Curaleaf Presentation 10.2.19 FINAL
Curaleaf Presentation 10.2.19 FINAL
Curaleaf Presentation 10.2.19 FINAL
LIVE I N V E S TO R P R E S E N TAT I O N
LIFE October 2019
WELL
DISCLAIMER
2
DISCLAIMER
Currency
All financial information is in U.S. dollars, unless otherwise indicated.
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COMPANY
OVERVIEW
P I O N E E R I N G C A N N A B I S S I N C E 2 0 1 0 : C O M PA N Y M I L E S T O N E S
ACQUIRED
2017 OR May 2019 – AZ
NY acquired operating dispensary AZ
Aug 2019 –
ME MA CT FL OR NV AZ announced positive
Jun 2017 – acquired June 2019 –
Oregon-based July 2019 – AEBITDA quarter
#2 #3 #5 #6 #8 #9 May 2017 – awarded 1 of 10 acquired two
#11 announced
manufacturer, Groen vertical licenses
vertically integrated licenses acquisition of
Grassroots for
(1) Pending regulatory approval. Refer to Company filings on SEDAR for complete deal terms and associated risks and uncertainties. $875M(1),(2)
(2) Refer to Slide 9 for details on Select and Grassroots acquisitions.
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C L E A R I N D U S T RY L E A D E R
19 177,100,000+ 26 21
s t a t e s wit h r e g u lat ed a d d r essab le p ro cess in g f a c ilit ies c u lt iva tion f a c ilit ies
s a le s p o p u lat ion in o p e ra tio n in o p e ra tion
Note: All figures presented are Pro Forma for combination of Curaleaf, Select, Grassroots and Acres Cannabis. State count assumes complete build out of licenses, please refer to Footnote (1) on Slide 11 and 12..
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CONSIDERABLE MARKET GROWTH
L E G A L U . S . C A N N A B I S M A R K E T (1)
• While the U.S. legal cannabis industry is projected to total $12.8B(1) in
$12.8B $35.0
2019, total cannabis demand in the U.S. is estimated to total $75B-
in 2019 $30.1
$100B(2), including markets serviced by the illicit market $30.0 $26.8
$ IN BILLIONS
$25.0 $23.1
$19.2
$20.0
$16.0
• Today, 33 states, as well as the District of Columbia, Guam and $12.8
$15.0
33 Puerto Rico, have legalized medical cannabis $9.9
STATES $10.0
• 11 of the 33 states and the District of Columbia have legalized
cannabis for adult-use $5.0
$0.0
2018 2019 2020 2021 2022 2023 2024
MASSACHUSETTS
ME
Vertically integrated
100K sq. ft. cultivation
CT
Supply chain control from seed to sale, with NV
PA NJ
CONNECTICUT
1 of 4 producers
ongoing investment budgeted for cultivation OH MD
and processing assets CA
NEW JERSEY
MARYLAND Vertically integrated
OHIO Vertically integrated 35%+ market share(2)
Capital market access and prudent AZ 1 of 17 large grow
licenses
4 dispensary licenses 1 of 12 licenses
SELECT GRASSROOTS
• HSR • HSR
CLOSING HURDLES: CLOSING HURDLES:
• Various State Regulatory • Various State Regulatory
(1) Consideration for Select consists of approximately 95.6 million SVS (subject to certain adjustments), which based on Curaleaf's closing price of C$13.30 on April 30, 2019, the last trading day prior to announcement of the transaction, represents a total purchase price
of US$948.8 million. Refer to Company filings on SEDAR for complete terms and the Company’s MD&A for associated risks and uncertainties.
(2) Consideration for Grassroots consists of $75 million in cash and approximately 102.8 million SVS of Curaleaf, representing approximately $756 million based on the 30-day volume-weighted average price of C$9.72 as of July 16, 2019, the last trading day prior to
announcement of the proposed transaction; and $40 million in SVS priced at the 10-day volume-weighted average price prior to closing of the transaction and representing total purchase price of US$875 million. Refer to Company filings on SEDAR for complete terms
and the Company’s MD&A for associated risks and uncertainties.
(3) To be determined based on certain 2020 revenues. Refer to Company filings on SEDAR for complete terms.
