TPCO Archives - Green Market Report

Debra BorchardtApril 1, 2022
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After the market closed on Thursday, TPCO Holding Corp.  (NEO: GRAM.U) (OTCQX: GRAMF) delivered its financial results for the fourth quarter and the full year ending December 31, 2021 as the company continues to record huge losses. In the fourth quarter, The Parent Company’s net sales were $39.6 million with a net loss of $50.6 million. The sales were essentially flat from the third quarter where sales were $39.7 million. The adjusted EBITDA loss for the quarter was $27.5 million.

Full Year Results

While net sales for the fiscal year 2021 were a healthy $173.4 million, the net loss was an eye-popping $587 million. DTC revenue for the year was $54.2 million or 31% of sales. Wholesale revenue for the fiscal year 2021 was $119.2 million of 69% of sales. Gross profit for 2021 was $20.2 million or 12% of net sales. The adjusted EBITDA loss for 2021 was $62 million. Since 2020, the company has logged losses of $818 million.

“2021 was a foundational year, as we developed an integrated omnichannel retail platform that provides us with direct access to over 80% of California’s adult population, positioning us to execute on our goal of becoming the number one choice for consumers by providing for both ease of access and high-quality innovative cannabis products,” said CEO Troy Datcher. “We have added significant talent to our organization, including industry experts and seasoned professionals that provide us with the depth of knowledge and expertise we need to lead in this market. While the challenges in the California market remain, including low bulk wholesale flower and oil pricing, high taxes, and persisting illicit market, we have successfully begun to pivot our focus to our higher margin direct to consumer revenue, doubling DTC revenue as a percentage of sales between the first and fourth quarters. Today more than ever, we believe we are well-positioned to win by leveraging our high-quality indoor-grown cannabis, strong consumer brands, and direct retail insights to innovate, create, and launch new products directly into the market that today’s consumers demand.”

Mr. Datcher added, “With our consumer-first approach, state-wide DTC retail footprint, robust branded products portfolio, and focus on higher-value revenue streams, our priority for the remainder of the year will be preserving our strong balance sheet by reducing our cash burn while utilizing our DTC focus to drive improved margin to generate long-term value for our shareholders. Given our progress in 2021 and subject to any opportunistic partnership or acquisition transactions, we have set a goal to maintain a minimum cash balance of approximately $100 million at 2022 year-end, sufficient to sustain our business for a minimum of three years, and pivot to generating positive cash flow in the fiscal year 2023.”

Direct to Consumer includes in-store retail, pick up, and delivery. The company currently operates eleven omnichannel retail locations, three in Northern California, three in Central California, and five in Southern California along with six delivery hubs (including the Coastal Holding Company, LLC acquisition.) On the wholesale side, TPCO sells first-party and selected third-party products into 450 dispensaries across California. Additional wholesale revenue comes from sales of sourced bulk flower and oil produced in-house.

Unrestricted cash and cash equivalents totaled $165.3 million as of December 31, 2021. Since closing the company’s qualifying transaction, the company has invested $48.8 million in acquisitions and capital investments, $6.5 million to repurchase its own shares, and $81.9 million or an average of $6.8 million of cash per month on operations as it integrates and scales its businesses.


Debra BorchardtDecember 7, 2021
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Wholesale cannabis prices have fallen this year and the impact was felt by several companies and in particular – those in California. Cannabis Benchmarks data shows that California’s Spot prices have been on a freefall since June. Cannabis Benchmarks said that prices have dropped by as much as 30% this year. Plus, as outdoor harvests have ended that product is hitting dispensary shelves, which could cause prices to go even lower. 

Leafly’s Cannabis Harvest Report said that in the 11 legal adult-use US states, cannabis supports 13,042 licensed farms that annually harvest 2,278 metric tons of marijuana or more than 5 million pounds of weed. The wholesale cannabis crop brings in $6.2 billion annually, ranking it as the fifth most valuable crop in the United States. Only corn, soybeans, hay, and wheat bring in more money to American farmers. The report also stated that legal cannabis is the single most valuable agricultural crop in Alaska, Colorado, Massachusetts, Nevada, and Oregon, but remains completely uncounted and ignored by state agriculture officials. 

