Curaleaf Holdings, Inc. (OTCPK:CURLF) Q4 2020 Earnings Conference Call March 9, 2021 4:30 PM ET
Jakob Feinstein – Vice President of Investor Relations
Boris Jordan – Executive Chairman
Joe Lusardi – Executive Vice Chairman
Joe Bayern – Chief Executive Officer
Neil Davidson – Chief Operating Officer
Mike Carlotti – Chief Financial Officer
Conference Call Participants
Matt McGinley – Needham
Pablo Zuanic – Cantor Fitzgerald
Gerald Pascarelli – Cowen
Matt Bottomley – Canaccord Genuity
Aaron Grey – Alliance Global Partners
Scott Fortune – Roth Capital Partners
Andrew Partheniou – Stifel GMP
Russell Stanley – Beacon Securities
Glenn Mattson – Ladenburg Thalmann
Camilo Lyon – BTIG
Good afternoon, and welcome to the Curaleaf Fourth Quarter and Fiscal Year-End 2020 Earnings Conference Call. All participants will be in listen-only mode. [Operator Instructions] After today's presentation, there will be an opportunity to ask questions. [Operator Instructions] Please note, this event is being recorded.
I would now like to turn the conference over to Jakob Feinstein, Vice President of Investor Relations. Please go ahead.
Good afternoon, everyone, and welcome to Curaleaf Holdings' fourth quarter and fiscal year-end 2020 conference call. Today, we’re joined by Boris Jordan, Executive Chairman; Joe Lusardi, Executive Vice Chairman; Joe Bayern, Chief Executive Officer; Neil Davidson, Chief Operating Officer; and Mike Carlotti, Chief Financial Officer. Earlier today, we issued press releases announcing our results for the fiscal fourth quarter and full year ended December 31, 2020, as well as Curaleaf’s intent to acquire EMMAC Life Sciences Group. These press releases are available on our website under the Investor Relations section and filed on SEDAR.
Before we begin, I would like to remind you that the comments on today's call will include forward-looking statements within the meaning of Canadian and United States securities laws, which, by their nature, involve estimates, projections, plans, goals, forecasts and assumptions, including the successful integration of acquisitions and are subject to risks and uncertainties that could cause the actual results or outcomes to differ materially from those expressed in the forward-looking statements on certain material factors or assumptions that were applied in drawing a conclusion or making a forecast in such statements.
These forward-looking statements speak only as of the date of this conference call and should not be relied upon as predictions of future events. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law. Additional information about the material factors and assumptions forming the basis of the forward-looking statements and risk factors can be found in the company's filings and press releases on SEDAR and the Canadian Securities Exchange.
During today's conference call, Curaleaf will refer to non-IFRS measures that do not have any standardized meaning prescribed by IFRS such as pro forma revenue, adjusted EBITDA and managed revenue, the definitions of which may be found in our earnings press release. Please note that all financial information is provided in U.S. dollars, unless otherwise indicated.
With that, I'd like to turn the call over to Executive Chairman, Boris Jordan.
Good afternoon, everyone, and thank you for joining us. Today, we once again announced record breaking results for the fourth quarter and the full year, as well as Curaleaf’s intent to acquire EMMAC Life Sciences Group, Europe’s largest independent cannabis company. The acquisition makes us the first U.S. MSO to meaningfully enter Europe. This is very exciting news for us and a true inflection point in our growth and long-term strategy.
Upon closing, EMMAC will provide Curaleaf a strategic growth platform into the European market with a population of 748 million people, more than twice that of the U.S. population. While the current size of the European market for medical or wellness cannabis is estimated at over $1 billion, analysts indicate it will surpass $5 billion in the next three years. Over the long-term based on consumption habits we have seen in the U.S., we believe that Europe will grow to a more than $120 billion total addressable market opportunity. This is all in addition to our current leadership position in the U.S. cannabis market, which had another breakout year.
According to BDSA, legal sales of cannabis in the U.S. hit a record $17.5 billion in 2020, up 46% from 2019, with Curaleaf’s growth far outpacing the market. By 2026, BDSA predicts the legal U.S. cannabis market will reach $41 billion in annual sales representing a curve of 15.3%. We remain committed to being the largest global player in the industry, and the EMMAC acquisition is our first step towards engaging world markets. We'll get to more details on this deal in a moment.
I want to take a moment to thank all of our team members for their hard work, perseverance and unwavering commitment to our patients and customers. Despite the increased challenges in the fourth quarter brought on by second surge in COVID that impacted the lives of our employees, customers, and communities, and operations, we still had a record quarter and year. This is a testament to our team's dedication on behalf of the entire management team and our Board of Directors, thank you, everyone.
As someone with extensive experience in emerging high-growth businesses across large new addressable markets, I can tell you I have seen global paradigm shifts before, and I truly believe that this is where the cannabis industry is today. The acceleration of states and countries putting cannabis legalization on the agenda continues, and in 2021, I believe will be a transformative year. The future of cannabis will be won by those who are investing aggressively in growth and scale, where today Curaleaf is leading the pack.
With fresh political support from the White House, both houses of Congress and increasing momentum around adult use at the state level, the prospects for federal legalization and transformational benefits for Curaleaf and the industry are very encouraging in the near-term. Accordingly, we are planning and investing across multiple time horizons, ensuring Curaleaf is well positioned to leverage every opportunity today while setting us up for tomorrow.
As we look ahead, we are laser-focused on executing on our strategy, which is centered on three key areas; first, extending our U.S. leadership by continuing to build out our national platform and winning brands; second, building the foundation and infrastructure to rapidly capitalize upon federal legalization; and third, taking the strategy to the rest of the world as the global leader in cannabis. Our strategy to build national scale and national brand is on track and it's being led by Joe Bayern, our newly appointed CEO, who brings an extensive career of top-tier consumer packaged goods experience to the helm. Joe will go into more detail on our national platform, our brands, and building out our capabilities to support our U.S. growth strategy, and I'll talk in a moment about our global expansion.
Regarding our financials, in the fourth quarter, we've generated record managed revenue, which surged 186% versus last year to $233 million, 21% higher versus the third quarter. All this was achieved despite some softness, primarily due to a larger-than-expected COVID outbreak in the fourth quarter, underscoring the overall resiliency and strength of our business as well as industry demand. In 2020, we generated record annual managed revenues of $653 million, up 161% from 2019, and a record pro forma revenue of $767 million.
Our growing scale and operating efficiencies also allowed us to drive record adjusted EBITDA profitability in 2020 with our adjusted EBITDA rising an impressive 456% year-over-year to $144 million. We achieved these remarkable results by aggressively investing in growth across our business from cultivation to manufacturing and distribution, innovation and brand building, all backed by research and science.
To support our long-term growth strategy and to further strengthen our balance sheet, we moved opportunistically to leverage the momentum in the capital markets in January, successfully closing an equity capital raise for approximately $250 million in growth proceeds. We also successfully completed a new $50 million revolving credit facility at an interest rate that was 275 basis points below the cost of capital from the debt raise we completed just a year earlier. We have the right to refinance all of our debt in January of 2022, and we fully anticipate that we will refinance those facilities at much lower interest rates than we have today.
In aggregate, we raised $290 million of net proceeds. These significant capital infusions directly support our ability to further extend our leadership position in the U.S.-Canada’s market through high return organic growth initiatives, as well as opportunistically through potential strategic acquisitions. As I've said before, we are playing the long game, and I believe that when creating an industry leader, management and the board need to make bold strategic moves.
Perhaps most importantly, Curaleaf is now well positioned for the opportunities that will be created by potential U.S. federal legalization. The democratic sweep of the presidency and both houses of Congress represented a seminal moment for accelerating the path to liberalizing the U.S. cannabis policy. I believe this new green wave of political momentum will pave the way for passage of the SAFE Act this year, opening up critical banking services to the cannabis sector, increasing access to liquidity, lowering the cost of capital and potentially offering a pathway to a major stock exchange up listings for U.S. cannabis companies, as well as the potential for 280e tax relief. It's also worth noting that with the recent developments toward adult use legalization in Mexico, combined with the current status of cannabis in Canada, the U.S. will be literally sandwiched between two large countries moving forward, increase liberalization of cannabis use.
