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Valens Mergers & Aquisitions Call Transcript (See blue and red highlights)

The Valens Company Inc. (VLNCF) CEO Tyler Robson on Mergers & Aquisitions Call Transcript

Sep. 02, 2021 2:20 AM ET
The Valens Company Inc. (VLNCF)
The Valens Company Inc. (OTCQX:VLNCF) Mergers & Aquisitions Call Conference Call September 1, 2021 11:00 AM ET

Company Participants

Everett Knight - EVP, Corporate Development & Capital Markets

Tyler Robson - CEO and Chairman

Jeff Fallows - President

Jarrett Malnarich - CEO, Citizen Stash Cannabis

Conference Call Participants

Neal Gilmer - Haywood Securities Inc.

Frederico Gomez - ATB Capital Markets

John Chu - Desjardins

Rahul Sarugaser - Raymond James

Andrew Parteniou - Stifel, Nicolaus & Company


Hello, and welcome to The Valens Company conference call and webcast presentation. At this time all participants are in a listen-only mode. A brief question-and-answer session will follow the formal presentation. [Operator Instructions] As a reminder, this conference is being recorded.

I would now like to turn the presentation over to Everett Knight, EVP of Corporate Development and Capital Markets.

Everett Knight

Thank you, Operator. Good morning, and welcome to today's conference call and webcast presentation to discuss The Valens Company acquisition of leading premium crops licensed producer Citizen Stash and Verse Cannabis. A replay of today's remarks, along with the corresponding presentation slides will be archived on the investor relations section of The Valens website at thevalenscompany.com/investors. A copy of this presentation is currently available on sedar.com as well as a link in the press release from this morning.

Before we begin please let me remind you that during the course of this conference call and webcast Valens management may make statements including with respect to management's expectations or estimates of future performance. All such statements other than statements of historical facts constitute forward-looking information or forward-looking statements within the meaning of the applicable Securities Laws and are based on expectations, estimates and projections as the date here.

Specific forward-looking statements include without limitation all disclosures regarding future results of operations, economic conditions, and anticipated courses of action. These forward-looking statements are subject to a number of risks and uncertainties that may cause actual results to differ materially from expectations.

For more information on the company's risks and uncertainties related to forward-looking statements, please refer to our latest annual information form and our latest management discussion and analysis, otherwise known as an MD&A, each filed with the Canadian Securities Regulatory Authorities @sedar.com, or on The Valens Company's website at thevalanscompany.com.

The risks described on the Annual Information Form which may cause the actual financial results performance or achievements of The Valens Company to materially differ from estimated future results performance or achievements expressed by the forward-looking information or forward-looking statements are hereby incorporated by reference herein.

Although these forward-looking statements reflect management's current beliefs, and reasonable assumptions based on the current available information to management as the date hereof we cannot be certain that the actual results will be consistent with forward-looking statements in the future. We caution you not to place undue reliance upon such forward-looking results.

For any reconciliation of non GAAP measures measured and discussed, please consult our latest MD&A as filed on SEDAR.

Joining me on the call today are Mr. Tyler Robson, Chief Executive Officer, Mr. Jeff Fallows, President and Mr. Sunil Gandhi Chief Financial Officer, and Mr. Jarrett Malnarich, CEO of the Citizen Stash Company.

With that I'd like to now hand the call over to Tyler. Tyler, please go ahead.

Tyler Robson

Thanks, Everett. I appreciate the time everyone, and like I was saying we're pretty excited about this transaction. Obviously, this earmarks are our big entry point into flower and pre-rolls and in a more meaningful way. And I'll turn it over to Jeff shortly to talk more about the transaction. But I wanted to talk about my background a little bit more, because I don't know how many people understand the long roots I have in cannabis cultivation.

Obviously, I got my start in the legacy market in the very early days, in the early licensing of the MMA, or MMPR in the early days of Canada. And then obviously down in Colorado in the early days. I was part of 156,000 square feet of indoor growth, 96,000 square feet of greenhouse and 4.5 acres of outdoor. So I've been in the cannabis space a long time. I'm very, very close to cultivating, genetics and then everything kind of cannabis.

But the best way to look at this transaction is supply chain, supply chain, supply chain. When you look at the tremendous ecosystem that the Group over at Citizen Stash has built, you look at old tips [ph] and how we can kind of come in and help, we're very, very excited to kind of dive into it. So again, I'll turn it over to Jeff to go more in depth. But we believe this is a very strategic transaction that we really going to get behind and start to move the needle into categories that are obviously a meaningful role and out in rec. So at that, I'll turn it over to Jeff to dive more into it and I'll be around for questions at the end. Jeff, go ahead.

Jeff Fallows

Good, thanks, Tyler. And I think it's important to start off my portion of the presentation by saying, and to be very clear, while we have not chosen to invest in large scale infrastructure, growing infrastructure, and we've been very vocal and very clear about our strategy there, we nevertheless have significant internal experience with flower. Tyler's giving you a bit of his background. But that flower experience also permeates through a number of the employees at Valens.

Combined with the Citizen Stash team and the experience that Jarrett and his team has, you can see the evidence of that, in the following pages of the presentation. We believe we have all the experience necessary and then some to fully realize that the opportunity we're presenting and generate material value for our shareholders. But nevertheless, the acquisition of Citizen Stash does represent a strategic expansion for Valens into flower into pre-rolls. It on the surface does increases our total addressable market and provides a significant opportunity to grow our revenue.

But when you look more specifically at the premium segment within the flower and pre-roll opportunity, you know, we like that for a number of reasons. First and foremost, the ability to build brands. And you can see, again, through the pages to follow that Citizen Stash did a great job of building and supporting their brand in the market.

Second, there's strong margin opportunity for us there as a company, particularly as we bring the companies together and leverage the best of both management teams have to offer. And then lastly, it minimizes the overlap, which I'm sure is going to be a key question to come through as we walk through the presentation, minimizes the overlap with our B2B customers.

So when we look at Citizen Stash, obviously, the brand positioning and the opportunity that presents is key, but also what also is key for balance is the asset light model. The asset light model for us allows us to continue to follow on our belief or side you can stay away from large scale cultivation. It provides us maximum flexibility, and then allows us to operationalize the business in a way that lets us further integrate with our B2B partners, in terms of looking when we're looking for additional contract growth scenarios, when we're looking for, strain specific opportunities to further the brand portfolio. There's tremendous opportunity for us to do that there.

