50% of our retail revenues from AWH branded or produced products to capture vertical margins. As our SKUs have expanded, so has our ability to achieve our goal. In Q1, 43% of our retail sales were derived from our own brands, Simply Herb, Ozone, Ozone Reserve or the brands of our partners for whom we produce. We are confident that the 50% goal is achievable as we continue to strengthen our offerings and build out our capability. Our retail stores continue to be among the most productive in the industry. In Q1, our average revenue per dispensary was close to $13 million. I attribute this to our unwavering approach to finding prominent retail locations, our emphasis on order ahead, our elevated retail experiences and our commitment to providing consistent access to high-quality products. We continue to strengthen these pillars of success and improve our retail execution. As far as our retail pipeline, we expect to open our East Lansing, Michigan store in the coming weeks and one additional store in Michigan by early next year, which will bring us to 8 stores in Michigan. Since we became vertical in the state, we have been seeing potential and it would be advantageous to selectively add retail locations to increase the verticality in the state. We are also on track to open new Bedford, Massachusetts dispensary this fall, which would increase our Massachusetts footprint to the maximum of 3 recreational stores. We also recently opened the second floor of our Friends Street Boston location, creating an immersive experience for customers to explore the Ascend offering. Finally, as mentioned earlier, with the opening of our Fort Lee, New Jersey location, we will also increase our New Jersey footprint to the maximum 3 adult-use stores with all 3 expected to begin selling adult-use cannabis in the coming months. Last quarter, we discussed the launch of our value brand, Simply Herb. The brand has been well received in the market and was a welcome addition to our offering for consumers who want quality and affordable price. On the cultivation front, we continue to build out our Canopy and expand our capability. We recently brought online our lab and Kitchen in Michigan. Also, we brought our lab in New Jersey online and are working to produce all form factors in each of the states we operate. Not only are we broadening our capabilities, we are also expanding our Canopy. We ended the quarter with 213,000 total square feet of operating canopy, including 37,000 square feet of Canopy were recently added to our Massachusetts cultivation. We just began planting in this new space and expect to begin harvesting and selling this incremental Canopy over the summer. After the quarter, we made our first sale from the Canopy we built in late 2021 in our Barry, Illinois Greenhouse. Unfortunately, we brought the Canopy in Massachusetts and Illinois online while the markets were saturated. In Illinois, we believe the market is temporarily oversupplied as the industry awaits the release of social equity retail licenses, pending a lawsuit with the state that we don't think will be resolved until sometime in 2023. Along with Michigan, these markets remain competitive, but we continue to make progress to build our business, although we do expect a longer period of ramp-up to achieve our initial objectives. I am proud of the continued progress the cultivation team has made across our market. With that, I'll turn it over to Dan to review the financials in detail, starting on Slide 11.

[Daniel Neville:]