Regarding the third phase of our growth strategy, with the announcement today of our intent to acquire EMMAC for $50 million in cash, and approximately 17.3 million subordinated voting shares, we are creating a strong European presence and an international growth platform for our operations and brands further differentiating Curaleaf from its peers. This highly strategic acquisition provides a transformational launching point into the European cannabis market, building on our market leading position in the U.S. and establishing Curaleaf as the global pure play cannabis market leader by revenue and geographic reach.
For context, this transaction is similar to buying into the footprint equal to Curaleaf’s U.S. presence back in 2017, at a similar valuation. But EMMAC has twice the revenue of Curaleaf at that time, and as I mentioned, has a larger potential addressable market than the U.S. This transaction is yet another representation of our board and management team making bold moves to drive shareholder value.
As Europe's largest independent cannabis company, EMMAC brings a wealth of experience combined with existing vertical platform of cultivation, EU GMP processing, distribution and R&D operations across several key European medical cannabis markets, including the United Kingdom, Germany, Italy, Spain, France and Portugal. Europe's medicinal cannabis market has been growing steadily in the past three years with multiple jurisdictions, introducing medical cannabis programs in key European countries, beginning to show signs of strong acceleration. The UK has seen 40% month-on-month growth in the number of patients and prescriptions since June 2020. Germany, Europe's largest medical cannabis market has over 100,000 active patients. Italy has more than doubled its importation of medical cannabis between 2019 and 2020.
With regards to advanced cannabis product development, EMMAC is at the forefront of scientific innovation and has established research partnerships in place with world renowned institutions, such as Imperial College of London, designed to provide more clinical data to underpin the growing medical cannabis market. The consumer and political liberalization trends around cannabis that are sweeping the U.S. are increasingly taking hold across Europe. An estimated 90 million people are consuming cannabis in Europe with prevalence rates above 10% in some of the larger countries. This reality is pushing governments to reconsider their policies, strengthened support to reduce the police burden of enforcing marijuana related crimes and increasing taxes from legalized production.
The Netherland and Switzerland are planning to launch recreational pilot projects by the end of the year. Israel is also expected to legalize recreational use in early 2022 and Luxembourg in 2023. In Spain, Italy and Germany, and France and Malta, political initiatives, including in some cases drug laws are being discussed and could soon unlock the full potential of wider European market. We believe Europe will evolve to become a cannabis marketplace that will eventually rival the U.S. It also provides a foothold for future expansion into Eastern Europe, where cannabis legalization is well-established in Poland and Croatia, and it's being discussed in Ukraine. It also pays away for entry into South Africa and Morocco, which are both exploring proposals to introduce legalization.
EMMAC is also leading the industry in terms of cost efficiency for production of medical cannabis flower, and has established a pharmaceutical grade supply chain, all led by best-in-class management team. I want to stress that this acquisition will not detract from our U.S. strategy. Given we have plenty to do in the U.S., the EMMAC management team will continue to lead the company while Curaleaf executives continue to focus on our U.S. expansion strategy. Antonio Costanzo, EMMAC’s Founders and CEO will become the CEO of our European entity and a senior member of our management team.
We expect to close the EMMAC acquisition early in the second quarter based on securing of all required regulatory approvals and normal closing conditions. While Curaleaf’s balance sheet can comfortably handle this transaction, we're also in discussions with strategic partners regarding a potential investment at the EMMAC’s European subsidiary level to provide further funding to expand our new European business. A key differentiator of the European market is the lower level of capital intensity anticipated to fuel growth.
With the ability to operate the EMMAC European business across country borders, we can deploy a capital-light model with one or two cultivation sites and one manufacturing center to serve the entire region in most cases, compared to the U.S. which requires fully vertical integrated in each state. The difference has enormously positive implications for our ability to quickly and efficiently scale the business across Europe. As such, we do not anticipate raising any additional capital to fund our European expansion beyond the targeted outcomes of the affirmation strategic partnership thoughts.
Looking forward, we expect 2021 to be highlighted by further record-breaking financial performance with total IFRS revenue in the range of $1.2 billion to $1.3 billion representing year-on-year growth of 84% to 99% versus our 2020 reported managed revenues, and adjusted EBITDA continuing to scale higher, as 2021 progresses with full year 2021 adjusted EBITDA margins rising to approximately 30%. In closing, I couldn't be more pleased with the performance of our team and what we achieved in 2020 in Curaleaf as well as the growth opportunities that lie ahead.
With that, let me turn over to Joe Bayern.
Thanks, Boris, and good afternoon, everyone. I'm thrilled to be taking the helm of Curaleaf at this pivotal moment within our history and our company, and extremely encouraged with the progress we've made in 2020. We're continuing to build our team's ability to execute against our strategy and to scale what is already the largest retail cannabis presence in the United States. And with today's announcement, we are embarking on the next phase of achieving our ambition to become the global leader in cannabis. I look forward to working with Antonio and the rest of his management team as we build out Curaleaf’s international presence. Since it's the first time I'm speaking to you as the CEO, I thought it would be helpful to share why I feel there's never been a better time to be at Curaleaf who are part of the global cannabis industry.
Like most people, I think the current political landscape will certainly lead to acceleration of growth, and I believe Curaleaf is uniquely positioned to win due to four fundamental reasons. One, at Curaleaf, everything we've built has been focused on a singular purpose, to build brands, people love and products that meet the needs of our consumers better than our competitors. Two, we have an unparallel platform to build on in the U.S. and now in Europe as well. Three, we have an incredibly talented and experienced management team and a highly motivated workforce. And four, we have an incredibly supportive shareholder base with a long-term perspective required to build industry businesses, as well as the experience of helping to change industry and societal paradigms. I believe that over the next few quarters, we'll see tangible evidence that our strategy is working.
Moving forward, we will continue to focus on six strategic priorities to continue to build sustainable competitive advantage; one is to build out our national distribution platform and completion of the rebranding of our retail footprint; two, to increase our investment in research and development and product commercialization; three, to scale cultivation, to prepare for a national cultivation model; four, to drive efficiencies across our national manufacturing footprint; five, to build out our technology platform, including e-commerce, marketing analytics and transaction processing infrastructure; and six, develop world-class expertise by continuing to attract, train and retain the best talent in cannabis.
So how are we doing? Let me take you through a few details on how we're executing against these initiatives. We continue to build our footprint in the United States from both the strategic retail and wholesale presence. This robust geographic foundation serves as a platform for our national distribution and brand marketing strategies. On the retail side, we started 2020 with 51 dispensaries across the U.S. and we ended 2020 with 96 dispensaries, an 88% increase. In the early days of 2021, we have opened an additional five dispensaries bringing our total today to 101, with an additional 37 licenses available to us for further development.
In 2021, we anticipate opening an additional 23 dispensaries across our national footprint. This allowed us to move from seeing approximately 85,000 unique patients per month in January 2020 to almost 170,000 patients per month today, all by expanding our average order value from $80 to $135. As we move into 2021, our footprint now covers over 190 million Americans, and we continue to invest in best-in-class consumer retail experiences with more of our locations offering a more contemporary and welcoming environment.
The fast growing wholesale side of our business, which includes our national lifestyle brand, Select, is a key driver in expanding the size of our total addressable market, supporting our nationally recognized brand strategy and lengthening and already impressive runway for longer term growth. Select is now distributed in over 1,700 retail outlets nationwide, up from 800 at the start of 2020, 116% increase, and we expect wholesale distribution to surpass 2,000 locations in the second quarter. As we continue to build the first now international cannabis brand, we remain intensely focused on launching Select in all of our U.S. markets and preparing for its launch into Europe, introducing new consumer preferred form factors and attracting new consumers to the cannabis segment, and realizing cost synergies by integrating Select’s supply chain within Curaleaf’s vast production infrastructure.