When we look at the purchase price of the transaction, that's 64.3 million is accretive to The Valens Company on 2021 and '22 basis before synergies and represents a 4.3 times H1 annualized revenue multiple for our shareholders. When we look at synergies, we believe there are a number of both revenue and cost synergies available to the combined entity. Firstly, on the revenue side, leveraging the Citizen Stash brand and the new product categories, and also, through the addition of a little bit more capital to fully realize on the demand profile and the opportunity that's currently on the table for Citizen Stash and its product portfolio.

And secondly, on the cost side, as Tyler mentioned, leveraging our sourcing expertise and bringing our LP partners and others to the table for the contract growth scenarios, on the first hand and second, integrating our operations from a packaging and logistics perspective, where we believe that there's material cost synergies.

Next slide, from a transaction overview, as I said, $54.3 million transaction value fulfilled 100% through Valens common shares. As we said previously, on our previous acquisitions, we like to issue Valen's shares and the alignment that it creates between the shareholder bases. And in this case, you can see full buy-in, the opportunity and the go forward potential of the combined company. (IMO, I understand what they are doing by increasing assets and diluting shareholders. It will only benefit shareholders if the acquisition excites investors because of revenue growth and increased EPS profits driven to the bottom line; otherwise it's just dilution. They say it's accretive to shareholders in 2021. That can only happen because there's no debt, just dilution. - FUNMAN)

Based on prevailing market prices, the exchange ratio is 0.162 Valens shares per Citizen Stash share. And as you can see on the page here, we've already received approval from both sets of Board of Directors. Although a shareholder vote from Citizen Stash is required. We do expect the transaction to close by the end of our fiscal 2021.

Next slide. When we look at the market opportunity, I think you've seen for those of you, are seeing our investor presentation, this slide is the mainstay in there. We've just organized it a little differently here. What we've seen since the on onset of COVID and the closing of some of the retail stores and the click and collect approach many of the markets have taken to cannabis sales, we have noticed a flattening of the growth in extract-based products. A situation we expect and are already seeing positive signs of reverting some historical growth, through some of our listings that we've achieved recently in the provinces.

As we've expressed on previous conference calls, and the demand profile that we're seeing for extra extract based products, leads us to believe that there will be continued growth in the extract based segment. That being said, entry into the flower, and the largest segment of the market and pre-rolls clearly represents a big opportunity for Valens and the model that we're presenting to you today.

With that, I will now turn the call over to Jarrett to walk through his life's journey. Jarett?

Jarrett Malnarich

Thanks, Jeff. And thanks to everyone for coming today and listening to our call. I’m just going to take the next 10 minutes or so and walk you through a little bit more of Citizen Stash, who we are, what we do, and why this is a great opportunity.

So my name is Jarrett Malnarich, I'm the CEO of Citizen Stash. And I'll kind of start with a bit of a management overview and myself, specifically.

At a top level, I'm a microbiologist by training. I basically cut my teeth by learning and going through the compliance and regulation side of companies. So I was the guy that worked for a lot of consumption, food, beverage industries. I kind of rolled out of the sanitation programs and made sure all the compliance or regulatory things occurred in a lot of all those companies. So I'm kind of a battle hardened person on the line that understands CPG from the bottom up.

From there, I kind of started to manage those companies, top level, including pharmaceutical, multimillion dollar companies. And what I realized was as I kind of stretched my entrepreneurial feet a little bit, and realized there's a lot of companies and people that wanted to get in that industry, but just didn't have the wherewithal or understanding of how to do that from a compliance side.

So I'm going to date myself a little bit, about 20 years ago, I started a consulting company that actually helped those types of opportunities come to reality. And so I started helping fund and help companies get into those kind of compliance type of industries, including food, natural health, pharmacy. And from there, I helped those companies grow, fund them capitalized them actually helped them get sold. That introduced me to public companies, a lot of public companies started buying these companies.

And it's not uncommon for me to take a position and/or a management or an employment role of those companies as they went through this process and ended up even in some of these public companies. So when cannabis came to Canada, it was kind of a perfect storm for someone like me, someone that kind of knew the regulatory business, how to capitalize it, tread with complex things and make them into executable actions for a company to actually operate within and be profitable.

So on the other side of my consulting company, we started helping companies in Canada become licensed. And so that's kind of how I really got into cannabis seven years ago, helping multiple companies become licensed, capitalizing them and getting them growing in Canada. In parallel, the United States started opening up, and so my networking clients and stuff are looking down so. And so over the terms of the last seven years, I've also helped companies in Washington, California, Oregon, Illinois, Maryland, also become licensed to help capitalize those and operationalize those as well.

Experion, which is Citizen Stash was one of my clients. And I've always been involved in this company, since inception. I helped to get its license. I helped to get capitalized, I helped to go through the RTO; I helped kind of build the initial team. So I've always been kind of part of the company. And about January 2020, the company asked if I could take a bit more of a formal role as the CEO and bring a little more direction, if you will to it.

I've been CEO of public companies before. So this wasn't anything new to me. I knew I had a bit of an investment in this company. I've been part of it. And so I decided to take on the challenge about, like I said in January 2020. My team's been great. If there was one common denominator, I would say about the management overview is that we all have experience in growing companies rapidly and using capital efficiently.

So our mandate was to utilize all the assets on hand, with the team on hand, with the cash on hand. And that is essentially how we birthed Citizen Stash. So it's a bit of a business overview, I go to slide 10 Everett.

A lot of people don't even know probably Citizen Stash is in the capital markets. But they do know Everett is well known as a premium flower brand in the consumer market. And we were very focused about how we kind of entered the market. We launched in flower, we launched in premium and we exclusively play in premium. We were very strategic on how we entered the market. In the first place, you know, it was a very rapid fast industry, when retail first came. Everyone was throwing everything as quick as they could in the market.

So we actually slowed down a little bit. And we made sure that we knew what we're putting out. There was a space where we're going to put it out, and we could stand behind the product we put in there. And that paid off in dividends, because that actually started how we built the initial brand, by the product itself, we put out.

In parallel, we were strategic in how we price our products. We came to market with a better product with good value, which has allowed us to sustain our pricing longer in the market. And we took the approach that stability was better than validity in a volatile market, and keep that going. And of course, we were very focused on making sure we win shelf space. We knew when we entered this, we were going to win the game by making sure we can get our product on the shelf and in consumers' hands.

