Investor Presentation - January 2021 - cloudfront.net
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Why Clever Leaves? Ability to scale efficiently to near- Low-cost, pharma-quality cannabis term profitability as a result of production through Colombian and structural cost advantages. Portuguese operations $80+ million cash on hand ensures durability & fully-funded plan EU GMP, INVIMA GMP and GACP certified Colombian cultivation and Global cultivation footprint of 1.9M post-harvest facilities; as well as sq. ft. and ~1/2 of Colombia’s being named a Project of National national THC quota and Strategic Interest by Colombian authorities Non-cannabis wellness brand, Option value on nascent Herbal Brands, can be leveraged for pharmaceutical brands CBD products 1
B2B Powered Platform At its core, Clever Leaves leverages its low-cost and pharma quality competitive advantages and selectively sells downstream Genetics Cultivation Extraction Research & Distribution Brands Development Latin America’s largest licensed producer of medical Exclusive LATIN cannabis and hemp with 1.8M sq. ft. of GACP-certified distribution cultivation and the region's only EU GMP-certified partnerships AMERICA extraction operation. Only oils, isolates or other extracts are COLOMBIA/LATAM permitted for export. BRAZIL Provisionally licensed producer headquartered in Lisbon, Frankfurt–based pharmaceutical brand and importer/distributor of with an 85 ha property in the south of Portugal, 1 ha of GERMANY medical cannabis product EUROPE existing greenhouse and expansion underway, and a Minority investor in GDP and GMP- vision to construct GMP-certified pharmaceutical and certified pharmaceutical company PORTUGAL processing facilities GERMANY focused on cannabis importation and distribution Manufacturer and distributor of NORTH health and wellness products AMERICA selling in over 10,000 retail locations in the US 2
Colombia Leading the World “Colombia looks to become the world’s supplier of legal pot” – Washington Post (March 10, 2018) “Colombia seeks to be a cut above on cannabis” – Financial Times (July 20, 2019) Equatorial location creates ideal 12/12 hour cycle of sunlight for flowers Bogota 0° Equator “Given its cost advantages, we believe Colombia is positioned to become a major global export hub for cannabis, particularly if Over 70% of all cut flowers producers pursue EU GMP-compliant operating imported into the US come from practices.” – Canaccord Genuity Colombia (1) (1) Source: US Customs and Border Protection 3
Ideally Suited for Industrial Scale Production (US$) Canadian cannabis 20°F (1) / 6.3 hours of daylight (1) Average cost per gram of $1.89 (2) Licensed cannabis companies: 250+ Average elevation: 567 ft VS VS VS Colombian cannabis 65°F (3) / 12 hours of daylight (4) Average cost per gram of $0.20 (5) Licensed producers: 5-30 (5) Average elevation: 8,300 ft Cost Advantage: 3x 5x 9x Note: 1.30 CAD = 1.00 USD as of 11/06/20 (2) Average of FY2019 cost/g for APHA, ACB, TLRY and SNDL. Refer to public filings for more detail on breakdown of costs Source: Bureau of Labor Statistics, Health Canada, St. Louis Fed, The Colombian Ministry of Justice, WSJ barrel (3) Average temperature for coldest month of the year breakdown (2016), National Bureau of Statistics of China (249 workdays in 2019 via china.workingdays.org) (4) Winter statistic 4 (1) Based on median temperature and hours of daylight for major cities for coldest month of the year (5) Reflects Management’s estimates
Colombia Operating Advantages • Optimal growing conditions – Colombia’s location near the equator provides 12 hours of daily sunlight throughout the year, quality soil, abundant water and warm weather ▪ Allows for year-round cultivation without artificial light ▪ High elevation leads to improved pest mitigation ▪ Dominant in flower exports ▪ Well established infrastructure • Cost advantages – Minimum wages in Colombia are considerably lower than in Canada (
Global Leader in Cultivation and Extraction Clever Leaves has both the cultivation scale of the leading Canadian LPs and the extraction capabilities of Canada’s top tier cannabis extractors Current Cultivation Footprint (sq. ft.) 2,445,000 1,900,000 1,500,700 1,300,000 1,124,000 395,000 287,000 166,000 (1) (2) (3) (4) Current Annual Dry Flower Extraction Capacity (kg / year) Expansion 425,000 potential with limited investment 300,000 324,400 200,000 56,000 45,600 104,400 (Current) Valens Me dipharm Neptune Cle ver Lea ves Radiant Aurora (1) (5) Note: Per publicly available information (3) Net of 200,000 sq. ft. of temporarily deferred activities in Gatineau facility, per Q2 2020 investor deck Source: Company filings and corporate websites (4) Represents completion of phases 4A-B of Moncton facility when fully operational (1) Consists of 1.8M sq. ft. cultivation capacity in Colombia and 0.1M sq. ft. capacity in Portugal (5) Internal extraction capacity as of 09/30/19 MD&A 6 (2) Represents 12 hectares converted to sq. ft. at 1 ha:107,639 sq. ft.