Thanks, Frank. Good evening, everyone. Although we made foundational progress in Q1, financially, it represents the value for the year. In Q1, our sequential growth in margins were disappointing as we paid pricing headwinds in parts of the wholesale business and invested to support the growth we expect to realize during the remainder of the year. Total system revenue was $101 million, which was flat quarter-over-quarter, primarily due to a decline in third-party wholesale sales, which was nearly fully offset by an increase in intercompany sales. Net revenue, which excludes the intercompany sale of wholesale product to our own dispensaries, decreased 3.8% quarter-over-quarter to $85.1 million, but increased 29% year-over-year. Total retail revenue was $63 million, representing 74% of net revenues, a 2% sequential decline that was primarily driven by lower average baskets in each of our states except for Ohio. Gross wholesale revenue increased to $38 million across our 5 cultivation sites, representing an approximate increase of 2% quarter-over-quarter as we expanded intercompany sales to our own retail stores. Net wholesale revenue after intercompany sales was $22 million, representing about 26% of net revenues, a sequential decline of 8%. This decline was primarily driven by pricing in Illinois and Massachusetts. As Frank mentioned, these markets, particularly Mass, are oversupplied with an abundance of wholesale products, and we expect prices to continue to face pressure. We aim to partially offset this pressure by expanding our wholesale distribution network and partnering with local players on the supply agreements. Adjusted gross profit decreased by $1 million to $36.5 million, a 2.7% sequential decline. Retail gross profit and wholesale gross profit both decreased sequentially, driven by smaller basket sizes in the retail business and pressured wholesale pricing in Illinois and Mass. The consolidated adjusted gross profit margin increased 50 basis points sequentially to 42.9% as a result of our efforts to increase verticalization. Adjusted EBITDA for Q1 was $16.4 million, which represents a $3.4 million or sequential 17% decline. Our margin for Q1 was 19.2%, which represents a 309 basis points decrease sequentially. We continue to make progress on our cost optimization program announced last quarter, and as of 3/31, we've realized about half the targeted cost savings compared to our initial budget. As a reminder, approximately $7.4 million of rent expense is related to sale leasebacks, which are considered operating expenses. We are now entering a better period as New Jersey becomes a positive contributor to EBITDA that will grow over the course of the year. We ended this quarter with approximately 1,600 valued employees, 155 of which are in corporate as we continue to leverage the shared service model. Let's move on to discuss the balance sheet on Slide 12. On the top of the slide, you'll see our standard waterfall, which bridges Q4 cash to cash at the end of the quarter. During the quarter, we reduced cash by about $12 million. We used approximately $10 million for operations and $1 million in cash for investing, driven by payments for acquisitions closed in prior quarters for both Midway in Illinois and the OCC in Ohio, net of proceeds received from sale leasebacks. Based on our current time line and projections, we intend to invest approximately $40 million of CapEx net of proceeds from planned sale leasebacks to fund the build-out of our second cultivation expansion in New Jersey, completion of 4 in-flight dispensaries and the build-out of Pennsylvania. And finally, we used $1 million in cash for financing, primarily for a small seller financing repayment. We ended the quarter with $144 million of cash and equivalents and net debt of $90 million. We are in the final stages of securing financing under the expansion feature in our term loan for Pennsylvania and New York. We have seen good support from existing and new lenders, and we expect to fund in the coming days. Our strong balance sheet, combined with our unique asset footprint, positions us as a premier multistate operator. Ascend is one of the only MSOs with growth estimated to accelerate into 2023, driven by its size and significant exposure to the growing Northeast markets with a near-term potential for adult use. Thank you to everyone for the time today and for continuing to support Ascend. With that, I will turn it over to the operator for questions.

[Operator:]

Your first question will be from Stanley -- I'm sorry, Russell Stanley at Beacon Securities.

[Russell Stanley:]

Just wondering if you can elaborate on the wholesale pressure you're seeing in Illinois. Wondering if you're seeing retailers there start to consolidate the number of suppliers they deal with in order to trim costs and perhaps leverage the saturation that you spoke to? And what you're seeing on that front?

[Abner Kurtin:]

Yes. I mean I think Illinois -- the ability of the state of Illinois not to license over 150 new social equity retail licenses when all of the cultivators have expanded to meet the demand of those dispensers opening up has caused there to be an oversupply. The pricing pressure is not what we see in Michigan or Mass, but there's still pressure. And really, what you want is to get those social equity licenses retailers operating and open. It's been 2-plus years, almost 3 years now, I guess. They've got to get open. That's what's driving that. Russell, did you have a follow-up?

[Russell Stanley:]

Yes. I guess my -- just a follow-up on the question. Are you seeing any consolidation by retailers? Are retailers trimming the number of wholesale suppliers that they deal with? Is that coming through yet? Or do you anticipate that happening?

[Abner Kurtin:]

Yes, it's Abner. I think the first thing you're seeing is that they're expanding the shelf space that they give to their own products, right? I think they were always doing that, but I think just as we announced proudly that we're increasing our share of our own products, they're trying to do the same thing for the vertical sales. So that's something you see most likely. I mean if you -- we're not in Pennsylvania, but you see to be an independent wholesaler without distribution is a tough place to be. I mean it's just -- in an oversupplied market, that's a tough place to be. I think some of those people are facing additional pressures. Pure Leaf just mentioned that they brought online their grow expansion. They didn't have -- they had a pretty small grow. So that definitely -- that's the one add to the market that we see, and they'll be able to fill their shelves a little bit more. But that's -- I think it's been a market about the top 5 or 6 players, it continues to be. Those are kind of the micro changes that we see.

[Operator:]

Next question will be from Matt McGinley at Needham.

[Matt McGinley:]

So Dave mentioned that the first quarter will be a valley for the year in terms of operating performance. I guess now that your facility expansions are complete in Illinois and Massachusetts and New Jersey adult use sales are open, would your adjusted gross margin begin to improve into the second quarter? Or are the pricing pressure is so great that it'd be hard to push that rate higher at this point?