So we're very aggressive about expanding our product, making sure we're across the country as quickly as we could, and making sure that we could increase our distribution nationally, and increase our SKU -- as our SKU and listings as quick as we could as well. So that's all translated into a good healthy market share of the premium space. We now have 42 listings in seven provinces across the country. We're able to sustain a good healthy price for our brand. And it does translate into being one of the number one brands for our price point today.

And of course, we've had actually a relationship was balanced for some time. As we grow and as our demand increased we want to make sure we partner with the best and Valens and us has had a bit of a relationship already in the pre-roll side for almost a year now. So this is not a new relationship. It's about partnering with the best partners, and then together executing on that even at a higher level.

So a little bit about us, let's go to the next slide, Everett. We are located in Mission BC. It's only about two hours away from Valens straight down. And as noted on this slide, we have the licensed space, and the full suite of licenses to be a full seed to shelf producer. But like other LPs out there, we have oversized our genetics or strain developments under our licenses, and we've oversized, our processing space.

So in the middle there, the cultivation side of things, we have the abilities right to internally develop and commercialize our strains in our genetics. But then we grow our scale of that, through our co-farming kind of model. I'm going to say this is important. And that's it's a very well established model that we've developed last 1.5 year. I'll go into a little more detail. But I want to leave about -- why this is important. Because the problem with premium flower products, right, it's hard to grow, almost everyone would do it. And if you can do it, you can't do enough of it, to supply it nationally, let alone support a national brand.

So at the end of the day, if you can put those two together, then you've got something that would win. And that's how we birthed the model.

So if you want to go to the next slide Everett. In essence, just to summarize our model, we develop the genetics. And we in essence, license that to co-farmers to other people that we've qualified. We bring that product back. And if it meets our specs, we 100% process and package it out of our facility. It is the packaging hub, and we have 100% control of that. So our facility right is all about genetic development, it's all about getting the best product to the market. And we've proven that by already launching several first to market strains across the country. And we're continuing to do so. And in the process, we leverage it through our co-farming model.

Now again, we didn't invent this, but I am mindful that cannabis, right is an agricultural product. And this is how big agriculture can be built. I have experience working with companies in the fruit industry in California, become $100 million if not $1 billion companies by doing this model. In fact, the whole tobacco industry is built off this model.

So I'm not saying we're inventing this, but we're one of the first ones trying to utilize this. And by controlling my genetics and our genetics and by controlling the distribution in essence that's how we can really control and develop the brand.

So some quick side benefits though within our model. Well because my cultivation is in essence being farmed out, my variable costs -- sorry my cultivation costs become variable, right. So I can ramp up and down as my market dictates. My flexibility is tenfold. I can get more product to market quicker. I can double down on my competition because of the network we've set up. I can also supply what my provincial exchanges want. They don't want large glut of products delivered at the door every month anymore. They want small batch fresh, in line with their cadence to their customers. And our model can supply that and does that over and over again.

And quite frankly, we have quick capital velocity. We take your cash, we invest it into inventory, we then get it in our customers' hands, we then turn that back into inventory. As a return on invested capital, our model is probably one of the quickest in the industry. So how does that all translate, though, comes down to market performance?

So I don't know if you want to go the next slide there Everett. At the end of the day, how well you do and what you say about this all comes down to performance. So a lot of times new investors ask me, and brokers ask me now, they don't care about licenses, they don't care about your capacity, they don't care about a lot of stuff. They just want to know, do you have a brand? Is it well known? Does it resonate with the market? Do you have a following? Can you get reorders, and can you make money.

So at the end of the day, over the last 18 months, we have gone from one province to seven. Now we have gone from one listings to 42. We have a well-known brand. It does resonate in the market. We have a following on the ground. We have gained market share faster than our competitors. And we are basically sustaining and keeping the stability that we almost promised when we started.

Now we will end a little bit as an example of how we entered the Ontario market. At the end of the day, we kind of dabbled a little bit with them to see if we could get in. And once the Ontario buyer understood that at that time we were called Experion, was in fact Citizen Stash, they actually dropped everything to try and get us in the market with them.

There was so much demand for our brand at that time, they actually pulled us into the market for Ontario. We hit -- we did this right before COVID. They were only using two companies at the time. And we were one of them to go through the COVID process to make sure they relisted because they wanted to get us in. They were pulling us through this process because of the demand.

We hit the markets in Ontario sometime last fall. And within six to eight months, right, we became the top five pre-roll supplier. We've become a top 13 flower supplier, which is our core competencies. And we've become a top 20 overall revenue supplier to the entire market of Ontario. So there's like 108 or 110 suppliers. And within eight months, we were the top 20.

So it's kind of -- I was looking at the data some time ago, and there is a billion dollar LP that is below us. They have unlimited funds, unlimited capacity. And they have over 70 listings with Ontario. We had eight I think or 13 at the time, and we beat them in total revenue. And we beat them in pre-rolls and flower and everything our core competency is. So at the end of the day, I look at that as performance.

So we have a tight small facility that has amazing scalability, asset-light. And quite frankly, we're only scratching the surface of what we can do. So clearly, we're doing something right here. And the model is in fact, the asset and in what is doing is what it can do but only with the partnership was Valens now, we're just starting to unlock our potential. And this is -- the sky's the limit for what we can do here.

With that Everett, I'll turn it back over to you.

Everett Knight

Thanks, Jarrett. I appreciate that walkthrough. So as Jarrett mentioned, he really talked about the asset-light model similar to what we're doing today. The genetics portfolio unlocking doors in the premium space, lasting brands have quality and consistency. And that's what we stand for at The Valens Company.

And when we look through the space, and we look through the entire premium segment, you can see by this chart in front of you on slide 14, Citizen Stash is clearly the number one premium brand in the cannabis space today. When you look at their market share that they've developed, they have the same market share as some of the best players like Qwest in flower at 1.2% with a third of the valuation. And what we can do, I think with The Valens Company, we could even unlock that further. And for SKU efficiencies, for those investors that have been with Valens for a long period of time, we want efficiency with the SKUs to drive across more provinces.