Alex Feldman General Manager, Insights & Marketing Services at LeafLink said, “California prices are still depressed as of early December due to a number of factors. Growing conditions were more favorable this year compared to last, new entrants came into the market anticipating a post-pandemic recovery, and there is continued downward pressure from the black market.” 

Too Much Marijuana

Although demand for freshly-harvested material could help steady price initially, as has been the case in some previous years, the rumblings in California have suggested that an early harvest price bump may not be in the cards this year due to inventory hangover from 2020 and this summer’s light-deprivation crops swamping the market.

Jonathan Rubin, Founder and CEO of Cannabis Benchmarks said that in addition to California, Oregon and Colorado were also seeing a significant drop in wholesale flower prices. “For the West Coast states, there was a significant amount of inventory that remained unsold deep into this year from a big outdoor harvest in 2020. In California, it seems that 2020 and 2021’s harvests were similarly robust. Additionally, cultivators that had spent previous years getting through the state’s stringent licensing process came online and started producing this year, including larger light deprivation operations outside of northern California, and generated a surge of supply beginning this summer, which caused prices to start to fall ahead of the autumn crop.”

In addition to California, Rubin said that in Oregon it seems that growers took record-breaking demand during the first summer of the Covid pandemic as a signal to ramp up production. “Even before the fall harvest, from roughly January through August this year, indoor and light deprivation growers were bringing in harvests that were a good bit larger than in 2020. Regarding the fall outdoor harvest this year, recent data from Oregon shows that outdoor growers have harvested about 55% more wet weight than they did in 2020, a huge increase in output,” he added. With regards to Colorado Rubin said that cultivators also ramped up production in 2020. “Data from the state MED shows that licensed growers in Colorado produced 40% more flower in 2020 than was purchased by adult-use consumers and medical patients, leaving a large inventory overhang,” said Rubin.

Low Prices Hurting Companies

Cannabis companies began to inform investors about the impact of the low prices during the last earnings season. Some were pretty upfront about the situation, while others just dropped hints. 

TPCO also known as The Parent Company (OTC: GRAMF) was one of the companies to deliver sobering news to investors. It reported that sales in the third quarter dropped by 26.7 % from the second-quarter revenue of approximately $54.2 million and blamed the decline on a decrease in bulk wholesale flower and bulk wholesale oil prices during the third quarter.  Wholesale revenue fell to $26.9 million versus $42.3 million in the second quarter and this was attributed to the decrease in whole flower pricing during the quarter. TPCO said that the charge was based on the softening of the California cannabis market. The company also insisted that the challenges it faced were not unique and that the entire California market was experiencing these issues, however, few other companies announced taking a $570 million charge during the quarter. 

Similarly, Harborside (OTC: HBORF) said it was withdrawing its previous revenue guidance for 2021. A variety of reasons were given including a decline in wholesale pricing for bulk products in the California market and the beginning of a commoditization decrease in wholesale revenues as a result of a decline in wholesale pricing for bulk products in the California market. Harborside also said that the California retail market was experiencing a softening in consumer demand. Operationally, the company said it implemented a change in its harvest procedures which delayed flower production in the third quarter of 2021 to allow for the adoption of a perpetual harvest schedule beginning in the fourth quarter. 

Glass House Brands (OTC: GLASF) CEO Kyle Kazan said during its recent earnings announcement that the California wholesale market faced considerable pricing challenges, as a result of overproduction in the third quarter. “While we expect the weakness in pricing to persist in the near term, we have proven the strength of our efficient operating model and the ability of our team to navigate a rapidly changing industry,” he said. The company reported that wholesale biomass revenue fell 18% despite a more than doubling of unit volume sales as flower wholesale prices fell by 48%, negatively impacting revenue by $4.1 million. Glass House also said it no longer expects to achieve the 2021 and 2022 revenue and profitability targets it had previously announced. The company now expects fourth-quarter revenues to be flat to down slightly compared to the third quarter in 2021 revenues of $17.2M. Kazan seemed to take the challenge in stride saying, “In Q3, our revenue (and that of everyone else of size in our market), took a hit from the significant drop in California’s wholesale flower pricing, and we think the difficult pricing environment will stick around for a while. “

Columbia Care (OTC: CCHWF) opted to just drop hints saying during its earnings announcement that there were some “wholesale pricing dynamics in some markets, such as California and Pennsylvania, and competitive market share dynamics in Florida.” After reading the other company comments, Col-Care’s soft pedal is really downplaying the situation. 