[Daniel Neville:]

Yes, Matt. I think we should look -- we should see gross margin start to improve. Obviously, New Jersey opening up is -- we're a few weeks into it. But the gross margins in New Jersey are strong across the market. We do have some Canopy today. We have 16,000 square feet of flowering canopy. That is enough to kind of service our existing footprint as it stands today with one store being recreational. As Fort Lee and Montclair open up, we did buy some bulk biomass in the quarter to kind of prepare and have sufficient access and biomass to meet the sales of that before our Phase 2 expansion comes online. Phase 2 adds an additional 26,000 square feet. It allows us to achieve full verticalization in the state and have a wholesale business. So I think what you'll see is some help on the New Jersey side of things with adult use in an early stage market with strong pricing and margins. And then an additional uptick in Q4 of this year once we achieve full verticalization in that market.

[Abner Kurtin:]

Yes. I would also say on the Illinois and Mass side, we just have the unfortunate situation of expanding our new capacity coming online into these saturated markets. The business remains healthy, especially in Illinois, where we're the third or fourth largest wholesaler, pricing is pretty solid. It's just the new capacity coming online without the stores coming online. Mass is a different issue. It's a really, really tough market. We expect Mass to be oversupply, to be a real problem for the industry and people exposed to it. However, for us, it's a small business. So for the time being, it doesn't -- it's not like we're losing share because we were small. It's about us trying to pick up share in a saturated market.

[Matt McGinley:]

Got it. And if I could ask one more on the cost savings that you mentioned, I think it was a $10 million savings for the full year, and you mentioned that you saved half of that by March 31. How much in dollars did you actually save in the first quarter? And should we assume a full $5 million run rate in cost savings into the second?

[Daniel Neville:]

Yes. We didn't realize too much of it. It was kind of a work in progress that really got in flight on -- as of the earnings call, where we had some separations, but there were -- there was some costs associated with that. So I think you can start to look at that flowing through to the P&L starting in Q2 for a part of that. We didn't get much of it in Q1 a little bit. But there are -- one -- just word of caution, I mean we're expanding in New Jersey. We're adding additional people at grow. We're adding additional support. We added a new state in Pennsylvania. So there is some additional headcount that has come back in as we flip to adult use and also expand it into a new state.

[Operator:]

Your next question will be from Kenric Tyghe at ATB.

[Kenric Tyghe:]

Congrats on what is a lower cost, a more timely outcome than was expected in New York. Can you speak to just in the context of that how timely this was? Your preparedness with respect to potential New York adult use? And your comfort level with not only being able to get there, but to be able to get there in a manner that you would expect and in time to fully capitalize on what could even be earlier than initially expected adult use start in New York? Any additional color there would be greatly appreciated.

[Abner Kurtin:]

Sure. I mean, first of all, I think we said on previous calls, we're looking most likely to relocate the grow facility in New York. We have secured a grow facility that we think will be very attractive and can move quickly because it's a better industrial shell that we can work with. And we've already moved ahead with power and other types of upgrades on that basis. That -- for that reason, we think we can meet our original goals of hitting the start of adult use. In terms of New York's plans, we, like everybody else read what New York is saying and get confused, right? They want to issue a lot of licenses to social equity and they want to move quickly, which is great. We're not exactly sure how they're going to do that. We're not exactly sure when and how stores will get opened on that basis. We don't have any regs. We don't have any color. We're still shooting for mid-2023. And we wait to hear what OCM and the CCB plan, and we'll work accordingly. We think we'll have a great suite of products to hit the market next year, and we think that's going to be in line with the out of start of adult use.

[Kenric Tyghe:]

Just a follow-up there with respect to how much of that will -- you will be able to service from your expanded cultivation at the south and then perhaps what your expanded cultivation in New York will look like exiting 2023?

[Abner Kurtin:]

Yes. I mean I think it's a little bit too early to give the phase-up plan. I would say that we plan a moderate growth in New York. We are -- we take New York as a great opportunity. We think there's a great opportunity for premium indoor flower like there aren't in other markets. The decision of New York to license all the hemp operators and to allow for that much outdoor grow, definitely has refined our view of building a lot of biomass in the state. We think the much more prudent opportunity is to grow high-quality indoor flower and work with other operators to purchase biomass and generate really high-quality manufactured products. Should -- as we get more clarity, if it makes sense to add a Phase 2 or Phase 3 to that grow, we're prepared to do it. The facility that we're looking at can handle it. But for us, we think -- as you see in other markets, the prudent way of moving forward is vertical sales and premium indoor flower that has the -- in what is a very kind of uncertain and high-risk state right now, that is the most prudent and highest return on capital plan for us.

[Operator:]

Next question will be from Andrew Semple of Echelon Capital.