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B R A N D D I V E R S I F I C AT I O N W I T H S Y N E R G I E S
OREGON (2014)
Most recognized lifestyle brand on the West Coast
- #1 Market Share(1)
- 45K sq. ft. across 4 facilities MICHIGAN (2019)
- Entered market in mid 2019
OR MI
Diversification of Curaleaf revenue mix to include
wholesale capacity in key adult-use states
N E VA DA ( 2 0 1 8 )
- #1 Market Share(1)
NV - Non-280E Business on tribal
Value of strong brand in current markets lands CO
CALIFORNIA (2017)
EXPANSION IN 2019
VERMONT
Vertically integrated
Curaleaf gains entry to highly populous, ND
Largest license holder in state
VT
vertically integrated markets in the Midwest
MICHIGAN
NORTH DAKOTA 4 dispensary licenses
1 of 2 cultivation licenses
MI CT
Strong retail presence in key limited-license states Vertically integrated
PA
OH
IL MD
NEVADA
Attractive vertically integrated asset mix NV
OHIO
7 dispensary licenses PENNSYLVANIA
ILLINOIS
with $120 million invested since inception Top 3 retail market share
2 dispensary licenses Top 3 retail market share
Vertically integrated Vertically integrated
Vertically integrated
(1) Certain entities are subject to option agreements, service agreements, or similar contractual relationships which require state or local approval and licensing prior to close.
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C O M B I N E D : S T R O N G P R E S E N C E N AT I O N W I D E W I T H S C A L E & D I V E R S I T Y
MAINE
OREGON MICHIGAN Vertically integrated
Vertically integrated VERMONT
Vertically integrated 2 of 8 licenses
NORTH DAKOTA 4 dispensary licenses Vertically integrated
#1 market share
Vertically integrated Largest license holder in state MASSACHUSETTS
37K sq. ft. cultivation
1 of 2 cultivation licenses ME Vertically integrated
ND NEW YORK VT 100K sq. ft. cultivation
Vertically integrated
OR
NEVADA 1 of 10 licenses
ILLINOIS NY CONNECTICUT
Vertically integrated
Vertically integrated MI 1 of 18 dispensary licenses
#1 market share
Top 3 retail market share 1 of 4 producers
10 dispensary licenses PA
279K sq. ft. cultivation
NV OH
IL NEW JERSEY
OKLAHOMA Vertically integrated
CA 7 dispensary licenses 35%+ market share
OHIO 1 of 12 licenses
Vertically integrated PENNSYLVANIA
2 dispensary licenses Vertically integrated
AZ OK MARYLAND
CALIFORNIA
AR Top 3 retail market share
Vertically integrated
Vertically integrated
Top 3 retail market share
#1 market share
110K sq. ft. cultivation
ARKANSAS
3 dispensary licenses ARIZONA
1 dispensary license in
Vertically integrated
largest city Little Rock FLORIDA
#1 market share FL Vertically integrated
NEW STATES 9 dispensary licenses
Top 2 market share
26 operational dispensaries
(1) Pro Forma for Select, Grassroots, and Acres Cannabis transactions. Certain entities are subject to option agreements, service agreements, or similar contractual relationships which may require state or local approval and licensing prior to close.
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S T R AT E G Y S U M M A RY
E X PA N D E D R E TA I L
E X PA N S I O N I N T O CHANNEL
ADULT-USE MARKETS OWNERSHIP AND
W H O L E S A L E AC C E S S
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CORE, STABLE MEDICAL REVENUE PROFILE
P a t i e n t M e t r i c s ( M e d i c a l O n l y ) (1) $100.0
$80.0
$60.0
$40.0
$20.0
Adult-use
$0.0
Active Patients Visits /Month Spend/Visit Gross Revenue
Medical
JUNE 2019 68,283 x 2.21 x $94.35 = $14.2M
Nevada Cannabis Sales(2)
JUNE 2018 27,067 x 2.28 x $88.94 = $5.5M $60.0
$50.0
$40.0
$30.0
$20.0
$10.0
$0.0
(1) Includes states with medical cannabis programs in which Curaleaf operates.
(2) Source: BDS Analytics September 2019.