During the fourth quarter, we introduced Select to Ohio, Illinois and Pennsylvania. And in February, we launched in Utah, making Select available coast to coast in a total of 17 states. On the R&D front, we are seeing consumers actively look for forms of consumption beyond flower, which aligns with our focus on developing a broad and deep portfolio of formulated offerings across product categories.
Early data from our first national consumer segmentation study supports that the majority of new consumers entering the category are doing so for either medical or health and wellness related reasons and those consumers are less likely to adopt flower as the primary form of consumption. Over time we believe that smokable flower will drop to roughly 25% to 30% of the overall market with 70% to 75% of the market moving to highly formulated products, which will further drive new customer penetration and adoption. That's where we see the future. And that's why we're significantly increasing our investment in research and development in 2021.
This investment will be focused on cultivation and extraction technologies, development of proprietary emulsion technology to increase the absorption and bioavailability of formulas into the body, flavor systems to form the basis for new product development and commercialization of new products. This includes our new R&D facility in Massachusetts, where we have 15 scientists working on roughly 600 new product variations, currently under different stages of development. We are the only cannabis company that will have the platform to enable national product launches this year. Launches that will look much like other large national CPG companies typically do.
That's never been done in cannabis, but we believe this will be the key to capturing market share over time. While bringing highly differentiated products and breakthrough technologies to market we'll start to see some of the benefits over the next several months. For the valued consumer in the vape category, this week we launched Select Essentials, a proprietary blend of great tasting products based on their top selling strains across our portfolio in our new proprietary gravity cartridge. For the new vape consumer later this month, we will launch in Select Fresh, a lighter, smoother product in our new proprietary Go Hardware.
And I'm pleased to announce that in April, we will do our first system-wide launch around a product called Flex Squeeze. A nano emotion-based THC beverage enhancer that we believe will be instrumental in making cannabis accessible to all as a discreet, portable, fast acting product for a number of different usage occasions. We believe this product is a game changer for accessibility to a wide variety of consumer segments from the connoisseur to the cannabis curious. Like the Essentials, Fresh and Squeeze, along with the existing Elite Live vape and Nano Gummies enable us to drive growth across a multitude of consumer segments and use educations.
In addition, we are planning to release a number of new products in both THC and non-THC formats in the second half of 2021 as a direct result of our investment in R&D and consumer insights. But obviously you can't develop world-class products without world-class quality cannabis. In 2020, we invested heavily in our cultivation capacity to help prepare for new adult use legalization driven demand in a number of key States.
Total cultivation capacity across our 23 State footprint increased by about 450,000 square feet to total nearly 1.8 million square feet as of year-end, a 33% increase. In 2021, we currently expect to bring online 275,000 square feet of new flowering cannabi with key expansions in Arizona, Florida, Pennsylvania, Illinois and New Jersey among others. We are also actively building our capabilities regarding large-scale outdoor cultivation to bolster our footprint of indoor and greenhouse facilities. Expansion of our outdoor cultivation will help reduce our overall cultivation costs and is a key component to our longer-term strategy and readiness for federal law change.
And it's not only in cultivation where we're realizing efficiencies of scale across our manufacturing footprint we've done a lot of work to centralize and manage several initiatives in order to ensure quality standards, scalability and consistency across all markets, including the implementation of lean-manufacturing principles, the formation of a new manufacturing engineering team to help commercialize products more efficiently, and the expansion of our national product quality team.
On a technical capabilities front, we're continuing to improve our technology platform, including implementing a new e-Commerce solution, ramping up our marketing analytics capabilities and transaction processing infrastructure. We're also expanding our data and analysis teams, and upgrading digital reporting and CRM tools to meet our marketing needs to understand all of our consumers better.
On the talent front, I'm pleased to say that our growth strategy includes a commitment to recruiting and retaining the best people in the cannabis industry at every level. In 2020, we brought in over 2,400 new people and we expect to hire another 1,500 this year. You can't develop high quality products without high quality science and you can't build a world-class company without world-class talent. As you know, the cannabis industry is creating new jobs and new opportunities, and we're proud to be leading that growth.
With operations in 23 States, we have too many exciting developments for this call, but I thought it would be helpful to highlight some initiatives from a few of our key strategic markets. In Arizona, they've moved quickly to an act adult use following the successful November ballot initiative. On January 22, we began serving new adult use customers across our eight in-state dispensaries with a ninth dispensary targeted for opening in the second quarter of 2021. While it's early days, we have seen our average revenues in Arizona increase by 75% to 125%, depending on the location. We expect this to continue throughout the year and we recently completed construction on a 50,000 square foot indoor cultivation expansion, that will double our cannabi to prepare for that growth.
We expect that New Jersey, which also recently approved adult use of cannabis and has a 1.5 times the population of Colorado will exceed the 2.2 billion in sales Colorado saw in 2020. Curaleaf already has over 30% medical market share according to most recent public data. We anticipate the State will open for adult use sales by fourth quarter of 2021 and we are investing heavily ahead of the launch to help meet expected demand. By the end of the second quarter, we will double our cannabi square footage and open two additional dispensaries. Giving us the maximum allowance of dispensaries and the largest grow capability in the State with only 12 current licensees.
As expected, New Jersey appears to be creating a domino effect we anticipated, triggering a wave of potential adult use legalization across the highly populated Northeast market with New York, Pennsylvania, and Connecticut, and Maryland likely to follow suit. These States represent a projected $6 billion worth of new addressable market opportunities and Curaleaf is the only MSO with a leading retail and wholesale presence in all of them. And we will have the largest retail business in Pennsylvania with 18 stores opened by the end of 2021.
Notably New York's Governor Cuomo announced a proposal on January 6, to legalize and create an equitable adult use cannabis program as part of the 2021 State of the State. And we're seeing very positive momentum toward establishing adult use in New York in 2021. We also continue to see impressive growth in our key States of Florida, Massachusetts and Illinois, where we continue to expand our capacity and the range of products offered to our consumers.
In Florida, the productivity of our 50,000 square foot indoor grow is hitting the market. We recently completed construction of a new 100,000 square foot hoophouse on our Homestead Campus and we plan to add an additional 50,000 square feet of indoor cultivation capacity in late 2021. In Illinois, we're in the process of completing a new 55,000 square foot greenhouse by the fourth quarter of this year. In addition, we now have nine operational affiliated dispensaries with a tenth and final location expected to come online later this month for the maximum number of retail licenses permitted by a single operator. As I said, there are too many exciting initiatives across our company to address on this call, but I'll be happy to address specific questions as part of the Q&A section.
Finally, I'm also pleased to report progress on our corporate social responsibility platform Rooted in Good, which made some significant commitments in diversity, equity and inclusion, social equity, and social partnership programs all of which are increasingly important as our industry moves towards broader mainstream acceptance. Through our Rooted in Good initiatives, Curaleaf aims to do business with 420 new cannabis brands, suppliers and advocacy organization from underrepresented communities in the cannabis ecosystem by 2025.
We've also launched a robust mentorship program with our executive round table commitment and plays to employ at least 10% of all 2021 new hires from communities directly impacted by previous cannabis legislation and have committed to contribute at least 1 million to community programs that address collateral consequences associated with marijuana related offenses. I'm very proud of our team for leading these initiatives. As I said, there's never been a better time to be in the cannabis industry or a better time to be part of Curaleaf.
We have a lot to be excited about and I'm proud and energized to be part of this great team. Now I'll turn the call over to Mike Carlotti.
Thanks Joe, 2020 was a tremendous year for Curaleaf and our financial performance reflects that. I'll start with a summary of our financial results followed by our guidance for the first quarter and full year 2021. We once again, posted record quarterly results as we remain focused on generating strong top line revenue growth, as well as posting our seventh consecutive quarter of record adjusted EBITDA all as we focus on driving long-term value creation for our shareholders.