[Andrew Semple:]

First one here, could you maybe just spend some time discussing on New York and Pennsylvania, 2 new states of the portfolio obviously going to be some pretty heavy lift there associated with CapEx. How will the shift to the CapEx budget for 2022 and into 2023? And will the incremental credit facility drawdown that you're anticipating, would that be able to cover all of the additional CapEx that might need to go into those 2 states?

[Abner Kurtin:]

I'll turn it over to Dan to run through the CapEx and financing, but I'll say conceptually, the way to think about it is that we plan to fund the grow facilities in Pennsylvania and New York with sale leaseback transactions. So the net CapEx back to us will not dramatically increase. There could potentially be some spending on the retail side, but that wouldn't be huge. We obviously have 100 -- just under $150 million on the balance sheet. We have $65 million of available capacity on the credit line to expand, and we think both of those put us in good shape, and we're working accordingly.

[Daniel Neville:]

Yes. And so that -- the $40 million of net CapEx, as Abner mentioned, sale lease -- cultivation is funded by sale leasebacks and then dispensary is funded out of pocket by CapEx. We did contemplate $10 million for dispensary CapEx in PA to build out those dispensaries. And then there's -- and that $10 million would come as part of that expansion line. And then really in 2022, we shouldn't see too much on the CapEx side on the retail side for New York. We are -- the regs are not written yet. Things are not finalized, but there was talk of getting additional dispensaries for the registered organizations. Those would have to be cited and built out, but I would expect most of the retail CapEx in New York to fall into the 2023 bucket.

[Andrew Semple:]

Got you. Great. And then just I want to return to the SG&A spend. I just want to -- there's a couple of moving parts there with the operating costs, synergies being worked for as well as obviously expectations for a growth ramp to the back half of the year. How should we think about the SG&A trajectory for the remainder of the year? Is it fair to say that beginning next quarter, we should begin to see that moderate as a percentage of revenue, but probably sole climbing on an absolute dollar basis?

[Daniel Neville:]

Yes. I think that would certainly be fair. We added 2 new states. We're picking up an operating business with MedMen, New York, which comes with some cost and overhead that we're obviously picking up. We'll also have to hire in PA in advance of revenue. So those are the pressures and the offset is really -- so we're continuing to expand the business. We're going from 5 states to 7 states. We're going to have some additional heads. But that will be offset by revenue growth with the big driver being adult use in New Jersey, getting the 2 additional stores online, turning on the additional 26,000 square foot of grow. I would say on the cost saving side of things, we are adding some additional heads, as I mentioned to Matt, as we pick up these 2 new states. But look, we're not stopping at $10 million. There's -- it's not just nickels and dimes, there's dollar bills lying all around this company in terms of the cost structure, whether it's banking fees, whether -- there's a lot of stuff that we can do on the SG&A side of things that we're just going to continue to attack and quite frankly, it's a lot easier when the growth is a little bit more moderated like it is this year than when we were in 100% and turning on multiple facilities like we had last year. One other just -- thing to mention, I think, in the SG&A this quarter, is that there was -- the lawyers that we have for MedMen, New York and the litigation were excellent. They did a great job here, but they ain't cheap. And so we spent about $4.2 million in the quarter on litigation between the issues that we had out there that are settled. And then we had about $1 million of severance expense related to some of the cost -- or expenses related to the cost savings opportunities that we realized.

[Abner Kurtin:]

I would also say more on the strategic side related to your questions. Look, we think we're getting to after-tax operating free cash flow positive in the second half of the year. But when you look at our acquisitions, our acquisitions are really not going to be accretive to us this year. But they had a lot of strategic value and growth potential in '23, '24, and potentially beyond. We look at our core area of the Northeast, Mid-Atlantic, Midwest as being really the most exciting areas of the sector. We're seeing just very shortly what New Jersey is able to do, and we've got a lot more to go there. New York comes next, Pennsylvania and Ohio are on the medium-term horizon. We are really well positioned to take advantage of that as are other companies. But when you look at our size and leverage, to those businesses, we can be an accelerating grower with a rapidly expanding free cash flow profile in the out years. This industry is still new. We do -- we are taking advantage of that growth opportunity. We don't think now is the time to focus too much on the short-term operating results. Obviously, that -- it's important, but we also need to position ourselves to take advantage of this amazing opportunity.

[Operator:]

And your next question will be from Ty Collin at Eight Capital.

[Ty Collin:]

Now that you've introduced Simply Herb and you have a true good, better, best SKU assortment, can you share any insights into whether you've seen your customers moving around between those pricing tiers at all given the higher cost of living? And are you seeing any trade down into your more value-oriented brands and formats?