EU GMP Certification Accelerates European Pharma Expansion Clever Leaves achieved EU GMP certification in July 2020, bolstering its competitive advantage and status as a leader in the global cannabis industry EU GMP EU GMP-Certified unlocks higher Vertically Integrated price points Botanical Extractors and creates (
Colombian Cultivation Current Greenhouse Cultivation Site 40,000 sq. ft. post- harvest processing facility 1.8M sq. ft. of licensed greenhouses Cultivating since November 2018 GACP-certified in May 2020 EU GMP-certified in July 2020 Project Apollo: Colombian Outdoor Cultivation Site Project Apollo’s Potential ~73M sq. ft. of open (hectares of cultivation) field cannabis cultivation Project Apollo has Project Apollo potential to create the potential to be 700 over 5x larger than ~700 ha a global leader the current cultivation of the top Canadian LPs combined (1) Preliminary tests to Initial Test Site optimize cultivation techniques and (1) genetics 136 Greenhouse Site #1 Size (30 ha) for reference Select Canadian LPs Project Apollo Note: 1 ha:107,639 sq. ft Source: Company filings, Wall Street research (1) Sum of APHA, ACB, WEED, HEXO, OGI, TGOD, TLRY, SNDL current cultivation capacity 8
Colombian Pharma-Grade Extraction Operations EU GMP-certified facility with 104,400 kg per year of dry flower extraction capacity, expandable to 300,000+ kg per year with limited investment Systems EU GMP-Certified Three CO2 extractors installed EU GMP-certified as of July 2020 Distillation and isolation equipment INVIMA GMP-certified (Colombia / LatAm) THC removal capabilities ISO 8 production areas Bulk Products Laboratories Crude Oil Extracts QC lab with UHPLC, GC, and MS systems Distillates Fully equipped R&D lab Isolates End Products Expansion Spray Bottles Design allows for expansion Tinctures Three adjacent lots under contract One lot currently under construction 29,000 sq. ft. of expansion capacity 9
Portugal Operations are Scaling Clever Leaves Portugal is now licensed and producing with expansion underway for additional capacity and genetics capabilities Expansion Potential: Licenses Secured: • Cultivation expansion (2021) and Active Production: • Licenses for cultivation, GMP post-harvest capabilities • Three cycles successfully import and export upgrade (2022) in process cultivated received in August 2020 • 9M+ sq. ft. of agricultural and agro-industrial land Current Facilities ~110,000 sq. ft actively producing greenhouse and post-harvest facility Cultivation Expansion ~150,000 sq. ft. cultivation and R&D expansion in progress Stable Economy with Attractive Climate Favorable Regulatory Available and Low-Cost Ability to Compete in Framework Infrastructure and Position in the Flower Talent European Union 10
Scale and Strategy Set Clever Leaves Apart from LatAm Operators Parent companies de-emphasizing LatAm subsidiaries and focusing on core operations Cultivation Contract Contract Not Multi-Site Multi-Site Multi-Site Expansion Plan Grow Grow Defined Current Internal Cultivation 1,900,000 ~1,300,000 (1) ~80,000 NA ~21,000 (2) NA (sq. ft.) EU GMP- Certified ✓ X X X X X 2020 Extraction Quota for THC 26,466 kg 10,000 kg 9,300 kg X X X Products (3) Access to THC Flower ✓ X X ✓ ✓ ✓ (Portugal) (By ParentCo) (By ParentCo) (By ParentCo) Production (5) Source: Company filings, press releases (1) Represents 12 hectares converted to sq. ft. at 1 ha:107,639 sq. ft (4) Subject to receiving Portugal THC sales license; provisional license received in August 2020. (2) Excludes 800 acres of outdoor grow space 10 (3) For Clever Leaves, extraction quota includes commercial quotas of 24,756kg and R&D quotas of 1,710 kg. Comp breakdown not publicly available.