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R E TA I L C H A N N E L A N D W H O L E S A L E AC C E S S
71
STORES (1)
131
STORES (1) 1,000+ STORES
DISTRIBUTE TO
(1)
WELLNESS LIFESTYLE
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C O N T I N U E D I N V E S T M E N T I N V E R T I C A L I N T E G R AT I O N U N L O C K S VA L U E
VERTICAL MODEL:
C U R A L E A F & G R A S S RO O T S + WHOLESALE MODEL:
SELECT
= I N T E G R AT E D M O D E L
C U L T I VAT I O N P U RC H A S E C U L T I VAT I O N
Supercharging Curaleaf’s advantages of vertical integration with extensive distribution network and sales team capability
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MANAGEMENT EXPERTISE – CURALEAF & SELECT
Boris Jordan
Joseph Lusardi Neil Davidson Stuart Wilcox Katrina Yolen Cameron Forni Jason White
Executive Chairman
President & CEO CFO COO SVP, Marketing President of Select(1) CMO(1)
of the Board
Investor in cannabis Over 9 years Accomplished finance Over 25 years of Seasoned Founder of Select, the Over 20 years of
companies with developing and professional with over experience in marketing executive best-selling cannabis experience in business
extensive capital operating 20 years of experience global supply chain, with 20 years of brand on the West Coast management and
markets and operating medicinal cannabis including leading operations, experience with mid marketing, building
Honored as one of the
experience companies publicly-traded and acquisitions and and large and leading global
100 Most Influential
private equity owned new product consumers consumer brands
Founded Sputnik Group Over 20 years People in Cannabis by
businesses commercialization packaged goods
in 1999 experience in finance High Times Magazine,
companies
and private equity NCAA hockey champion
Note: logos representative of entire management senior executive suite, not just those shown above
(1) Subject to customary closing conditions including regulatory approval
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MANAGEMENT EXPERTISE – GRASSROOTS
Co-founded Grassroots Co-founded Grassroots Co-founded Grassroots 15+ years of experience 25+ years of experience 25+ years of real estate
Cannabis in 2014 Cannabis in 2014 Cannabis in 2014 in the agency business in leadership, brand experience; closed over
building and financial $1.5 billion in transactions
Over 20 years of chief More than 15 years as Extensive entrepreneurial and Previously served as VP,
management across 40 states
executive experience in an entrepreneur and corporate governance Global Brand Design at
commercial real estate executive in the cannabis experience. Previously Kimberly-Clark; EVP at Previously founded and A Founder and Principal of
and commercial real counseled private equity Starcom Mediavest led specialty retailer Frontline Real Estate
estate industries sponsors and portfolio Group and Leo Burnett / Water Water Partners, a full-service
companies on M&A as an Arc; spent 7 years at Everywhere commercial real estate
attorney at Kirkland & Ellis LLP P&G firm
Note: logos representative of entire management senior executive suite, not just those shown above
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WHY CURALEAF? WHY NOW?
Largest footprint of branded retail stores in the U.S. with a combined 71 operational
Scale dispensaries, 26 processing and 21 cultivation facilities, with the ability to grow to 131
dispensaries, 31 processing and 25 cultivation facilities
Vertically
Integrated Control the entire supply chain from seed to sale in most desirable, high population, states
Operations
Coast-to-coast footprint in densely populated states with proven ability to win licenses in
Geography
competitive state-run processes, presence in 11 of the 12 largest markets(1)
Product
Most trusted and reliable brands producing consistent and high-quality products with leading
Category
Leaders market share in a number of key states
Management Aligned management teams with similar core philosophies and strong track record of
Team execution who have deployed nearly $0.5 billion of combined cannabis capital to fuel growth
Uniquely positioned to capture market opportunities through our strong financial position,
Upside prudent use of capital, deal synergies and significant anticipated revenue upside from
Proven strategy continues to create
additional facilities build-out
significant value for shareholders
(1) By population for states with active medical and/or adult-use programs
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APPENDIX
S E L E C T E D H I S T O R I C A L F I N A N C I A L D AT A : T R A C K R E C O R D O F G R O W T H
($ in millions)
(1) Managed Revenue, Gross Profit on Cannabis Sales and AEBITDA are certain non-IFRS financial measures. A reconciliation of non-IFRS financial measures is provided on Slide 23.
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N O N - I F R S F I N A N C I A L M E A S U R E S R E C O N C I L I AT I O N
($ in millions)
Gross Profit on Cannabis Sales Q3 2018 Q4 2018 Q1 2019 Q2 2019 FY 2017 FY 2018
Retail and Wholesale Revenues $ 16.6 $ 23.7 $ 27.8 $ 37.7 $ 9.4 $ 57.5
Costs of Goods Sold 7.5 12.0 17.1 22.5 7.8 31.2
Gross Profit on Cannabis Sales $ 9.1 $ 11.8 $ 10.6 $ 15.3 $ 1.5 $ 26.4
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S U M M I N G T H E PA R T S
S TAT E S 12 12 1 9 (1)
TOTAL
133.2M 4 3 . 9 M (3) 177.1M
P O P U L AT I O N (2)
D I S P E N S A RY
70 61 131
LICENSES
AC TI V E 22
49 71
L O C AT I O N S
WHOLESALE
1,000 150 1,150
PA R T N E R S