And if you look at the amount of SKUs comparatively to other parties, what Citizen Stash has done well is choosing the right genetics and the right portfolio at the right time to drive that velocity. And if you look at their provincial distribution, they've only scratched the surface of what the other players can have done, but have taken more market share and gone more into depth enough.

When you look at even like the leaders like Broken Coast, that you see similar numbers in flower and pre-rolls, but a fraction of the price and with greater working capital from us, as well as the synergies that we'll discuss later in the presentation, we think we can unlock significant value in this asset, and I think we're just scratching the surface.

Now this next slide on slide 15 is one of the most important slides. We believe true brands are really created with the ability to maintain their price. Now, if you look at the cannabis space today, the average company has decreased their spot price by 25%, year-over-year, where if you look at Citizen Stash, they've truly been able to almost hold this flat at negative 3% only.

When you look at this category, on the right hand side, they are the only brand in the top 20 by market share with an average selling price of above $13.
What that is telling you is the consumer is paying for the quality and the consistency of the product at that price. If you look at the kind of the overall landscape, and the opportunity here, with the brand has demonstrated that it has material following and a cult like following. And with extra investment, we think we can accelerate that further.

To map that out, 50% of the POs that Citizen Stash has have been trouble filling on time. With working capital along with some capacity constraints that we can alleviate, we think we can significantly make this from a top 20 brands to a top 10 brand, but maintaining a true price in that marketplace.

From a synergy standpoint, what we presented in these slides is this is an accretive acquisition in 2021 and 2022 without synergies. But the reason we like this for shareholders is there's a lot of low hanging fruit and a lot of synergies with the companies together, where I think one plus one equals three and more. So when you look at the synergies today, I think the biggest one for us is increase distribution and drive market share.

What Valens has done, as we've been the fastest growing provincial listing player in the Canadian cannabis space. And what we can do is leverage that ability to take Citizen Stash products across more stores and drive more market shares. Two decreasing sourcing costs. This is a key segment we are the largest purchaser of biomass in the Canadian marketplace today. We've leveraged this to get very good rates.

And if you look at our current sourcing model, it is very similar to the model that that Jarrett described in the call, that really reminds you of Driscoll and strawberries [ph] in the agricultural industry and how CPG players interact with it and get to pick the best cultivars and flexibility on different crops to make sure they maintain that quality for their brands. But we look forward to decreasing that sourcing costs with our LP partners that are currently our customers today.

Expand product offerings, I think two areas for low hanging fruit are concentrates and vapes. You have the provinces already demanding them from just the cult of our specific strains that that really the Citizen Stash team have cultivated with their brand. I think this is a great part of the industry that we see a lot of synergies in the short term.

As I mentioned, alleviate capacity constraints. Most of what this is actually doing today is all by hand and manual. And what they've been able to do is maintain that quality. And what we're going to do is work with them to integrate processes, but maintain that same quality and alleviate some of those capacity, which we've already been doing with our pre-roll relationship today.

Public Company costs, we've evaluated just above a $1 million in public company costs. That will be an immediate synergy on the back of the transaction.

Backward integration. I think that from an optimized logistics and new product development, the genetics portfolio unlocks a lot of areas, not only on the dried cannabis side, but when people think about the future of IP and future of extract-based products with rare cannabinoids and CPG industry, the genetics hub will pay dividends for us longer term, not just on the drug cannabis space.

And lastly, expansion into the U.S. THC marketplace. We know this is coming. We do not know when federal legalization will happen. But we've been evaluating the market for quite some time. And when you look at the marketplace in the U.S., a lot of the states are vertically integrated, right, where you need to know all the way from cultivation to the end consumer. And now together with Citizen Stash we fill all those categories. We can leverage both their genetics portfolio and their strains and brand into the U.S. cannabis industry, combined with our 2.0 experience, we will be a force to reckon with upon federal legalization.

Now, if you look at slide 17, the deal value today, we believe is a very attractive growth profile for investors, where we're getting is accretive valuation pre-synergies, where we'll issue 17.6 million shares as part of the consideration. And Jeff mentioned this acquisition for $54 million, is at a very attractive multiple of 4.3 times first half fiscal 2021 annualized revenue. Now, when you look at the pro forma company on the right hand side, I wanted to walk through what we look like together.

And what we're going to do is we're going to look at this on a trailing basis, let's take out the future estimates in this industry. But let's look at what we have today together. We have a great balance sheet that can unlock a lot of revenue opportunities, both here and internationally with around $50 million in cash and cash equivalents. When you look further down the page for 2020 revenue, The Valens Company did $84 million in revenue last year. And I want everyone to keep in mind that was only with 30% of the market at our disposal. We were only going after extract-based products.

Now if you look at Citizen Stash, what this does is unlock 70% of the market, which has dried cannabis and pre-rolls today. And that's a $2.7 billion retail market today right.
We have significant opportunity. We've done very well and punched above our weight in a very small percentage of market together. Now we're going out for a much bigger opportunity. Now when you look at Green Roads, our U.S. CBD acquisition earlier this year, in 2020 it did $28 million. And then when you look at Citizen Stash out of this list, it only did $6 million in revenue last year. But I will note in the first half of 2021, it already did $6.2 million. So it's already on well over a $12 million run rate and higher which we believe we can take it.

But let's take the future out of the equation. Just pro forma in 2020 we're $118 million 2020 revenue company. And if you look at where we are in the space, both Citizen Stash and us trade at a significant discount to our peer group. But together this is where one plus one truly equals three. And we believe we can narrow this gap where our competitors, where we currently trade a pro forma, EV to revenue at five times versus the North American peers are at a 12.9, which is a 61% discount.

So with this stuff, as well as going to future announcements in the next few months, as well as increasing our liquidity for shareholders, with future exchange-related consideration, we believe we can significantly narrow this gap on the back of this acquisition.

With that, I'll pass it off to Jeff, who will jump into Verse and how we're bolstering our brand portfolio there. Jeff?

Jeff Fallows

Thanks, Everett. Clearly, the Citizen Stash acquisition have enough -- has enough strategic merit and opportunity to stand alone. That being said, with the opportunity presented to us by Verse Cannabis, in one swoop, we were able to launch, phase 2 of the Valens strategy or strategy where we are picking our spots in the market, the areas where we believe as a firm, we have core competencies and the experience to really materialize value for our shareholders.

