Good afternoon everyone and thank you for participating in today’s conference call to discuss Clever’s financial results for the First Quarter ended March 31, 2021. Joining us today are Clever’s CEO, Kyle Detwiler; and the Company’s CFO, Hank Hague.

Before I introduce Kyle, I remind you that during today’s call, including the question-and-answer session statements that are not historical facts including any projections or guidance, statements regarding future events or future financial performance or statements of intent or belief are forward-looking statements and are covered by the Safe Harbor disclaimers contained in today’s press release and the Company’s public filings with the SEC.

Actual outcomes and results may differ materially from what is expressed in or implied by these forward-looking statements. Specifically, please refer to the company's Form 10-Q for the quarter ended March 31 2021, which was filed prior to this call, as well as other made by Clever Leaves with the SEC, from time to time.

These filings identify factors that could cause results to differ materially from those forward-looking statements. Please also note that during this call management will be disclosing adjusted EBITDA. This is a non-GAAP financial measure as defined by SEC Regulation G.

A reconciliation of this non-GAAP financial measure to the most directly comparable GAAP measure and a statement disclosing the reasons why company management believes that adjusted EBITDA provides useful information to investors regarding the company's financial condition and results of operations are included in today's press release that is posted on the company's website.

With that, I will turn the call over to Kyle.

Kyle?.

Thank you, Cody. And good afternoon, everyone. During the first quarter, we made continued progress towards our long-term objective of becoming a leading low-cost provider of pharmaceutical grade cannabis to medicinal and wellness markets worldwide. We saw strong year-over-year revenue growth, despite difficulties resulting from COVID-19.

And we continued to drive improvements across our operating cost structure and through adjusted EBITDA. On an operational level, we established additional partnerships with key operators around the world, further advancing our global growth strategy.

I am proud of how we are positioning our business within an evolving regulatory landscape and challenging macroeconomic environment. We are pleased to have achieved numerous key milestones during the quarter across our international markets.

In Portugal, we began construction efforts on our cultivation expansion, as well as our new post-harvest facility, while strong execution and project management has helped navigate challenging weather conditions.

We continue to contend with COVID-19 restrictions, which most recently, at the end of April, culminated in a local travel quarantine in the region around our cultivation facility, disrupting the flow of essential products, such as food and construction materials, as well as the usual work processes for our employees and laborers commuting to the construction site.

Despite these obstacles, we became GACP certified across our operations in Portugal, allowing us to continue ramping our production, strengthening our value proposition to clients, while increasing quality standards as required in certain countries, such as Israel.

These developments helped us officially generate our first revenues out of Portugal in April, an important milestone for us, which took two years to achieve.

While Portugal revenue contributions remain small, and the initial increase production costs placed some pressure on our margins, we expect these operations to become a significant contributor to our business over time.

We were also pleased to complete our first project financing in the region, raising €1 million at a modest cost of capital of LIBOR plus 3%. In Colombia, we have received our annual cultivation quota from the Colombian Technical Quotas Group, further augmenting the sizable extraction quota we received from the group earlier in Q1.

As a reminder, this extraction quota allows us to process up to approximately 59,000 kilograms of cannabis into dried flower derivatives.

And this allocation represents approximately 50% of Columbia’s total quota and approximately 18% of the world’s legal medical cannabis production quota as issued in early 2021 by the International Narcotics Control Board.

In addition to our extraction quotas, we also received our cultivation quotas in April for approximately 44,000 kilograms of psychoactive flower. With the added benefit of these achievements in our two primary production sites, I'd like to remind everyone that we have an established foundation for growth.

We are cultivating out of a 1.8 million square feet of GACP and EuGMP certified greenhouse operation in Columbia with our Colombian extraction operations also EuGMP certified. And we are also actively scaling our 110,000 square foot Portugal operation by another approximately 150,000 square feet.

Expanding our capacity and obtaining critical quality certificates within two of the world's most favorable growing climates, strengthened our competitive advantage and puts the capital intensity of our business behind us.

As regulatory tailwinds persist in our core markets, we believe we have a strong framework from which to continue supplying medical markets around the world and preparing for the further opening of new markets.

I'll have more to say about our recent global partnerships later in the call, but in the meantime, we believe that these achievements constitute meaningful progress towards our strategic objectives.