Pro forma revenue for the fourth quarter, which includes a full quarter of the recently acquired Grassroots assets, net of assets held for sale was a record 238.8 million. Fourth quarter IFRS revenue was a record 230.3 million up 205% over last year and up 26% sequentially, driven by strong revenue growth in Florida, Massachusetts, New Jersey, New York, Michigan, Illinois and Pennsylvania. During the quarter, we experienced some weakness relative to expectations in certain markets driven by holiday spikes of COVID-19, substantial disruptions in our own supply chain due to a meaningful increase in employee COVID-19 cases versus the third quarter as the U.S. experienced a resurgence in the infection rate, the delay of additional stimulus checks and continued high unemployment.
We believe that these impacts will be short with, as the vaccine rollouts continue to scale higher, leading to an expected reduction in COVID cases as well as the revamping of economic activity, particularly in areas that have been negatively impacted by the pandemic related shutdowns. That said retail average spent per patient per month increased 5% from the third quarter and Curaleaf patient growth increased 10%.
IFRS revenue for the year was a record 626 million, up 184% versus 2019. For clarity, now that we have successfully consolidated all the remaining managed revenue operations into our IFRS total revenue reporting metric, there will be no need to report managed revenue going forward, which will greatly simplify our revenue reporting. In addition, in fiscal 2021, we intend to change our accounting reporting standard from IFRS to GAAP. We believe that this will make it easier for investors to understand our results, as well as compare them to other companies who report in GAAP. This step will also further position us for an eventual listing here in the U.S.
Retail revenue accounted for 71% of total sales in the fourth quarter and wholesale accounted for 29% of total revenue. For the full year retail revenue is 68% of total sales and wholesale is 26% with management fee income representing 7% of total sales. Our gross margins on cannabis sales in the fourth quarter increased 970 basis points to 47.8% as compared to the fourth quarter last year. The increase was primarily due to higher operating capacity of the company's cultivation and processing facilities in several States.
Also as mentioned in previous calls, while we do expect our gross margin from cannabis sales to trend upward it will continue to fluctuate quarter-to-quarter based on our investment cycle in processing and cultivation as we continue to expand and bring new facilities online. Over time, we expect this fluctuation to moderate as our investments continue to ramp and the capital intensity of our investments begin to cool.
SG&A for the quarter was 68.3 million as compared to 36.2 million in the prior year period and 72.7 million in the third quarter. The decrease from last quarter was primarily due to lower one-time charges incurred during the quarter, adjusted for one-time charges SG&A for the quarter was 65.4 million as compared to 54.8 million in the prior quarter or 28.4% of IFRS revenues a decrease of approximately 160 basis points compared to the prior quarter.
As we identify additional synergies, particularly from Grassroots and continue to scale our overall operations, we expect our SG&A to continue to decline as a percentage of revenue resulting in additional operating leverage. Income tax expense for the quarter was driven by an increase in gross profit of subsidiary subjected to ATG[ph], increased deferred taxes associated with the increase in biological assets, lower management fee income, higher non-deductible stock compensation, expense and unrecognized deferred tax assets on current year loss.
We reported record adjusted EBITDA of 53.8 million in the fourth quarter up 289% year-over-year and up 27.2% sequentially. Adjusted EBITDA for the year was a record 144.1 million up 456% from 2019. The improvement in adjusted EBITDA was primarily due to continued scaling of operations and higher gross margins across several States, notably in Arizona, Florida, New York and New Jersey, as well as the contributions from Select and Grassroots.
As anticipated fourth quarter adjusted EBITDA margin was 23.4% of IFRS revenue, roughly flat as compared to the third quarter, primarily due to the conversion of ATG from managed revenue to consolidated entity in early October. Additionally, when we closed the Grassroots transaction, we inherited certain corporate overhead costs that impacted the fourth quarter, but are now being harvested as synergies. We expect to achieve full cost synergies from Grassroots in the first half of 2021.
Net loss attributable to Curaleaf Holdings for the fourth quarter of 2020 was 35.3 million compared to a net loss of 26.6 million in the fourth quarter of 2019. Due to our inquisitive nature, we believe adjusted EBITDA is still the best measure of our performance as it excludes the impact of the 60 million of non-cash charges related to biological assets, depreciation and amortization and stock-based comp as well as 2.9 million of one-time items incurred during the quarter.
Stock-based compensation expense of 16.1 million in Q4 was elevated due to increasing options and restricted stock grants during the period, as well as catch up of share-based comp expense related to the fair value of options rolled over from our Select acquisition. We expect share-based comp expense to return back to third quarter levels in the first quarter. Net loss for the year was 61.7 million versus 67.2 million in 2019. Please note we have provided a reconciliation of net loss-to-adjusted EBITDA in our press release.
Moving on to the balance sheet, as of December 31, 2020, we had 73.5 million of cash on hand. Our fiscal year-end cash balance does not reflect the recent debt and equity raises completed in early January. Cash decreased by $11 million in the fourth quarter, primarily due to $56.1 million of capital expenditures offset by $19.2 million of cash from operations. Cash from operations was negatively impacted in the fourth quarter by $40.3 million due to the non-cash forgiveness of the note receivable from New Jersey at acquisition.
Moving on to our outlook for growth and our financial guidance, for the first quarter of 2021 despite tough weather conditions in several of our markets and the continued impact of COVID-19, we expect to generate IFRS total revenue in the range of 250 million to 255 million representing year-over-year growth of 138% to 143%. Based on our confidence in our outlook, we are also introducing full fiscal year 2021 IFRS total revenue guidance of $1.2 billion to $1.3 billion, representing year-over-year growth of 84% to 99% versus 2020’s reported managed revenue. This guidance does not include any contributions related to the proposed and pending EMMAC acquisition.
Our full year growth will be fueled by a number of key drivers including additional cultivation capacity coming online in key States, such as Arizona, Florida, Pennsylvania, New Jersey and Illinois. Our expanding retail dispensary presence particularly in Florida, Pennsylvania, New Jersey, remain a strong pipeline of new product offerings. From a margin perspective, we expect improvements in gross margins driven by increased cultivation capacity, increased fixed cost absorption and additional synergies from Grassroots to drive improved adjusted EBITDA margins in 2021. We expect that our adjusted EBITDA margins will improve each quarter during 2021 with full year adjusted EBITDA margins reaching approximately 30%.
Our weighted average shares outstanding was 660.4 million as of December, 31, following the closing of our previously announced stock offering in January of 2021, we issued approximately 19 million shares and as a result shares outstanding as of March 8, 2021 was 684.2 million. With that, I'll turn it back to the operator to open the line for questions.
[Operator Instructions] Our first question comes from Matt McGinley with Needham. Please go ahead.
Thank you. My first question is on the retail productivity in 2021. You'll be adding stores in lower volume states like Florida, but also in what I assume will be much higher volume stores in states like New Jersey. I guess can you give us any color on what that unit productivity would look like over the course of 2021? Would your revenue per unit grow over that mix on new units keep productivity from expressing much upside?
Yes. Hey, Matt, it's Joe Bayern. As you know, the metrics vary by state. As you pointed out, adding stores in Florida isn't going to have the same impact as potentially heading our state's stores in New Jersey. But one of the things we've been pretty pleased with is we're seeing a progression on not only number of new patients we're adding into our dispensaries and the average order of volume, but we're increasing our average ticket value as well. We've gone from 80 to 135 throughout 2020. So we fully expect to continue to see progression of our average order values, not only because we're adding states which have average higher ticket prices like Chicago, like Illinois and Pennsylvania, but we're also finding that people are trading up on different platforms. So instead of just buying flower, they're buying flower with pre-rolls or they're buying a vape and then an edible. So we're continuing to build our volume by adding incremental sales to every patient visit, and we expect that to continue in 2021.