Focused on Large, Highly Regulated Markets The combination of high start-up costs, regulatory viability, and pricing differentiates the ~1 billion person market between Europe + Brazil Canada United States Europe Brazil Geography 2019 38 million 327 million 741 million 211 million Population (1) 2019 GDP (1) $1.7 trillion $21.4 trillion $18.8 trillion $1.8 trillion (US$) Cannabis Federally legal Legal and regulated Federally illegal Country-specific Legality medical West Coast: Very Low Start-up Costs Low High High East Coast: Moderate EU GMP No No Yes Yes (2) Required Number of Licensed ~390 (3) 2,000+ (4) ~50+ (5) 0 Cultivators Average Price ~$22.00 ~$9.30 per Gram of ~$7.40 ~$4.25 Cannabis ~$5.10 Flower at Retail (6) (US$) Canada (7) US (8),(9) Europe (4) Germany(10) Brazil (11) Note: Nominal GDP; $ in US$; 0.84 EURO:1.00 USD, 1.30 CAD = 1.00 USD as of 11/06/20 (6) Average prices rounded to nearest $0.10 (1) Source: World Bank Open Data; US Bureau of Economic Analysis 1Q 2020 GDP Estimate published 05/28/20 (7) Source: StatCan. Reflects 4Q 2019 retail prices (2) ANVISA GMP or equivalent required for certain products but not all compassionate use products (8) Derived from US spot rate wholesale prices per pound. Reflects 2019 average 12 (3) Source: Health Canada as of 05/22/20 (9) Assumes retail premium to wholesale equal to Canada (4) Source: AmericanMarijuana.org (10) Source: MJBiz Daily “Germany reveals wholesale…windfall for suppliers” published on 11/22/19 (5) Source: Prohibition Partners “The European Cannabis Report” published in January 2019. Reflects 2018 prices (11) Source: priceofweed.com/prices/Brazil.html
Germany: Leading European Medical Cannabis Demand Germany’s medical cannabis industry has continued to grow rapidly, now with over 100,000 patients, and estimated to grow to a potential of 1,600,000 patients by 2024 (1) German Medical Cannabis - Industry Framework • Largest market in Europe Importing cannabis requires partnership with specialized controlled substance importation companies Significant • An estimated $191M of sales in near-term 2019 (2); estimated to rise to over • 14% ownership of existing growth $8B by 2028 (3) distributor with board seat • Patient penetration remains low • Approval over LatAm imports • No dispensaries in Germany • 100% ownership of a • Prescriptions from physicians pharmaceutical brand and Pharma license applicant with focus required market on wholesale, large-scale • EU GMP certification required distribution structure • Strict quality and documentation standards • Pharmaceutical service and logistics partner Cannabis Sales in Germany (5) German Medical Cannabis Patient Penetration (US$ in M) Current Medical Cannabis Patients per 1,000 People $191 13 $52 10 $114 $22 Potential for ~13x growth without $31 $57 factoring in $17 recreational $29 potential $61 $37 1 2018 2019 (5) (6) (7) Non-Reimbursed Sales Estimate Finished Pharma Products Germany Canada US Preparations (4) Unprocessed Flower Note: US$. 0.84 EURO = 1.00 USD as of 11/06/20 (5) Source: INSIGHT Health data; as of Q3 2019 (1) Assumes 2% of Germany’s population of 83M are potential medical cannabis patients (6) Source: StatCan; as of 09/30/19 (2) Source: MJBiz Daily “Medical Cannabis in Europe” Second Edition (7) Source: Marijuana Policy Project; as of 05/28/20 13 (3) Source: Prohibition Partners “The Germany Cannabis Report” published October 2019 (4) Source: GKV-Spitzenverband. Numbers may not sum due to rounding