Before we discuss how we are currently establishing the groundwork for Clever Leaves future over the next year, I'd like to turn the call over to our CFO, Hank Hague, to provide more details on our financial performance for the first quarter. Hank, over to you..

Thank you, Kyle. Turning to our financial results, revenue in the first quarter of 2021 increased 19% to $3.5 million, compared to $2.9 million in the year ago, period.

This increase was primarily by the growth in our cannabinoid segment revenue, which nearly tripled from the prior year as we continue to pursue global business development opportunities and enter new markets.

Our all-in cost per gram of dry flower in the first quarter of 2021 was $0.13 per gram, an improvement from $0.15 in the year ago, period, due largely to lower operating costs in Colombia offset by production costs associated with ramping our early-stage operations in Portugal.

Gross profit in the first quarter of 2021 increased slightly to $2.2 million compared to the year-ago period, resulting in a gross margin of 64.2%. Operating expenses in the first quarter of 2021, improved to $10 million, compared to $11.3 million in the year ago, period.

The improvement is attributable to cost control measures established in 2020, partially offset by an increase in share-based compensation expense, insurance and professional fees related to being a public company.

Net loss excluded a non-cash expense resulting from an increase in our newly classified warrant liability improved to $8.9 million compared to $10.2 million with the improvement primarily driven by the operating expense reductions I just mentioned, partially offset by an increase in public company expenses.

As many of you know, the SEC recently released a Staff Statement on Accounting and Reporting Considerations for Warrants issued by special purpose acquisition companies on April 12, 2021.

Based on the review of our historical accounting, and after consideration of the SEC statement, the company determined that our historical accounting for the private warrants should be updated and classified as liabilities with subsequent changes in fair value recognized through earnings at each reporting period.

This update did not, and is not expected to have a material impact on the company's operating, investing, or financing cash flows. Adjusted EBITDA in the quarter of 2021, improved to a negative $5.4 million, compared to a negative $6.7 million in the year ago period. The improvement is mainly attributed to cost control measures previously mentioned.

At March 31, 2021, our cash balance was $69.2 million, compared to $79.5 million at December 31, 2020, primarily attributed to our anticipated operating losses and capital investments in the quarter, partially offset by $1.4 million in warrant exercise proceeds and the aforementioned €1 million project financing in Portugal.

Turning to our outlook, we remain pleased with the progress we have made thus far and are on track to achieve our previously disclosed full year 2021 guidance. To reiterate, our aforementioned guidance reflects solid year-over-year performance with $17 million to $20 million in revenue.

Gross margin of approximately 61% and adjusted EBITDA in the range of negative $24 million to negative $26 million. And capital expenditures of approximately $10 million. Among our international market opportunities and current markets, we are respectively monitoring recent military conflicts in Israel, as well as civic demonstrations in Colombia.

At this stage, we are not seeing any material impacts on our business, but we remain attentive to any potential effects these developments may have on our operation.

On an operational level, we have continued to work through the initial pathfinder shipment of flower products to Australia and Israel, and stay closely attuned to the developments in these markets, as well as the others in which we operate.

We are encouraged by the progress of our operations, but we are still working to execute on our global strategic initiatives. This concludes my prepared remarks. I'll turn the call back over to Kyle.

Kyle?.

Thank you, Hank. As we previously mentioned, this quarter marked great progress towards scaling the foundation that our long-term targets will be built on. I want to reiterate that over the next 12 months laying this essential groundwork will be our primary priority. We expect to achieve progress made across four primary areas.

First, the establishment of new strategic partnerships with reputable businesses to bring Clever Leaves products to consumers worldwide. Second, insuring extracts produced in Colombia move from pathfinder phase to recurring shipment phase with our partners.

For some of these products, this entails completing pharmaceutical drug registrations, or other regulatory requirements per sale of our highest grade GMP certified pharmaceutical extracts.

And third, turning on our commercial engine for the production of dry flour in Portugal, which involves continued emphasis on quality, business developmental clients in building customer excitement in our strain offerings. And fourth, strong execution in our U.S.

nutraceutical business, laying the foundation for our initial CBD product launches, which serves as both a commercial opportunity as well as a test case and how to go to market with other cannabinoid products as legalization unfolds. I am pleased to share with you some exciting progress towards these efforts, beginning with several new partnerships.