Slowing Sales

Of course, no one wants to suggest that sales could be maturing in some states. Rubin also said Cannabis Benchmarks noted that the expanded production coincided with slowing sales after the initial pandemic boom in 2020. “Beginning this spring and summer, sales began to plateau and then began to decline in late summer, continuing into the autumn and early winter. So in contrast to 2020 when demand was spiking and sales were breaking records in many legal cannabis markets, that has slowed in the second half of 2021 and recent month’s sales in the states under discussion are down year-on-year.” That statement agrees with Harborside’s assessment. 

Higher Energy Prices

Not only are these companies facing slowing sales, too much inventory, and falling prices, but they are also getting squeezed by higher energy costs, Granted if you’re an outside grower in California, you likely encounter water pressures. The recent Consumer Price Index (CPI) for all items jumped 0.9% in October and there were notable increases in the energy and energy services (utilities) sectors. Energy prices rose 4.8% in October with gasoline up 6.1%, fuel oil up 12.3%, and electricity up 1.8% on the month.

Indoor growers rely heavily on electricity to run lights and massive HVAC systems. They are known to be energy hogs. Over the past 12 months, the CPI reports that overall energy prices have risen 30%, with energy commodities, gasoline, and fuel oil, up 49.6% and 59.1%, respectively. Energy services (utilities) are up 11.2% year-on-year. 

In Closing

The question will be who can weather this storm of low prices, high energy costs, and slowing demand in legal dispensaries? LeafLink’s Feldman noted, “We’ve seen wholesale bulk flower pricing declines through October in key states including Michigan, Oregon, Colorado, and Arizona, but are seeing the trend improve as early December average prices in three of the four states are increasing, with the exception of Colorado.” So there could be light at the end of the tunnel. 

However, some cannabis industry vultures say they are already circling to look for those smaller players who are in distress and don’t have the reserves to ride this out. The larger companies can cut costs in the challenging states while relying on sales in states where wholesale prices have stayed steady. These dynamics are just part of the overall portfolio in a larger company. The California-only companies will see the crushing need for diversification. 

Kazan concluded, “To us, that’s not all bad news — the best strategy for weathering commoditization is producing the highest quality product at the lowest cost, and that’s basically a description of Glass House Brands’ strategy. In other words, we’re ready. Price compression is expected in every evolving industry and it makes strong companies stronger, though it unfortunately also removes others from the playing field. We’ve been preparing for this for a long time, and we think these market conditions will see the best-in-class companies thrive.


Debra BorchardtNovember 15, 2021
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TPCO Holding Corp. also known as The Parent Company (NEO: GRAM.U) (OTCQX: GRAMF) announced its financial numbers for the third quarter ending September 30, 2021, with an eye-popping charge of $570 million. The Parent Company’s revenue for the quarter was $39.7 million and the adjusted EBITDA loss for Q3 2021 was $16.2 million.

TPCO reported that its sales in the third quarter dropped by 26.7 % from the second-quarter revenue of approximately $54.2 million and blamed the decline on a decrease in bulk wholesale flower and bulk wholesale oil prices during the third quarter.  Wholesale revenue fell to $26.9 million versus $42.3 million in the second quarter and this was attributed to the decrease in whole flower pricing during the quarter. The direct-to-consumer revenue grew 7.6% sequentially to $12.8 million.

“Over the last several quarters we have executed on our strategic initiative to drive growth in the higher quality, direct-to-consumer revenue we generate by expanding our coverage in the California market through our omnichannel platform,” said Troy Datcher, Chief Executive Officer of The Parent Company. “While our performance was impacted by the continued bulk wholesale flower and oil pricing declines that were seen across the California market, we expect that as we continue to expand the direct-to-consumer line of our business we will reduce our exposure to these pricing fluctuations. Additionally, we remain well-positioned with our access to high-quality indoor-grown cannabis, which continues to command a higher price point in the market.”