Brazil Requires Import of Medical Cannabis In December 2019, the Brazilian health authority, ANVISA, agreed to permit the importation of medical cannabis products while prohibiting domestic cultivation Over 3 million possible Before cannabis patients (1) The previous medical cannabis structure in Brazil required patients to 210 million total population get individual authorizations to import medical cannabis products, which proved insufficient to meet growing demand New Opportunity Bulk cannabis imports to Brazil are now allowed for the first time – Focused on importing extracts as semi-finished raw material for sale directly to patients through pharmacies – Denies cultivation of medical cannabis in Brazil – Manufacturers must have GMP production standards certified by ANVISA – Tropical zone stability data often required for products, and typically not pursued by North American or European pharmaceutical or cannabis companies Brazil has the Brazilian Regulatory Environment potential to become Cannabis is legal for medical and industrial uses, and partially the country with the decriminalized for recreational use most cannabis patients in Latin Medical: Obtain through a doctor’s prescription only America Recreational: Decriminalized growth and use since 2006, but sale and purchase remains illegal Clever Leaves is taking advantage of early mover capabilities in Brazil, as evidenced by a recently executed $4M take-or-pay agreement Source: MJBizDaily, Prohibition Partners LatAm, New Frontier Data (1) In the first 36 months of medical legalization 14
Building the B2B Sales Pipeline Clever Leaves is becoming a hub in the global cannabinoid supply chain Global & Expanding Customer Base Customer Categories Expanding Global cannabis operators Latin American cannabis operators Pharmaceutical companies Nutraceutical companies Cosmetics companies Government agencies Why Companies Choose Clever Leaves? 2021E Pipeline By Region • Accelerate time to market • Ensures future supply availability via Latin America’s only Europe EU GMP-certified cannabis facility 24% 29% • Enables asset-light go-to-market strategy and quicker LatAm returns on investment, which is imperative for companies with less access to capital or more heavily focused on profitability Australia/New Zealand 29% 18% Rest of World 15
Pro Forma Capital Structure Pro Forma Valuation ($M) Pro Forma Equity Ownership % PIPE Investors SPAC Sponsor Shares Outstanding (Treasury Stock Method) (M) 25.4 3.7% 4.6% Price Per Share $8.74 Pro Forma Diluted Equity Value $222.0 SPAC Shareholders Clever Leaves Plus: Debt 34.6 33.5% Shareholders 58.1% Less: Cash (1) (83.9) Pro Forma Diluted Enterprise Value $172.7 Clever Leaves Capitalization Table(2) Gross Shares Exercise/ Treasury Stock Method Share Class Count % of Total Vesting Price Count % of Total Common Shares(3) 24,379,978 52.5% – 24,379,978 96.0% Restricted Shares/RSUs 581,679 1.3% – 581,679 2.3% Common Shares Outstanding(4) 24,961,657 53.8% 24,961,657 98.3% Management Incentive Options 909,010 2.0% $0.00 - $28.89 430,175 1.7% Lender Warrants 73,099 0.2% $0.03 - $26.73 9,476 0.0% Warrants(5) 17,900,000 38.6% $11.50 – – Fully Diluted Shares 43,843,766 94.4% 25,401,308 100.0% Sponsor Earnout Tier 1(6) 570,212 1.2% $12.50 – – Sponsor Earnout Tier 2(6) 570,211 1.2% $15.00 – – Management Earnout Tier 1(7) 720,000 1.6% $12.50 – – Management Earnout Tier 2(7) 720,000 1.6% $15.00 – – Fully diluted shares plus performance-based awards 46,424,189 100.0% 25,401,308 100.0% Note: All figures as of December 18, 2020 (1) Cash balance represents $84.8 million less $3.0 million in planned debt repayment following the close of the Company’s business combination. (2) As of market close share price of $8.74 on 1/11/21. (3) Does not include 1) 1,140,423 of SPAC Sponsor earn-out common shares, and 2) 503,046 restricted shares and 78,633 RSUs. Includes 1,217,826 non-voting common shares. While the non-voting common shares do not entitle their holder to voting rights (except with respect to special resolutions and exceptional resolutions), they have the same economic rights as company's voting common shares. (4) 15,412,157 shares are subject to lock-up arrangements ending one year following the Closing Date, with such restriction on sales and transfers to terminate early if following the 180th day after the Closing Date, the closing trading price of the common shares equals or is greater than $12.50 for any 20 out of any 30 consecutive trading days. Pursuant to the subscription agreements with certain shareholders, 984,567 shares are