Great. And then on the CapEx side, I didn't hear a number for – guidance for 2021 CapEx. Can you I guess frame what that should roughly look like this year? And do you have any sense of what the maintenance CapEx or ongoing CapEx spend would be relative to the growth CapEx that I think was more dominant in your spending in prior years?
Yes. So this is Mike. We spent about $126 million in CapEx in fiscal 2020. I would expect that number to be roughly similar in 2021. Maintenance CapEx is really small relative to growth CapEx. It's a fraction of what we're spending. So most of that CapEx that we spent in 2020 and 2021 will be for growth initiatives.
And Matt – hey Matt, this is Joe. And the only thing I'd add to that is, as we see the changing landscape in the U.S. legislation landscape, we might accelerate some of the backend projects and some of the 2022 projects we'll might be able to pull into 2021. I mean, obviously, how quickly states like New York pass adult use and what the parameters are for when they could get the program started will dictate some of the investment. But we'll continue to try to invest ahead of those programs wherever we can to try to accelerate growth.
Yes, that's a good point, Joe. And that's one of the reasons we did the capital raise in January so that we had sufficient capital on hand to take advantage of any new opportunities that may arise in 2021 because of all the changes in who's running the country these days.
Yes. Okay. Very helpful. Thank you.
The next question is from Pablo Zuanic with Cantor Fitzgerald. Please go ahead.
Thank you. Boris, one question, obviously you're preparing for the interstate trade, right, you’re going to operate without it, every state being an island. And as you described, you're going to operate – we have interstate trade. So in your opinion, is that something that happens pretty soon as we begin to get federal legalization? Other people have thought that interstate trade would take awhile, even if we get federal legalization. That's the first question.
And second, and related to that, and I know these are crystal ball questions, but once you get a federal legalization and you have interstate trade, what's the need for more stores? If e-commerce is allowed and you can ship across states, how does that color your thinking about investing in the stores? Thank you.
Thank you, Pablo. Let me start with the first question. I think our view on interstate traffic, sorry, interstate commerce is probably closer to the end of the current administration rather than the beginning. We think that if the Republic, if the Democrats can gain a much bigger majority in the Senate, then they're likely to be able to get that legislation through. We don't think it happens in the next two years. We think we get something addressing social equity issues and safe banking over the next 12 months. I don't think though that we get full legalization in this period of time, they just don't have the votes. That's what our lobbyists are telling us.
We do though however think that they can hold onto their majorities going into the second term in popularity, and more states continued to move to adult use like New York and Pennsylvania. We think that they'll be forced to address the issue in the second half of this administration. And so at that point in time, we think that it would probably pass.
Now what we're starting to do now, because this is a process that takes time is we're starting to plan for that. We think it's inevitable, it's going to happen. And so what we're doing is we're starting to pick based on water tables based on weather, based on everything. We're starting to pick locations around the country where we would cultivate and working also on genetics to make sure that we can bring our average cost of cultivation down substantially. And so you'll hear from us over the next trailing months on both joint venture initiatives, as well as acquisitions, where we are going to be focusing on that area of cultivation in order to bring those costs down dramatically and prepare for the interstate commerce situation. So that's what we're doing there.
On the issue of the stores, none of us really know how they're going to legalize the distribution of cannabis when they get to it. I still think that the early law that will get passed will be quite restrictive only because it's an early law. We've seen that in medical, we've seen that in the states. So what they do is they pass a restrictive law and then they start to liberalize it as time goes on. I suspect that stores and dispensaries are going to be the most, probably prevalent way that they will be distributing – they’ll pass the distribute cannabis because they want to control that it doesn't get into the hands of minors. And so I think the stores will still play a role.
I also think direct-to-consumer like in California and other places will play a role. And so Curaleaf is also preparing itself for that model and we're building out a very robust direct-to-consumer model, and you'll start seeing us roll out that model in many states during 2021 going into 2022. So we want to be prepared on both fronts, but I do think that the brick and mortar stores will still play a prevalent role at least over the next five to seven years in the distribution of cannabis and that's why we continue to invest. However, obviously the bigger part of our investment is definitely going onto the wholesale side with Select, where we're starting to really focus on product development and more importantly on distribution to as many possible stores as we possibly can. So today we do capture a lot more margin by selling at our own stores, but obviously the future is going to be in national distribution on a wholesale basis. And so that's where the company is focused.
Thank you. That's very helpful. Can I squeeze one last one?
In the whole subject of brands, I mean, we hear about Seth Rogen, JC, we hear about all these celebrities, right? From my point of view, Select and Curaleaf, those are just the two main brands that you have. It seems like you need a lot more to be a national player. You're coming out with these very interesting extensions of Select, but do you need more brands in the portfolio? And what do you think about celebrities’ brands? Thank you. That's it.
I have a double – I've a mixed view on that. I think that celebrities have definitely helped certain brands at different fields in the world, whether it would be – there are certain consumer brands, et cetera, but at the moment that's a very high cost. I really watch the value of every dollar that I spend in this company. And I think that, although we are talking to some, we are keeping our eyes open to making sure that we do the right thing, but I think we're going to approach it a little bit differently than some of the other companies did.
What sells the product, Pablo, is quality. And if you have the best form factors and you have the best quality, people will come and buy your product. And Apple wasn't sold originally by any celebrity, Apple was sold by the fact that it was the most innovative, the best product on the market. And so that's where Joe B and I are focused on is making sure that we've got best quality formulations and the best products and the most innovative products that we can sell and broaden the consumer base. And that's really where our dollars are going today.
Got it. Thank you.
And again, if you don't mind, I'll just elaborate. This is Joe Bayern. I mean, today we have two brands because that's where we believe the consumer landscape is today. There are broadly two usage occasions in the market. There are people who are consuming for health and wellness, and there are people who are consuming on adult use and lifestyle. As the landscape changes, and as it develops and emerges, and different segments emerge, we'll think about creating brands that are appropriate for those segments. But today there's really just two broad segments of the marketplace, and we want to have the number one brand in each of those segments, it's very simple. So that's why today we have two cornerstone brands. We also have Grassroots, which is another brand that is obviously important to us, which is focusing on flowering concentrates. But as the market develops, you'll start seeing the proliferation of brands.
And to Boris’ point, what we've seen so far is people taking celebrity names and slapping on products without a lot of differentiation, doesn't seem to be working in our space. So we're very focused on efficacy and functionality and quality of the product because that's what's going to drive consumer demand at the end of the day.
The next question is from Vivien Azer with Cowen. Please go ahead.
Hi, this is Gerald Pascarelli on for Vivien. Thanks very much for taking the questions. So my first question is on the EMMAC announcement today. It seems like from the press release that they're going to expand considerably in Portugal. And so can you just provide some color on going back to CapEx on the overall levels of CapEx that's going to be needed for this expansion. Any color you could provide there would be helpful. Thank you.
Yes. So the EMMAC business is very – the European business is very different than the U.S. business. We do not have to silo in every single country. We can build centralized manufacturing and grow operations and distribute throughout the whole continent because it's a federally illegal business in Europe, unlike what we're dealing with in United States. So because of that we are going to use the Terra Verde platform in a location in Portugal to continue to expand the cultivation operations, as well as Spain, where they have built pharmaceutical-grade manufacturing capabilities because Europe demands a much higher grade product or a much more formulated product because it's a pharmaceutical model. Many people don't understand that the European cannabis market was very much at the moment a pharmaceutical model. So the standards of manufacturer are very, very high, and we will be using those facilities and we will continue to invest in those facilities.
Now, but because of the systems the CapEx to be honest is not meaningful. It's not something that's very substantial. And as we said, we are in negotiations with a strategic partner that will invest at the European level into our business. And we will use that capital in order to continue to expand the business both on an organic basis, but also on an M&A basis. We intend to be very, very aggressive in Europe on the M&A front in order to continue to build out our footprint both in distribution and mainly in distribution, but also in some strategic partnerships with a variety of different companies in Europe that are working on different products in the area of wellness in that market.