Operating expenses in the quarter were $31.6 million, cash expenses included general and administrative costs of $9.9 million, salaries and benefits of $9 million, and sales and marketing expenses of $4.6 million. Non-cash expenses included stock-based compensation of $3.6 million and depreciation & amortization of $3.3 million.

Impairment Charge Details

TPCO said that the charge was based on the softening of the California cannabis market. As part of the impairment assessment, TPCO’s future forecasts considered changes in cash flow estimates due to lower flower and oil prices realized during the third quarter of 2021. While the Company remains optimistic that cannabis legalization will occur, our expected future cash flows reflect the current tax and regulatory environment. While the company insisted that the challenges it faced were not unique to the company and that the entire California market was experiencing these issues, few other companies have registered a charge of this magnitude.

“Furthermore, the Company would like to highlight that of the consideration paid for the Qualifying Transactions, $232,719,246 related to non-cash contingent consideration. This amount is potential additional consideration issuable, if and when, the stock price reaches certain thresholds. During the nine months ended September 30, 2021, the Company recorded a gain on contingent consideration of $220,997,087 which is reflected in the statement of operations.”

The charge won’t affect the company’s cash position which is a healthy $206.7 million as of September 30, 2021. 


Debra BorchardtJuly 2, 2021
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Glass House Brands Inc. (NEO: GLAS.A.U ) has called off its previously announced conditional agreement to accept a $50 million strategic investment from The Parent Company, whose official name is TPCO Holding Corp (OTC: GRAMF). Glass House said that it was a mutual agreement and that the Strategic Investment will not be completed at this time. Glass House said in its statement that it will consider future partnership opportunities with The Parent Company after the purchase and retrofit of the 5.5 m square foot greenhouse cultivation facility located in Ventura County, California.

TPCO Holding Corp. confirmed that the private placement offering by Mercer Park Brand Acquisition Corp. has been terminated by the parties effective today  Mercer Park Brand Acquisition Corp. recently merged with Glass House.

“In addition to our supply of award-winning, in-house cannabis, we remain well-positioned with sufficient access to both high-quality, low-cost indoor and outdoor-grown cannabis for use in our portfolio of branded products that are sold through our wholesale and direct-to-consumer channels,” said Steve Allan, Chief Executive Officer of The Parent Company. “Glass House is building a robust cultivation footprint in California, and we look forward to working with their team in the future on potential collaborations as we broaden our reach across the State. Looking ahead, we will continue to strategically deploy our capital on high-growth investment opportunities that will solidify our leadership position and offer strong value for our shareholders.”

Glass House also said that it didn’t expect the termination of the investment to affect the current purchase and development plans for the Camarillo Greenhouse Facility, its acquisition of seventeen retail licenses, or the pre-transfer construction currently occurring concerning four of those retail locations, or its ongoing land use permitting concerning recently won licenses in Isla Vista and Santa Ynez, California.

Glass House said it expects to complete the purchase of the Camarillo Greenhouse facility this quarter and is currently negotiating with several banks and other lenders for property secured financing, the majority of which is expected to be used for the retrofit.

On Monday, July 5, Glass House is set to begin trading on the NEO exchange in Canada under the name GH Group, Inc. or Glass House Brands. The subordinate, restricted, and limited voting shares and warrants of Glass House were approved for listing on the NEO Exchange under the symbols “GLAS.A.U” and “GLAS.WT.U”.

In 2020, Glass House reported that it grew revenue 185% year-over-year to $53 million and generated positive adjusted EBITDA, driven by its expanded cultivation and distribution footprint, improved supply chain and production efficiencies, and enhanced consumer brand profile. Including the assets of the Southern California Greenhouses and proposed Element 7 retail licenses, the combined company expects to generate full-year 2022 revenue and adjusted EBITDA of approximately $326 million and $104 million, respectively.

 


Debra BorchardtJune 28, 2021
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TPCO Holding Corp. also known as The Parent Company (OTCQX: GRAMF) is buying a West Hollywood, CA dispensary named  Calma West Hollywood in a deal valued at $11.5 million. It is expected to close in the third quarter of 2021. The transaction is made up of $8.5 million in cash and $3.0 million in shares of The Parent Company.