So we're excited to announce the acquisition of Verse. Verse represents a strategic expansion into the value segment of the recreational market for us. It has a leading -- it's a leading us -- excuse me as a leading brand portfolio spanning all major product areas. Now for those who've been following Valens clearly Verse is a known quantity for us. We have been involved since day one and have intimate knowledge of the brand identity.

They have advanced -- they have an advanced and innovative product portfolio that boasts 90 listings across seven provinces and territories. Now as a private transaction, the terms are not being disclosed. But suffice it to say, for this audience that the acquisition for us was strategically far more important than from a financial perspective. And clearly given its non-disclose the acquisition price was not material to Valens or to the Valens shareholders.

But nevertheless, the strategic value of the transaction is quite high. Firstly, it bolsters the brand portfolio with the leading brands strategically positioned to showcase our low cost infrastructure. As with Citizen Stash, it's expected to be accretive to both 2021 and 2022 metrics before synergies. We are bringing in house the full economics from this opportunity.

From leveraging the Valens' existing manufacturing expertise into the portfolio now with full control over the price direction, the brand direction and product pipeline, we feel very strongly that there's even more opportunity in this brand for Valens' shareholders in the market. And as Everett said, as we're looking to the U.S., and the opportunities that may become available to us when the market opens up, again, our Verse portfolio and all the products and brand positioning, we believe are well-positioned to help us at a time when we expand into the U.S.

Next slide. From an overview of Verse perspective, the products are well-known to a wide selection of high quality products at a competitive price point. As I said, with full control over the brand and the direction, we believe very strongly that we can leverage the product portfolio and the value price to showcase the best that Valens has to offer in terms of cost, innovation and opportunity.

When looking at -- when combining with Citizen Stash, The Valens portfolio, the Valens brand portfolio with the acquisition of Verse will sit at both ends of the pricing spectrum. In our view that maximizes our operational flexibility, balances volumes and margins, reduces market risk for us and minimizes the conflict with our partner, LPs.

Next slide. This slide really lays out the new Valens, our view on the market and where the brands will fit and where the opportunity is. Firstly, you see Citizen Stash flower and pre-rolls. Clearly there's opportunity within the premium sections, premium segments for us to leverage our vape manufacturing and concentrate manufacturing expertise, a clear extension and a clear opportunity for both sets of shareholders.

If we look at Verse in the value segment, full portfolio, full product opportunity for Valens in accessing that market segment. So on a high level, you look at this layout and the opportunity, including Green Roads. And it's in a strong presence in the U.S. and internationally in the health and wellness segment. And with our recent acquisition of LYF Technologies and the LYF brands that are there, we are clearly playing in the fields where we have expertise.

We're not trying to be everything to everyone. We're very focused. And we're very focused in the areas where we believe we have a competitive advantage and an opportunity to build value for our shareholders.

Next slide. We will also at the same time want to be very, very clear what goes on with the market and those on the call today. Our value chain, our opportunity, our product manufacturing and our core competencies have value across both the B2B and B2B [ph] segments of the market. We are not in large scale cultivation, that the genetics cultivation capacities and opportunities presented by Citizen Stash allow us to leverage their stream, their strain specific offerings, but does not represent a strategic shift for us in terms of the cultivation or ownership of cultivation.

We will continue to offer the best-in-class purification, formulation and manufacturing of our product formats. And now leveraging our brand portfolios previously presented in target segments of the market. Clearly the model remains the same. And we have literally honed in on the areas that we have the expertise to drive additional value, but still anticipate and expect our B2B customers to be -- to grow and to further integrate with the Valens model as we continue to demonstrate the service capabilities and the technological capabilities of our manufacturing platform.

Next slide. This strategy -- just to be clear, this strategy is not new in the market. It's a well-trodden path. It's followed in many, many different industries, many fortune 500 companies follow the same strategy, leveraging our core expertise in target market segments to maximize value while also leveraging our manufacturing expertise to service our B2B customers and helping them develop their brands and their opportunities in the market. We will stay in our lane, we will be focused. And we have the service capabilities to deliver in both ends of the market.

Everett, next slide. So this is the pro forma company laid out quite simply, the B2B channel, the B2B -- the B2C channel. We believe this uniquely positions Valens in the Canadian marketplace. We believe it positions us -- best positions us to compete, and to drive continued value for our shareholders. And we're very excited about rolling this model out and why we have decided to announce two transactions back to back and lay out the format as we have. We think this is an exciting time for Valens shareholders, and we're anxious to begin.

Everett, last slide. So in summary, with these acquisitions, Valens is moving itself into the top tier of a licensed producer. Following acquisition of Citizen Stash and Verse, we will have a robust portfolio of cannabis products and brands, with over 220 provincial listings, and a strong development title pipeline. To be clear with that level of listings in the Canadian marketplace that puts Valens within the top five LPs in the country.

Valens is a top tier global licensed producer with a portfolio of industry-leading achievements. [color=blue]We're the largest third party manufacturer of vapes in Canada, we've 5% of the extract base market in Canada and growing, we have 8% of cannabis-infused beverage market in Canada. And that is before our beverage facility [indiscernible] has come online. We have the number one brand in flower with an average price selling about $13 in Citizen Stash, a top 10 U.S. CBD business opportunity through Green Roads. And we have products available in eight provinces, 50 states and 11 countries around the world with much more to come.[/color]

Our consumer-driven approach is focused on becoming an ally to both our customers and the consumers. Again, we are picking our spots, and staying true to our strategy of delivering next generation and innovative products in market categories where we can add value. And lastly, it's very important we maintain a strong balance sheet. These acquisitions leave our cash balance and our balance sheet fundamentally intact. And we have a healthy capital structure to continue to execute on the strategy that we've discussed at length with shareholders, and now has been further fortified with these transactions.

And with that, maybe I'll turn the call back to the operator.

Question-and-Answer Session


Thank you. [Operator Instructions] Our first question is from Neal Gilmer with Haywood Securities. Please proceed.

Neal Gilmer

Good morning, and congrats guys. Maybe let's start off with just sort of what your sort of outlook and philosophy is going forward. We've got four acquisitions so far this year. Are you basically thinking that your focus now will be on integration? And taking a look at that side of things? Or do you still think there's still gaps in the Canadian market that you might be looking at? Or is it more sort of international now that you're going to be focused on?