[Frank Perullo:]

Sure. Thank you for the question. So like most shoppers, they're THC shopping. We only have about a month or so of data. So I don't want to make some drastic conclusions. But we're seeing the larger formats on our Simply Herb products really pick up, and we're seeing the higher-end THC shoppers continuing to shop by THC. So wherever the product biomass is going into for that. That's where a majority of the shoppers are sticking to. But when it comes to the value shopper looking for your 7 or 14 grams, their transition to Simply Herb, they're transitioning to the high-quality product for the best value for sure.

[Abner Kurtin:]

I also think people are looking at some pricing pressure and kind of the consumer. I mean there's another issue here, which is that the industry is growing better product. You -- a couple of years ago in a lot of markets, maybe not in California, if you were buying popcorn or some lower quality product, you were in the 12% to 15% THC. We have a lot of products as to our competitors in the low or higher percent THC. The customer is smart. The customer knows they can get a little bit more for their money. So that is part of the equation here as well.

[Ty Collin:]

Okay. And then just circling back to New Jersey. Can you maybe provide some more detail on the arrangements that you had in place to purchase supply from the wholesale market? Was that just a one-off purchase of biomass? Do you have an ongoing sort of offtake agreement in place? I'm just trying to get a sense of how secure that supply is until your own capacity is up and running.

[Abner Kurtin:]

Look, we looked at -- the state was very focused on making sure there was enough supply availability going into adult use. They wanted to protect the medical patients and they didn't want shortages, which is totally understandable. Every state has gone through that exercise. We have a great grow, but we have this gap before Phase 2 comes online, let's say, in late summer. So we modeled out, under very conservative circumstances, what we would need potentially to make sure that under any possible scenario we'd be able to fully supply our stores ourselves, which we don't think we need to do because it will be a wholesale market, but we wanted to create a situation on that basis. We were able to contact our friends at Curaleaf and TerrAscend, who are excellent wholesalers in the state, and we're able to make large purchases prior to the start of adult use. Those companies had increased their production and were -- had too much supply because of the delays of the state. They were building their inventory for a market that was supposed to happen 3 to 6 months before. We were able to help them out by buying, and they were to help us up by selling. And we were able to, I think, create a win-win scenario for both parties. Going forward, we think that, that really solves our gap situation until we get to Phase 2 of the grow coming online. But we're buying wholesale every day. We want to -- our competitor friends, they've got great products. We've got Curaleaf, TerrAscend. I think a few others on the shelf already. We plan to put everybody on the shelf. And we think that the wholesale market is going to open up over time. That's going to be good for our stores, good for our customers, good for everybody. So we don't think that we'll need to do any more bulk purchases, but we're always opportunistic. If somebody has extra supply or supply is something that we're not producing, we're happy to work on them and buy bulk. That can be an attractive business for us. And we hope, as Frank said, to enter the wholesale market maybe by the fourth quarter beginning of the first quarter as we hone in and get the Phase 2 going.

[Operator:]

And at this time, we have no further questions. I would like to turn the call over back to Mr. Kurtin. Please go ahead.

[Abner Kurtin:]

Well, look, thank you guys for taking the time. We're really excited. While this was not the best quarter we've ever had. It was a good quarter as we ramped up into the period of growth in New Jersey. I mean it's been a year plus since we've had this kind of growth. And to see the store turn on and the type of financial impact is huge. And for those of you who have seen new adult-use markets, it's a great time. The customers are thrilled, the employees are thrilled, the town representatives who've been dealing with us, they're happy to see it and get some tax revenues on the board. It really is an exciting positive experience for everyone. And I think every operator in New Jersey is really enjoying it on a business level, a personal level and benefiting financially as we continue to move forward and build that business in New Jersey. We look forward to working with the state, helping them get social equity licenses on board, carrying other people in wholesale. This is a very exciting time. And for us to put on really the 2 largest states in our region that we weren't in, that are both probably going to go a -- New York definitely and Pennsylvania probably go on adult use. I -- this business isn't about maps, obviously, it's about numbers, but I would put our license portfolio up against anyone in the industry right now. We are incredibly well positioned to grow. We won't have the highest margin this quarter and next quarter. But when you look out, we're -- I think we've got the best portfolio, and we've got the best opportunity to create value for our investors. So with that, everybody, thank you for joining us, and have a good night.

[Operator:]

Thank you, sir. Ladies and gentlemen, this does indeed conclude your conference call for today. Once again, thank you for attending. And at this time, we do ask that you please disconnect your lines.