subject to lock-up arrangements commencing on the Closing Date and ending 45 days following the Closing Date. Includes 1,217,826 non-voting common shares. While the non-voting common shares do not entitle their holder to voting rights (except with respect to special resolutions and exceptional resolutions), they have the same economic rights as the company's voting common shares. The non-voting common shares are not transferable, except as provided in the company’s articles. (5) Cash based exercise would result in $205.9 million in cash proceeds to the Company. The warrants can be redeemed at any time after they become exercisable at a price of $0.01 per warrant if the last reported sales price of the common shares equals or exceeds $18.00 per share for any 20 trading days within a 30 trading-day period ending on the third trading day prior to the date of the redemption notice. (6) These earnout shares placed into escrow will be released from escrow as follows: (A) 570,212 of shares will be released to the SPAC Sponsor only if the closing price of the company’s common shares on Nasdaq equals or exceeds $12.50 per share for any 20 trading days within any consecutive 30 trading day period on or before the second anniversary of the Closing; and (B) remaining 570,212 of shares will be released to the SPAC Sponsor only if the closing price of the company’s common shares on Nasdaq equals or exceeds $15.00 per share for any 20 trading days within any consecutive 30 trading day period on or before the fourth anniversary of the Closing. (7) Total 1.44 million earnout shares for company's management includes: (A) 0.72 million shares will be issued to certain service providers of the company and its subsidiaries at the direction of the company's board of directors (or any committee designated thereby) (the “Earnout Shareholders”) only if the closing price of the company's common shares on Nasdaq equals or exceeds $12.50 per share for any 20 trading days within any consecutive 30 trading day period on or before the second anniversary of the Closing; and (B) 0.72 million shares will be issued to the Earnout Shareholders at the direction of the company's board of directors (or any committee designated thereby) only if the closing price of the company's common shares on Nasdaq equals or exceeds $15.00 per share for any 20 trading days within any consecutive 30 trading day period on or before the fourth anniversary of the Closing. 16
Key Leadership World-class leadership team with a track record of outstanding execution Clever Leaves Kyle Detwiler Fmr. Senate Majority Leader Tom Daschle Chairman and Chief Executive Officer Advisory Board Member Andrés Fajardo Dr. David Casarett Director and President Advisory Board Member Amit Pandey Gary Julien Interim Chief Financial Officer Independent Director Schultze Asset Management, LP Julián Wilches Etienne Deffarges Chief Regulatory Officer Independent Director David Kastin Elisabeth DeMarse General Counsel Independent Director 17
Pro Forma Capitalization and Growth Opportunities Clever Leaves is among the best-capitalized cannabis companies in the industry Public Comparable Companies Capitalization (1) (US$ in M) Cash Debt $10 $2 $531 $35 $1 $69 $334 $94 $398 $519 $95 $37 $1,301 $12 $1,369 $82 $3 $118 $314 $59 $119 $171 $17 $3 (2) Capital Deployment Opportunities ACCELERATE EXISTING GROWTH INITIATIVES OPPORTUNISTIC M&A ✓ Portugal greenhouse expansion and EU ✓ Investment in distribution assets GMP preparation ✓ Capitalize on US regulatory developments ✓ Investment in sales team ✓ Non-cannabis opportunities where ✓ Project Apollo cannabis linkage can augment growth ✓ German IQANNA launch Note: 1.00 CAD = 0.78 USD as of 01/04/21 Source: S&P Capital IQ, most recent company filings, press releases 18 (1) Represents most recent quarter cash and debt balances. (2) As of business combination close on 12/18/20. Cash balance represents $84.8 million less $3.0 million in planned debt repayment following the close of the business combination.