Tyler Robson

Hey, Neal. It's Tyler. Right now our focus will be on integrating those and then getting the most out of the platform we've now built. So the biggest thing to watch for going forward, even if you will consider the stock portfolio, they're mostly in the 3.5 grams. What you'll see is the 7 to 14, and the 28. Different SKUs in different verticals, and then obviously fewer, bigger, better, we're going to really get behind a few of their core SKUs, and then really drive volumes and efficiencies.

Another thing you're going to see is just the diversified supply chain. So really getting behind efficiencies in our operations, not only in packaging and flower pre-rolls, entering some Citizen Stash vapes and concentrate. So strategic integration and strategic product launches with our strategy of being fewer bigger better.

Neal Gilmer

Great, thanks, Tyler. Maybe one other one from me. You touched on a little bit there in your supply chain, but also Jarrett's comments with respect to the Citizen Stash sort of business model with the contract grows. Obviously yeah, it's used in other industries. I know that's used by some other people in the cannabis, where I guess one of the key things with respect to contract grows is particularly when you're going after that premium segment is that quality assurance process and ensuring that you do still have that consistent supply chain.

So just maybe sort of talk a little bit more about how you sort of handled that in the past as far as making sure you get good quality product and making sure that you have that supply chain to support the end consumer demand.

Tyler Robson

Yeah, absolutely. That was one of our -- it's going to be one of our key areas of focus. And the good thing is we now have cultivation, but we're not a cultivator. Because of the asset model with co-farmers or co-manufacturing, we can pick and choose not only who's growing it, but what we're taking back. And unless it's in the quality spec of what we're looking for, we won't be putting it in a jar and putting it on the shelf. And one thing the Group over at Citizen Stash has done a tremendous job of, is working with the cultivators to get the top premium product out of the door.

So not only do they give them the genetics, they help them and coach them along the way of putting their best foot forward. So we're extremely comfortable with what they've done. And then the Valens supply chain, which I truly believe is best in class, not only with buying power, but negotiating tactics will really get behind them and put them in a position to succeed.

Neal Gilmer

Okay, great. Thanks, Tyler. Congrats again.


Our next question is from Frederico Gomez with ATB Capital Markets. Please proceed.

Frederico Gomez

All right, good morning, guys. Congrats on the two acquisitions. So I know that you touched a bit on this. But can you maybe elaborate on how owning some of the leading brands here in Canada may impact your relationship with LPs and CPG companies on the B2B side? Thank you.

Tyler Robson

Yeah, Tyler, again, I don't think it affects any of our B2B relationships. Again, we have such a good relationship, and we're in everyone's ecosystem. If anything, it strengthens us. With the asset light model that Citizen Stash provides, we're going to go to some of our partners and then basically have them cultivate for us. So I see absolutely no issue with that move.

And when we look at adult rec, that's going to be the backbone of our business going forward as we shift into a branded place. We always knew it was coming right from the inception back in 2012. We always knew we were going to get here and Citizen Stash accelerates that platform. So absolutely no issue with our B2B partners. A lot of them are super fans of what we're up to. And we look forward to working with them in a more meaningful way.

Frederico Gomez

Appreciate that. Yeah, so any idea -- just one more question here, any idea of how much you know, in terms of market share do you guys have here in Canada from a branded product perspective right now? And do you have any sort of goal there or any guidance that you guys are trying to achieve? Thank you.

Tyler Robson

Yeah, Everett, why don't you take this one?

Everett Knight

Sure. Yeah, Fred, thanks for the question. Yeah, if you look at the pro forma assets of both Verse and Citizen Stash, we're almost 2% of the market. We're just below 2%. So if you look at that, within two acquisitions within this period, we are a top tier player. And when you look at provincial listings, and what this does to us, right, going from 181, in August, ourselves, adding 42 more from Citizen Stash, that takes us to over 220 listings. So in the listings department, we're almost entering top five territory. [color=red]( FYI, Tilray has 20% of the market, and Irwin Simon [CEO] is pushing to make it 30%. ) [/color]

So with that, I think that's one of the most successful things when you look at the brands of Verse, that last year went from 0.1% to 0.9% of the market today. And then you look at Citizen Stash last year going from 0.6% to 0.9% not only do we have growing brands, but we now have them together. And there's synergies available to increase that market share over the next few quarters.

Frederico Gomez

Thank you Everett. Congrats again and I'll hop back in the queue. Thanks.


Our next question is from John Chu with Desjardins. Please proceed.

John Chu

Hi, good morning. I just want to follow up on Frederico's question there. So you're suggesting there's no impact to your B2B customers. But previously, you had stated you didn't really have plans to have your own branded products and compete with your customers. So I'm just kind of curious what's changed between then and now?

Tyler Robson

Everett, you want this one?

Everett Knight

Sure. Yeah, I would say it's the dynamic in the marketplace. When you look at kind of our strategy and how we've expanded, we're really doing the same model as other companies have done in the CPG industry. When we look at the entrances and our partners, when you guys truly understand the process of why we're being picked as a B2B players, and obviously this has been a thoughtful process where we discuss this with our customers, it's really an RFP process, where they pick us for two things, quality as well our low cost infrastructure. That doesn't change.

The people competing with us on these RFPs are the other licensed producers already. And when you look at the complementary nature of having that B2C platform, our partners are also really excited to maybe have a revenue opportunity to cultivate for us with our grow partner relationships. So we review this as a synergy on that. As well as if you look at our partnerships and what we've done, John, is we really gone fewer, bigger, better, right? If you look at our lowest margin part of our business, it's our smaller customers. What we've done as a company is trying to switch that, to optimize that. And I think this is going right hand in hand with that. And it's a very common, obviously platform in the CPG industry already.

John Chu


Tyler Robson

John, maybe I'll maybe add just two quick points there. When you look at the way that we've come into the market, we've come in through the manufacturing side. We are experts at product commercialization. Taking your product from conception to shelf ready, is where our expertise is, and where we're experts. And our LP partners who are coming to us increasingly coming to us for a broader number of products, increasing their portfolios with us almost across the board. It's because they recognize our ability to get their products to market from concept to finish as quickly as possible.

That doesn't change. Our ability to compete on service as Everett said our ability to compete on price hasn't changed because of that. And most importantly, from a strategic perspective, we have decided to continue to focus on them and providing that service so that there's no service disruption or no opportunity or reason for them to go elsewhere.