So we're very excited about the opportunity. It's a slightly different business than what we have here today. But Curaleaf is not – Curaleaf used to be a – our roots are grounded in medical. I mean, up until recently, we're largely a medical distribution cannabis company. Obviously, EMMAC is all medical at the moment. And so we're working very closely with them to build this out. So I don't think the numbers are going to be particularly meaningful. In a couple of weeks, when we announce our partnerships in the capital we'll get into it, but it's not meaningful to the overall Curaleaf platform compared to what we're spending in the U.S.
Got it. Thanks, Boris. That’s makes sense. I mean, I guess that’s a good segue. Maybe you're going to be providing more information in the coming weeks, but it was on your blended margin. If the deal does close in 2Q 2021, I guess, any high-level color you can provide on how that impacts the organization – the margin at the overall organization going forward I think would be helpful.
There will be – obviously, we will give more detail both on our analyst calls going forward. But there, we know this business pretty well. The margin will be in line with what Mike said for the overall company early on. So we're targeting a 30% EBITDA margin. And the European business is almost profitable. So it's varied, but don't forget, we don't have 280e issues in Europe. And so that business is definitely going to be net income positive into 2022 and very close to breakeven in 2021.
Got it. Super helpful color. Thank you very much.
The next question is from Matt Bottomley with Canaccord Genuity. Please go ahead.
Good afternoon, everyone. Thanks for taking the question. I just wanted to stay on EMMAC for a second. Can you give any more color description on sort of the classifications of revenues that currently exists on a trailing basis? Is it mainly exports out of Portugal? Are there other sort of ancillary business units there, just anything? And give some color on what the revenues – how the revenues are being generated currently, regardless if they're modest or not.
So EMMAC exports today from Portugal and from Spain to Germany, to Israel, to England and to Italy. They just also got selected in a development program for medical in France. All of their products has grown in Portugal, manufactured in Spain and then distributed out to these countries. And, yes, that's basically what they do. They distribute. So those are the markets that they’re currently distributing to. They're looking at both Holland and Switzerland this year, looking at adult use models, and obviously EMMAC is looking at entering both of those markets.
At Switzerland, they already have certain agreements on. Holland, they're working on in order to be able to acquire licenses in that market to get into the adult use market. But we anticipate continuing to use the Portugal and Spain facilities for both cultivation and manufacturing with probably an expansion of the cultivation facilities in Portugal.
Helpful. Thanks. And just one other follow-up for me on New Jersey. So can you give any more color on how that factors into your guidance some positive news flow there the other week? And if you have been more conservative with when that might come online, or if that's kind of why you have that $100 million range in your guidance?
Well, I mean, we have $100 million range because it's over the next four quarters. We're not currently factoring in adult use in New Jersey, just because the timing is still not crystal clear yet. I mean, we're optimistic that by Q4 we will start to see New Jersey adult use revenues, but again, we haven't factored that into our guidance range.
Okay. Thanks again.
The next question is from Aaron Grey with Alliance Global Partners. Please go ahead.
Hi, good evening, and thanks for the questions. First one on me, I wanted to ask on specific state, Florida, right? You guys had some cultivation expansion there as well as some recent retail rollout. So I wanted to ask about kind of the initial harvest and how those additional harvest kind of come from that and how you’re kind of looking at that overall market as you kind of continue to look to expand your overall kind of market position within that state? Thanks.
Yes. I mean, I think Florida continues to play an important role in our portfolio. It's obviously a big market as it continues to grow. And probably most exciting for us, we think that adult uses on the horizon sometime probably in 2023. So we want to make sure we're prepared for that because we could think – we think that's going to be one of the most compelling markets in the U.S. when adult use is available. But until then, we continue to build up our capacity. We've been capacity constrained in 2020. So I don't think the results that we've shown in 2020 are a fair representation of what we think we could do in the marketplace.
We're launching new products, but as you said, we brought our new cultivation. This is a second round of flower through our indoor grow. And I was there last week. And I can honestly say, it's some of our best-looking flower today. So we've gotten through the initial startup phase and commissioning phase of those buildings. And I think we're starting to see just across our platform, just better quality and better quantity of flower coming out from more grows on a month-over-month basis. So we're excited about that going into 2021.
We're looking for a step change in the marketplace because we have been capacity constrained, and I think we're going to have a lot of product available in the market this year. And we're looking to bring innovation into the marketplace through the launch of all the products we talked about on the call, including fresh and essentials and squeeze, and other innovation that we have in the pipeline. So we have a lot of exciting news in Florida, we're looking forward to being able to grab substantial market share over the next 12 months.
All right, great. Thanks for that. And then second question for me. You mentioned some disruptions in supply chain during the fourth quarter, also delay in stimulus checks. Just wanted to know, could you quantify or potentially talk about some of the specific States where you saw some of the disruption during the quarter? And then kind of going forward, how does that kind of play into your guidance in terms of stimulus now coming in and kind of the overall kind of consumer purchase habits? Obviously we saw a lift last year from COVID in terms of new average ticket? So want to know how it's kind of baked into your guidance and then in terms of the top, high and the low end in terms of timing of cultivation expansion how that plays into that? Thanks.
Yes. I can talk on that qualitative, but we don't really – we're not really quantifying the impact. I think it was just, we've seen a little bit of softness in the fourth quarter, but we think that's going to rebound in 2021 and doesn't dampen our enthusiasm for 2021 Aaron. Even though we did see some softness, we continue to grow our business. We continue to – as we reported on the operating metrics, get better across the board on all of our metrics. I think the supply chain disruption for us were – it's just harder to find trucks, it's harder to get supplies when people are out on COVID and it's harder for us to be able to ramp up and hire people when we've got COVID in our supply chain.
And we're trying to hire people in key States like Arizona. I think we are trying to hire 100 different people getting ready for adult use. But it was hard to get them badged, because the regulatory body wasn't working at full speed. We had constraints on supply in our manufacturing sites, because we had to keep spacing and we had people calling out sick. So I think most of that is going behind us. I feel pretty good about where – not to get too macro level, but I feel pretty good about turning the corner in the U.S. on the COVID front. And I think 2021 is going to be a really good year for us and for a lot of other industries, but I feel really positive about 2021.
Well, I'll just add a little bit Joe to say that, if you take a look at the BDS analytics numbers, you'll see that California definitely had a slowdown in the fourth quarter, Arizona, Nevada, Massachusetts. These were States that were hit particularly hard, particularly on the unemployment side. So it definitely hit the consumer and we saw it not only in our business, but I invest in a lot of businesses for my family and office, and we saw slowdowns in lot of these locations. I think that the stimulus check in December of $600 helped a little bit. And I do think that this current check is going to help quite a bit.
And I'm very bullish still for the second half of the year. I think we're going to go into an explosive growth environment in the United States with potentially 10% plus growth rates going into the end of the year. So I think, the next 12 months, I think that – the first quarter still has got some level of COVID still, but I think with vaccinations, economic activity and the employment numbers we’re showing, tremendous strength in the last number that we just saw. I do think that we're going to see much more activity on the consumer side going into the second, third and fourth quarter.
So all-in-all we're pretty happy with the way this thing is heading, but there's no question, there's no denying that in the fourth quarter and in early part of the first quarter, there was definitely people that are struggling in the country and unemployment rates in some of these States were over 25%. And these are a lot of those people that use cannabis. So there's no question we saw some softness, I think we saw it in Illinois with flat growth over a couple of quarters – over a couple of months, but now everything seems to be picking up. So we're reasonably bullish about the rest of this year.
The next question is from Scott Fortune with Roth Capital Partners. Please go ahead.