Investment Highlights Leader in low-cost medical-focused cannabis cultivation and 1 extraction 2 Thoughtfully constructed, B2B focused multi-national operator Pharmaceutical-grade, EU GMP-certified production authorized for 3 export Purpose-built for significant growth, profitability and operating 4 leverage Talented and experienced leadership with operational and 5 regulatory expertise 6 Strong balance sheet with $80M+ in cash 7 NASDAQ listing and US GAAP financials 19
Contact Clever Leaves Del Wright Chief Strategy Officer del.wright@cleverleaves.com Investor Relations Sean Mansouri, CFA or Cody Slach Gateway IR CLVR@gatewayir.com (949) 574-3860
Disclaimer No Representations or Warranties This presentation (this “Presentation”) is provided for informational purposes only. No representations or warranties, express or implied are given in, or in respect of, this Presentation. To the fullest extent permitted by law in no circumstances will Clever Leaves Holdings Inc. (“Clever Leaves”) or any of its subsidiaries, shareholders, affiliates, representatives, partners, directors, officers, employees, advisers or agents be responsible or liable for any direct, indirect or consequential loss or loss of profit arising from the use of this Presentation, its contents, its omissions, reliance on the information contained within it, or on opinions communicated in relation thereto or otherwise arising in connection therewith. Industry and market data used in this Presentation have been obtained from third-party industry publications and source as well as from research reports prepared for other purposes. Clever Leaves has not independently verified the data obtained from these sources and cannot assure you of the data’s accuracy or completeness. This data is subject to change. In addition, this Presentation does not purport to be all-inclusive or to contain all of the information that may be required to make a full analysis of Clever Leaves. Viewers of this Presentation should each make their own evaluation of Clever Leaves and of the relevance and adequacy of the information and should make such other investigations as they deem necessary. No Offer or Solicitation This Presentation shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act. Forward-Looking Statements This Presentation includes certain statements that are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “anticipate,” “believe,” “continue,” “estimate,” “expect,” “forecasts,” “future,” “intend,” “may,” “outlook,” “plan,” “predict,” “potential,” “projected,” “seek,” “seem,” “should,” “will,” “would” and similar expressions (or the negative versions of such words or expressions) that predict or indicate future events or trends or that are not statements of historical matters. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. Factors that may cause such differences include, without limitation, the inability to recognize the anticipated benefits of the business combination between Clever Leaves and Schultze Special Purpose Acquisition Corp. (the “Business Combination”); the ability to continue to meet Nasdaq’s listing standards following the consummation of the Business Combination; expectations with respect to future operating and financial performance and growth, including if or when Clever Leaves will become profitable; Clever Leaves’ ability to execute its business plans and strategy and to receive regulatory approvals; potential litigations; global economic conditions; geopolitical events, natural disasters, acts of God and pandemics, including, but not limited to, the economic and operational disruptions and other effects of COVID-19; regulatory requirements and changes thereto; access to additional financing. The foregoing list of factors is not exclusive. Additional information concerning certain of these and other risk factors is contained in Clever Leaves’ most recent filings with the SEC. All subsequent written and oral forward-looking statements concerning Clever Leaves and attributable to Clever Leaves or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements above. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Clever Leaves expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in its expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based. Trademarks This Presentation contains trademarks, service marks, trade names and copyrights of Clever Leaves and other companies, which are the property of their respective owners. 21
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