Calma is located in the Los Angeles metropolitan area, with a population of approximately 18.7 million people and a cannabis retailer density of approximately one store for every 194k people in the region. The 3,250 square foot dispensary is one of only ten stores in the West Hollywood area that is licensed for both delivery and storefront retail.

“We are thrilled to be expanding our retail presence in the iconic West Hollywood region and look forward to continuing to provide our clients with the exceptional selection and retail experiences they’ve come to expect from us,” said Steve Allan, Chief Executive Officer of The Parent Company. “Strategically positioned in a high-traffic, high-population region of Los Angeles, this acquisition enables us to expand our reach to a broader potential audience of consumers and patients with both in-person retail and delivery options.”

TPCO said in a statement that with more than 3.6 million visitors per year, West Hollywood is situated in the core of the Los Angeles region, surrounded by cultural destinations and tourist attractions in every direction. The acquisition of Calma increases its current California retail footprint to four, with two operating locations in San Jose and one in Bellflower. To ensure Calma remains a staple in West Hollywood, the Calma founders will remain involved with the operations of the business. The deal remains subject to regulatory approvals, including approval by the City of West Hollywood.

85% of the equity of Calma will be obtained by TPCO upon approval by the City of West Hollywood. The transfer of the remaining 15% equity of Calma is expected to occur in 2022. Closing of the Calma transaction is subject to standard closing conditions as well as regulatory review and approval.

“The Calma team is thrilled for the next phase of its growth as part of The Parent Company,” said Cobby Pourtavosi, Founder of Calma. “The Parent Company shares our relentless belief in prioritizing consumer experience and will be a contributing member of the West Hollywood community for years to come.”

 Mr. Allan added, “As we continue to execute on our omnichannel expansion strategy, we will look to evaluate and identify additional strong retail and delivery operators in strategic locations to expand our reach across the state.”

 

 

 

 


StaffMarch 16, 2021
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TPCO Holding Corp.  also known as The Parent Company (OTCQX: GRAMF), formerly Subversive Capital Acquisition Corp., announced financial results for the fourth quarter and year ended December 31, 2020, along with the filing of its Business Acquisition Report in connection with its Qualifying Transactions in respect of each of CMG Partners, Inc. and Left Coast Ventures.,  and SISU Extraction LLC  completed on January 15, 2021. The company said it would separately file its Annual Information Form (“AIF”) before the end of March 2021.

The company’s unaudited consolidated pro forma revenues for the fourth quarter were $40.2 million, a 40% increase versus $28.7 million in the fourth quarter of 2019. The unaudited consolidated pro forma EBITDA loss for the fourth quarter was $93.4 million versus a loss of $18.5 million in the fourth quarter of 2019. The company said that the fourth quarter 2020 EBITDA loss included various transactions, non-recurring, and approximately $70.5 million of non-cash expenses.

2020 Financial Highlights

The company also reported that its unaudited consolidated pro forma revenues for the year ended 2020 were $188.7 million, a 76% increase over 2019’s $107.2 million. The unaudited consolidated pro forma EBITDA loss for the year ended 2020 was $126.1 million compared to a loss of $136.1 million in 2019.

TPCO said it had $337.9 million of unaudited consolidated pro forma cash available on December 31, 2020, to execute on its growth strategy.

Steve Allan, The Parent Company’s CEO, said, “We are excited to have closed 2020 with momentum forming the largest vertically integrated cannabis company in California by revenue, vertically integrated footprint, brand portfolio and balance sheet post our transaction close in January. This year is pivotal for The Parent Company as we work through the complex integration process to lay the foundation for future growth and acquisitions. Our team has been diligently working to integrate the newly combined businesses over the last two months and we expect synergies will be realized in our financial results in the back half of 2021. We are optimizing our brand portfolio, planning to launch the first of our value-tier products near the end of this quarter, and expanding our omnichannel footprint in the coming weeks to reach more consumers.”

“California is the largest and most influential cannabis market globally, and we believe The Parent Company is best positioned to consolidate and become one of the leaders in this cannabis market,” continued Allan. “Our vertically integrated supply chain, brand portfolio, unrivaled consumer access, and one of the healthiest balance sheets in cannabis will allow us to reshape the industry starting with California. We have a long runway for growth, especially as we execute on our consolidation strategy, and believe we can create meaningful long term shareholder value.”


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