Good afternoon, thanks for taking the call. Maybe Boris on a political level, you just discussed about the industry as far as the interstate commerce, but what's the strength of a lobbying group versus candy alcohol, tobacco or pharma group, as you are dealing that with the Senate and with the consumer lead potential here? [indiscernible] commerce coming on board earlier, and kind of the pharma influence on the cannabis wellness segment becoming more of an FDA regulated GMP pharmacy model in the U.S. is that kind of – is part of the thinking of the acquisition side to address the GMP medical products in U.S., just kind of your thoughts are around Cannabis 3.0 as it moves into more of a GMP medical side of things potentially?
I think that first, let me give you the political landscape. The political landscape is that alcohol and tobacco are absolutely for legalization and are lobbying for legalization. And I can tell you that tobacco companies are out talking to cannabis companies, the alcohol companies are out talking to cannabis companies. They've bought into this trend. They think it's a huge market, they want it.
So there's no problem there. They're working together with the cannabis lobbies in Washington. The real opposition is definitely pharma, pharma right now is very powerful due to COVID. Pharma has still not found the way to manufacture synthetic cannabis. And so they are not necessarily pro-cannabis. And so they're very powerful. They have a huge hold over the FDA. And they're holding back of full legalization at this point in time.
Plus you do have, certain members of Congress and the Senate as well as the administration that come from the war on drugs era, the 1970s and 1980s, that still can't get their head around about the fact that did, they spent the bulk of their career fighting against cannabis and here we are legalizing in the whole country very quickly. I do think, however the trend is in our direction, the polling is very strong, if there's one bipartisan issue in this country that everybody can agree on, it's the legalization of cannabis. And we've seen that in a lot of the ballot initiatives that took place in November. So I do think that we'll probably get some kind of both banking as well as the interstate commerce legislation at the end of the Biden term probably that's what we anticipate.
Appreciate that. And real quick one, last one for me is, you guys have said only 5% to 10% of the U.S. population engaged in legal cannabis. Kind of what product formats now are you seeing or brands and segments of the category for cannabis really starting to resonate pretty quickly, it seems like edibles is moving up pretty quickly from that standpoint? On the kind of keep saying that you'll get down to 20% to 30% flower. Is that a high premium flower option that you guys are looking at around, growing indoor cultivation for it and then kind of the outdoor it's more infused segments? I guess Joe, if you can address that from a brand and pharma[ph] standpoint.
Yes, I think just to be clear for this – for the foreseeable future flower is still a big part of our category. I think, the latest BDS data showed it over 50%. So it's declining but it's still a very important part of the segment. But to your point, I think people will be switching to different form factors like edibles and beverages are two easily identified form factors that already part of the consumer experience of how people consume products in other segments and we're looking to bring those consumers into the cannabis segment.
So I think, we will continue to build out efficacious products and products that are specifically formulated to meet different need of States as a way to attract new consumers into the category. And to your point, I think on the flower end, you will get a bifurcation of flower that's grown for consumable flower. That will be probably more boutique-oriented or niche-oriented, high-end indoor growth and then outdoor will be used as raw material for formulated products. Obviously, that's how we see the market evolving over time.
Great. Appreciate the color. Thanks.
The next question is from Andrew Partheniou with Stifel GMP. Please go ahead.
Hi, thanks for taking my questions. Maybe just to talk about a little bit of the organic growth in the quarter, could you discuss or give any kind of metrics on same store sales growth, traffic, tickets sales, I think you mentioned a little bit about basket growth in during the call, but any more details around that, especially considering a little bit of softness that you guys spoke about and the potential revamp of demand in 2021?
Sure. This is Mike. So if you look at managed revenue in Q3, it was 193.2 million versus the 233 million in Q4. Keep in mind though that Grassroots closed on July 23, so had to close it on the first of the month of July, managed revenues in Q3 would have been about $13 million or $14 million higher. So that kind of gets you a little bit of a sense of organic growth. And really where we saw the organic growth was in several States, Florida, Connecticut, Massachusetts, Nevada, New Jersey, New York and several others, Pennsylvania, Illinois.
On the same store sales front, we haven't gotten to that metric yet. I think we will do so in the future. But like we said on the call, despite all the challenges we saw in the fourth quarter, average order value per patient did increased by 5% from the third quarter, patient growth was up about 10%.
Thanks for that additional color and maybe switching gears a little bit more of big picture. We previously talked about, where the cannabis industry is in the stage of the life cycle. Basically, just you need to build out capacity because every market essentially there is capacity constraints. And then the next stage would be to have innovation and compete against the black market. Then the third stage would be to bring in new consumers, the vast majority of Americans that have not yet tried cannabis. Could you discuss a little bit, given that we're still in the first stage here, how long do you think that that first stage of large production expansion can last? And obviously you guys are already starting to innovate, when do you think that would be a bigger – would contribute a bigger portion to growth going forward?
Yes, I think the – from our perspective there's not going to be a clear line of delineation on when the transition starts happening. It's going to kind of all evolve at the same time, but if you think about the size of the marketplace today, I think by some estimates, the illicit market is four times the size of the legal market today. So just grabbing share from the illicit market is a long runway of growth of market size in the U.S. cannabis industry.
Then if you think about bringing consumers in from other consumer segments, bringing in people who are currently consuming alcohol or using products in the health and wellness market for things like sleep or anxiety, are going all the way to the prescription drug market in the U.S. for the use of opioids for chronic pain relief, I mean that is a huge addressable marketplace. So when you think about – I mean, when we talk about an estimate of $75 billion to $100 billion, that might actually be conservative if you factor in stealing share from those other large growing consumer segments.
So we intend to try to do all of those things. We want to not only grab share against competitors of our existing legal marketplace. We want to continue to grab share from the illicit marketplace by offering new form factors and higher quality products, and bringing people into our category. And as we – we just did our first consumer, national consumer segmentation study and it's clear that new consumers coming in and even existing consumers are looking to move to other form factors rather than smokable flower in the future. So bringing in products that meet their needs without having to smoke flower is going to be another big growth area but then we're also looking at omnichannel distribution of our products.
So if we have something that works really well for sleep, we might have a version that has THC and sold in dispensaries, but we may also be formulating products with non-THC versions for health and wellness and that could be distributed through national drug chains. So we see – the path is very clear in our mind and how we start building out our revenue growth across multiple paths against different areas of the market segmentation. So again it won't be a clear delineation of, we're moved from line – Version 1 to Version 2 to Version 3. It's really about building capabilities across all of those. So as these consumers come into the marketplace, we're able to capture them.
Thanks. And if I could just sneak another one in here on the EU market, obviously very different dynamic from the U.S. market. Is it fair to say that, you guys are thinking more about establishing a footprint early, so that when these markets do open up eventually you guys are going to be well positioned. And in that sense, that's why you guys were talking about having strategic partners on the EU level to minimize your investments there for the time being until the markets become a little bit more meaningful in the context of the entire Curaleaf platform?
Listen, I'll take this one. I think we are very excited about Europe and I wouldn't do it if I wasn't. And I've been looking at where's the growth for Curaleaf going to come in 2023, 2024, 2025, substantial growth triple-digit growth. And as I started to look at Europe, I realized that Europe is literally where we were in 2017. And that's the status of the European market right now.
And every country is reviewing legislation that liberalizes the cannabis market further than where it is today. And we're starting to see a pickup in demand. And then when we started to do studies about how many people use cannabis, we realized the cannabis usage in Europe is at least as good, if not more than in United States. Countries like Spain and Portugal, and Italy are massive cannabis users. And so we realized that – I mean Germany is an 80 million person market and it's a 740 million person market. And so I said, there's no way that Curaleaf cannot be in Europe. And do I want to pay $6 billion for a company in three years or do I want to get in on the ground floor now and buy the largest best run operator in the market? And that's what I did. I bought the best largest, best run operator in the market. And we are going to raise capital at their level, because the partners that we're talking to no Europe and no the Middle East.