John Chu

And I'm curious, how many of your customer LPs are capable of growing premium flower? Like Jarrett said, it's not easy to grow premium flower. And so I'm just kind of curious, how many do you think are actually capable or have the assets to be able to do that?

Tyler Robson

I would say only a handful. What Citizen Stash has done a good job of because they have the physical assets, we can coach them, mentor them and work with them to get it to the quality we need. But very few have the high end indoor facilities, what we need to do, but we've gone ahead of time and already started to pre-negotiate, contract grows and contract manufacturing. So we're extremely comfortable again in the supply chain. So very few but we're comfortable.

John Chu

Okay, and then maybe just talk about how many contract manufacturers Citizen Stash is currently using? And are they exclusive to Citizen Stash only? Or are they doing some contract backed manufacturing for others as well?

Tyler Robson

Yeah, Jarrett, feel free to jump in on this one. If not, I can handle.

Jarrett Malnarich

Yeah, no, thank you. So the exclusivity part of that is it's our genetic that we're growing with them. That is an exclusivity with the contract grower. Like we said this is a qualified grower that has specific requirements that we generally source for to be able to produce the quality we need.

To answer your question directly, we float anywhere between, six to ten contract growers. They range in size. So one of our contract growers we have 100% of their business exclusive to us. Other contract growers, we have a percentage of their business. But if they're going for us, it's exclusive to us. They have their right to maybe grow their other products in their other rooms. But we have exclusivity on our rights on with those partnerships.

I don't think there's anything more from that end there.

John Chu

No. And then just maybe just the last question and one of your earlier investors actually talked about your plans to introduce a health brand, going into concentrates. Obviously, that's been talked about, and then adding a production facility in Eastern Canada. Maybe just an update on timing of that and whether that production facility is going to proceed or not?

Jarrett Malnarich

Sure. So the health brand side of things is we were waiting for the new regulations from Health Canada to put out. They're going to put out a kind of a natural cannabis product brand that may have more over the counter opportunities. We were very focused on basically being a premium flower supplier to the market and developing something within the current regulations on a health branded side, was going to fall out of where our focus was.

So my job really was to make sure there was very tight guardrails and run as fast as we could to get what were very core competencies on across the line. But we are -- still have the IP to look at health foods or sorry a health product, but we weren't going to enter the market until the regulations kind of complemented that.

What was the other side of your question on that?

John Chu

Just the production facility you had plans previously. I'm not sure you have any plans for that.

Jarrett Malnarich

Yeah. Yeah. [color=blue]So quite frankly, we are rapidly growing our company. And one of our limitations is I'm running out of capacity, like we are running already six, seven days a week. We're running around the clock. And for us to go to the next level, we were looking at how we can expand, particularly in the eastern hub. And that's actually how some of our relationships started with, with Valens. We know they have the ability to help us with the processing side of flower.

So are we looking particularly for something back east still, we are, because at the end of the day for me to break through to go the next tranche [ph] of our company, we're going to have to kind of expand partnerships the easiest way to go. Valens has licensed space across Canada that will instantly help us break through those thresholds with their licensing, especially what's pending for them back east. So we didn't actively close on anything back East, because we knew this was coming. But yes, we will need something externally at some point in time.[/color]

John Chu

Okay, that's great. Thank you.

Tyler Robson

And clearly, John, you've hit on two areas of synergy opportunity between the two companies. Firstly, on the facility side easily, and the better managing of capacities, is something that's easy for us to do. Secondly, you'll know that the Green Roads brand, the health and wellness brand that we acquired in the U.S., also we have, as we've said to the market, there's we expect to be bringing both our Green Roads products up into the Canadian market to better access the health and wellness market as well. So we can leverage learnings from Citizen Stash in that regard and integrate IP and opportunities there, another area of synergy


[Operator Instructions]. Our next question is from Rahul Sarugaser with Raymond James. Please proceed.

Rahul Sarugaser

Good morning, guys. Thanks so much for taking my call -- my question. So congratulations on executing an extremely difficult transaction here. That is indeed, it follows market trends and where we're seeing the market going. I guess my question is sort of more philosophical because Valens has historically or it has pivoted towards really custom manufacturing, as core part of its business. And then now this really is a focus on expanding the brand product portfolio.

And Jeff, you referred to sort of staying in your lane. However, I guess you sort of are stepping into the lane of some of your customers. So it's sort of been asked before, but like I just kind of want to talk about at a higher level, like how have your customers responded to you now shifting further and further into branded products?

Tyler Robson

Yeah, thanks for your question. Tyler here. I think the partners and the B2B relationship we have are extremely supportive. I probably got 18 or 19 people reach out in the last 24 hours from some of the largest names in cannabis saying congratulations that they're happy, they're excited. I see absolutely no issue. And when you look at like, like you said, the philosophy of what we're trying to do in the next three to five years, most of our partnerships are going to be outside of cannabis.

So as we continue to skate to where the puck is going, not where it is, we're getting ahead of the curve. So when you look at CPG, this is the world that they come from. And this is exactly where we're going. So very different than the methodical cannabis approach where everybody has to do everything themselves. So our core competencies and being a 2.0 leader, we're still going to work with the B2B relationships. And then with the 1.0, we're going to work with the B2B relationships as far as contract growth.

So I see absolutely no issues. And again, I've gotten probably just some of 20 people, the top CEOs in the space in Canada and the U.S., reach out to say they're a big fan of the move. They love the brand. They love the distribution. And they really know our supply chain is best in class. So absolutely no issues ever. I don't know if you have anything to add?

Jeff Fallows

No, Rahul the only thing I'd mentioned, obviously, this is a very methodical process that our customers have been involved in, like Tyler mentioned. And from our aspects, when you look at our revenue profile as a company, there's a reason we're doing it now. We're in the third quarter, including Green Roads. We're going to be 50-50 on branded now with Verse under, and B2B. Right, and that's without Citizen Stash.

So when you look at our company profile from a 2021 revenue profile, we're easily in that 60% to 70% branded revenue now, and really still B2B is a core part of that category, but there's a reason we're doing it.

Rahul Sarugaser

Okay, thank you so much for that. And just as a follow-up, now, given how acquisitive Valens has been, and the market share gains that we've seen from many of your competitors have really been primarily through inorganic growth, through M&A. Recognizing, of course, that you will push organic growth within the existing brands that you now have on your portfolio, how should we be thinking about getting organic and M&A going forward, for Valens to grow its market share in Canadian adult use.