And so we really want to have a foothold there. And we think that when you look at it, if you are bought into Curaleaf, what some people did at a $300 million market cap in 2017, they're very happy with their investment today. And I think that investors need to look at it that way. Curaleaf is just, we have an eight country footprint with a very strong management team, a built out infrastructure in a legal market, not federal legal, but legal market where we can operate and finance on normal corporate terms and where we don't have to have as much anywhere near the CapEx we do in the U.S., so it's a very exciting acquisition.
And I think you're going to start seeing substantial contribution to Curaleaf starting on 2023. I think over the next two years, although you're going to see 100% plus growth, it's not going to be that meaningful to the bottom – Curaleaf’s bottom line. But as we got into 2023 and 2024, I think you're going to start seeing very substantial contribution from Europe. And that's what management's supposed to do. We're supposed to look five to 10 years out and see where is the growth going to come from in our business and so this was a very bold strategic acquisition for our growth.
Yes. And I'll just add on to that. This is Joe, we're also the – have the ability to accelerate the growth in Europe compared to what we've done in the U.S., because basically we believe that need States and the consumer preferences that we're driving in the U.S. will drive consumption behavior in Europe as well. So we'll be able to take the product formulation that we're perfecting here and move it right into Europe to meet those needs without having to go through another growth cycle of exploration and innovation in the marketplace.
We're also able to take the capability they have around clinical research and GMP certification, and deploy that across our business in the U.S., so there are a lot of synergies other than just the growth platform, which is substantial. Now we think is going to be act as an accelerator and candidly allow us to take advantage of an opportunity in a unique way that other people can't.
Thanks very much for that color and congrats again on the results and all these announcements.
The next question is from Russell Stanley with Beacon Securities. Please go ahead.
Hello. And thanks for taking my questions. The first one relates to Florida. There's I guess another legislative effort underway to cab THC content levels. I'm just wondering what your thoughts are on the likelihood of the legislation passing this time? And how much of a risk it may pose to your business there?
We always take every piece of legislation or any lobbying effort that can be bad for our industry seriously. This is not the first attempt to do this. It's basically the same guy and a couple of conservatives in there – in the assembly that want to do this. But we don’t believe that there's a risk of it and all the operators are working against it. And the regulator has recommended not to accept this legislation. So we're pretty comfortable it won't happen, but we're not sitting back and doing nothing. We're making sure that we're on top of it.
Great. Thanks on that. And just a follow-up notwithstanding your prior comments around the attraction to European market, I'm just wondering around the timing of it. Does this decision entered you at now in any way, reflect your view on valuation multiples from potential targets in the U.S.? What's your M&A outlook in the U.S. at this point and how do you see multiples in your home market as they become a little too aggressive or there are still attractively priced targets out there for you?
Well. We do think our multiples in U.S. have become aggressive and it's the reason we were so aggressive in buying early on to some criticism from people a couple of years ago, but the Curaleaf strategy was let's get in early and let's get in cheap, which is what we did. I mean, people are paying $30 million a store in Arizona where we paid $5 million a store.
So I think it's important, the timing is very, very important. And obviously our European acquisition is part of the fact that one, we see the market developing. I see a huge opportunity in Europe. I like the scale, the scale is massive. And the barriers to entry are still higher. And it's expensive. I mean, to be able to rebuild the platform like the one that Antonio built with EMMAC is very time consuming and very expensive. And so we wanted to get an early one, we can get a decent price for the asset before the prices start to go higher.
On the U.S. from I think, Curaleaf will be very careful. We are going to make a couple of bolt-ons probably during the year, but they're largely focused on just enhancing the existing businesses that we have in those States and/or working into our new interstate commerce plan where we're starting to change the structure of our business to adjust it to the fact that when the law changes, Curaleaf needs to be ready for that.
So that's the only thing that you're going to see from us. Other than that, you'll see a lot of organic plays where we're bidding for licenses. We're not bidding, we applied for licenses in Georgia and Virginia and a bunch of other places. We try to get them as cheap as we can and then invest in them on a CapEx basis. So that's really what we're doing in the U.S. And on the European front though, I do think you'll see a bit of activity from us in consolidating the European sector and growing our footprint there even more.
Excellent. That's all for me. Thank you for the color.
The next question is from Glenn Mattson with Ladenburg Thalmann. Please go ahead.
Hi, sorry I realize it's late in the call, so I'll try and be brief and quick. Question on New York, just, can you give us some color on the process and how it's shaping up in terms of legalization there? And in particular, I'm just curious if the Governor being distracted in a potential weaker position could affect the timeline in a negative way at all. What are your thoughts around that at all will be great? Thanks.
Look, I can't address the Governor's personal issues there, but what I can say to you is that there is legislation moving very quickly right now. And we are quite hopeful that we're going to get a package of legislation for legalization of adult use of this year in New York. So I think it could happen as early as next month or so, it could happen over the next three to four months. But the legislative session lasts until June, and we think that during this session we will get a package of legislation for adult use.
The next question is from Camilo Lyon with BTIG. Please go ahead.
Thanks. Good afternoon. Boris, you've talked a lot about aggressively investing and that certainly seems to be the right strategy to go after right now, given the many opportunities in terms of your view. As you think about the context of this year's EBITDA margin getting to that 30% level, is that where you want to settle out at as you think about revenue and revenue generation offset with some investment that you're going to need to put into the business to get that incremental investment or the revenue? Or do you see there have been a migration higher continually going over the year? And where does that EBITDA margin really kind of settle out at, from your perspective?
Look, I think that it's a matter of style of investing at Curaleaf. I think that you're going to probably – if we look out, say, 10 years from now, I think that cannabis EBITDA margins will probably be the same as most CPG companies. So a 20%, 25% margin will be considered a pretty healthy EBITDA margin for those businesses. I do think in the interim period, as we scale, you could see higher EBITDA margins for Curaleaf as well. I mean, I think they could go higher than 30% going into 2022 as our scale gets bigger. And we're able to reduce our costs, certainly the variable costs. So I think that you can see some upward pressure.
But my goal right now is less focused on EBITDA and more focused on getting brand awareness and getting footprint into the market and having really, really good products. I really can't stress out the fact, listen, I could stop investing tomorrow and blow out my EBITDA margin to 45%, but that's not my goal. My goal is to build the largest cannabis company and product company – cannabis product company in the world. And so I am going to be continuing to invest. I think it's the right thing to do.
And so far we've been paid for it. We've had – I think investors that have invested with us and have held their investments have done very, very well. And I'm going to continue to exercise – execute on that strategy until it doesn't work. And I think it is working. And I think our EBITDA margins will potentially have some upward pressure going into 2022, But long-term I think most consumer goods companies’ EBITDA margins level out around 20%, 25%, I think they're very healthy margins. But I do think in the medium-term, you could see some upward pressure on EBITDA margins.
Got it. Thank you for that color. That's very helpful. And just more specifically on Illinois and New Jersey, curious to get your thoughts on any movement on specifically Illinois with respect to the 75 additional licenses and what the status of the users in those licenses. And with respect to New Jersey, any sort of information that you have or color you can share with respect to how the plan is going to unfold? How the licenses will be issued? Are they going to require new adult use only dispensaries or they're going to have sharing facilities like they do in Arizona? Any color that would be helpful in terms of helping us understand the pace of ramping up that we should see in that market.
Looks like we're running a bit out of time, so I'm going to have to quickly answer. Illinois, we're all looking forward to the additional licenses because that’s what's going to drive growth. People today have to travel long distances to get to a cannabis store. So we're pretty excited about those licenses being issued. I can tell you that they've almost put everything else on hold to get those licenses out. So any M&A deals are being held up and approvals and stuff like that because they are very focused on getting the social equity licenses done. So – and it's probably a good thing. So we do think that that will happen pretty soon.
And on New Jersey, I think that as we've said, we think that the program will launch in its current position probably by the fourth quarter sometime. And further development in terms of how they're going to distribute the store license and everything, well, wait and see how the regs get developed.
Got it. Thanks and good luck.
This concludes our question-and-answer session, and the conference has also now concluded. Thank you for attending today's presentation. You may now disconnect.