Tyler Robson

So I never want to take M&A off the table, because Valens is strategically aggressive when the opportunity is right we might move. But the way to think about our plan forward is integration and optimizing the platform we built. You'll see new SKUs in vertical we've already launched and then again, fewer, bigger, better. You'll start to see some velocity now that we're what I'll call officially a branded player in this space. We're really going to get behind a few products that we've been making for other people, tweaking them, making them better, and then really starting to drive volume.

So I don't want to over promise and under deliver. But you will see substantial growth in adult rec, as far as the market share goes in the vertical we're playing in. And again, we're not going to be everything for everybody. We're going to get behind a few core SKUs and a few core processes and really start to drive volume.

Everett, Jeff?

Everett Knight

I would just add on Rahul, is that the one thing is there's a reason we did this now. And I think if you look at the landscape in Canada, listings and distribution have become the most important item. And that's the reason we accelerated our revenue, and obviously our SKU listings in that category for customers on the distribution side. And I think this plays hand in hand in that. So after this, we have the listing, we have the platform now. Now it's to drive growth and optimization within that.

So I think it was strategic that we were aggressive today till date. But now it's about optimizing because now we believe pro forma, we do have a very attractive platform going forward.

Rahul Sarugaser

Perfect. We look forward to watching that growth. And thanks again for taking my questions.


We do have a follow-up question from John Chu. Please go ahead.

John Chu

Hi, just a couple quick small questions here. So presumably, with this asset light model, the margin profile is going to be a bit lower than if you were to grow that flower yourself. But with you freeing up some pre-roll manufacturing and packaging space at Citizen Stash, moving that to K2, what's the plan with the extra space? Is that -- is the plan to grow some more flower internally that generate better margins?

Tyler Robson

Yeah, John, the first part it's fundamentally wrong to be frank. We're actually buying product cheaper than most people are producing it for. So I don't think the margin is worse. I think the margin is better. When you look at cost of production from some of the top craft producers, there's three, four bucks, and then with our buying power, and again, our balance sheet and supply chain, we're going to be strategically aggressive whether it's pre-buying products, leaving deposits, getting ahead of the curve, we're going to be very creative and crafty in negotiating in some of these contract growth.

So I wholeheartedly disagree with that. Our cost is going to be more than what's out there. And I think you'll see that in the next couple quarters come up with strategic sourcing and relationships. So some people might give us a discount because of who we are and the relationship we have. But we can also leverage, or I'll say dangle a carrot of other verticals. So hypothetically, some of these guys want to get into base, maybe we offer a bit of a discount there in order to get a cheaper cultivation play.

So I have absolutely zero concerns about sourcing very high end indoor material, substantially lower than some of these people are cultivating for.

Everett Knight

And John Everett here, maybe even to expand on that when you look at the cannabis space today and you look at excise taxes, it doesn't discriminate for the price, it's sold at. So where Citizen Stash sells at $13 a gram, Verse, then you have the average price in the space between $5 and $6 per gram, right from the dried cannabis side on that front. There's a lot more margin on the premium cannabis, if you can hold that pricing from that standpoint, and the reason we like that area so much.

John Chu

Okay, well a part of the reason I was asking the question when I looked at Citizen Stash's margins, gross margins compared to some of the other players that are in that premium, super premium segment, their margins are a bit lower. They are in the mid-20s, versus high-30s for some of the others. So I just assumed that was partly because of having a third party grow that for them, right and then they're taking some of that margin. Is that not right?

Everett Knight

That is accurate. And I would say that's historic. Going forward, we're going to revisit all contract grows, all relationships, and re-visit that. And again, using our balance sheet and our procurement team to really source top quality product at a fraction of what they're currently paying. So I'm not going to give any numbers right now. I think we'll wait and let the numbers speak for themselves, but you'll see a substantial decrease in what we're currently paying for a high end indoor.

John Chu

Okay, that's very helpful. Thank you.

Jeff Fallows

John, you just hit on the key synergy clearly, between the operations right Again to be clear, the Citizen Stash current location is an ideal location for strain development for genetic development, for R&D, etc. The objective and the long term focus of this opportunity is to leverage the contract growers Tyler and Everett are comfortable.


Our next and final question is from Andrew Parteniou with Stifel. Please proceed.

Andrew Parteniou

Hi, thanks for taking my questions. And congrats on all you guys are doing here. A lot of my questions were already answered. But maybe digging a little bit deeper on the previous topic of competing potentially with existing customers? Is it fair to think about it in a sense that you have own brands now, on the extreme end of, of pricing segments, value and premium. But there's a large space in between, where you don't have necessarily owned brands.

Is it fair to think that you're either third party branded or LP customers? Could it be primarily in that whitespace, so that there's no direct competition and cannibalization of sales?

Tyler Robson

Yeah, I definitely think that's one way to look at it. We do now have the premium end and the value, but there's massive whitespace, whether it's sub premium core. I think there's a ton of whitespace, where we don't plan on competing today, obviously, leaving some room for our partnerships, white label opportunities and branded partners. Jeff, I don't know if you want to add on to that.

Jeff Fallows

No, the strategy was, as we laid it out there, intentional, right, where we left the majority of the whitespace there, the large scale commercial core brand product offering opportunity in the market, where our B2B customers are sitting, and where we're, as I said increasing our touch points and reach with those customers almost on a daily basis, branching out their product portfolios. That's a clear business opportunity for us and one that we're very careful not to mess with, to lack of a better way to put it.

But on the premium flower side and the value side, we feel there was real opportunity for above difference. And we have core competencies in understanding and exploiting those areas of the market. They're targeted, specifically targeted by us to minimize disruption to maximize return to shareholders.

Andrew Parteniou

Thanks for taking my questions.


Thank you. We have reached the end of our question-and-answer session. I would like to turn the floor back over to Tyler Robson, Chief Executive Officer of Valens for closing remarks.

Tyler Robson

Appreciate everybody taking the time. Obviously, we are excited. We have a ton of work to do. And I think the big thing for us right now is optimization of our current platform. And I think there's a lot of exciting things going on that you'll see come to fruition over the next couple of quarters. We appreciate the support. And with that, I'll ask the operator to close the call. Thank you.


Thank you. This concludes today's conference call and webcast. We thank you for your participation and wish you a wonderful day.

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