When plotting out our Latin American strategy, Brazil was an obvious target due to its sizable population of approximately 210 million people making it the largest cannabis market in the region.

Additionally, Brazil has unique regulatory protocols that we believe would hinder the efforts of most other operators, but which we believe we are able to navigate.

In the first quarter, we expanded our list of partners in Brazil and Peru, and are providing both finished products, such as oral solutions, as well as active pharmaceutical ingredients or APIs for use in proprietary formulations in the region.

Keeping true to our belief in treating cannabis as a traditional pharmaceutical product, these products are expected to be registered as pharmaceutical products and made available to patients in need of care.

Not only do we establish a continued line of revenue and represent entry into the market that new frontier data calls the fastest growing cannabis patient community in Latin America, but we also embed Clever Leaves products within our customer supply chain.

Looking to Europe, we faced entry into one of the most stringent regulatory environments in the world where cannabis was and continues to be treated with standards comparable to traditional pharmaceuticals.

Looking to the pharmaceutical market for guidance, we identified Germany as the gateway market to the region, given its long history of pioneering the adoption of products and solutions previously considered to be unconventional. Naturally, we sought out a reputable pharmaceutical company to champion our entry and we found just that in Ethypharm.

Although many U.S. investors may not know this name, Ethypharm is a major European pharmaceutical company with backing from PAI Partners, approximate €15 billion private equity firm.

Additionally, Ethypharm brings a company with experience in European cannabis partnerships, having previously inked a deal with Aurora to supply medical cannabis in the country of France. We are excited to bring our cannabinoid products from our Colombian EU GMP certified facilities to Germany setting the stage for our ambitions across the continent.

If not for our attention to quality control and our commitment to ensuring our cultivation facilities meet the standard set forth by government regulatory bodies across the world. These partnerships would not have been possible.

Not only does this recognition from regulatory authorities send a reassuring message to our customers, but it also expands our commercial value proposition by saving our partners the years it takes to receive these certifications such as EU GMP.

As I mentioned earlier, we advanced our regulatory compliance efforts during Q1 with our facility in Portugal, receiving GACP certification. This represents a significant step towards getting our European cultivation operation fully certified, and we believe it will be – it will prove to be an invaluable asset in our go forward strategy.

We also saw our first revenues in the Portuguese market during the month of April after exporting our first commercial shipment. Those small, these initial sales represent the early stages of commercial entry into Portugal. We are proud of this accomplishment and view it as one of many that we will achieve there. Although we do not include U.S.

cannabis legalization in our near-term guidance, and we remain confident in the ample opportunities presented abroad. We have not forgotten to include the United States in our long-term strategy.

Our wholly owned subsidiary herbal brands is that the crux of what we believe is a unique call option to capitalize on the CBD opportunity across the United States. This is due to its diverse distribution network that spans national retail drugstore chains, as well as e-commerce giants.

We intend to leverage this infrastructure network of over 15,000 retail locations, the launch an initial CBD brand in the United States. In the meantime, we will continue to monitor the ongoing developments in the regulatory environment at the state and federal levels. And we will continue to fine tune our familiarity with U.S.

customs protocols, following our successful shipment of commercializable cannabinoids into the United States during the first quarter.

As of Q1, we have already successfully exported cannabis products to more than 15 different countries across five continents, which we believe demonstrates our ability to maintain partnerships with global, national, and regional governments and regulatory bodies.

While attempting to build a disruptive business model in an early stage and rapidly developing industry, such as the cannabis industry, we believe our only hope for success is to establish the right foundation. I am very proud of all the hard work our team has done this past quarter to further our efforts to build that foundation for Clever Leaves.

The first quarter may have marked the fifth year in our ongoing mission to cultivate Mojo, create value and change lives. But we believe we are in the midst of defining days for the company's future. We are excited to have you along this journey, and we look forward to providing further updates in the quarters ahead.

We'll now open up the call for Q&A..

Thank you, sir. [Operator Instructions] And the first question will come from Vivien Azer with Cowen. Please go ahead..

Hi, good evening..

Hi, Vivian..

So my first question has to do with your revenue outlook for the first – for the full year, please Kyle. So sequentially, which is I think how a lot of people tend to look at cannabis businesses, your revenues were up 4%. So, obviously extrapolating that out. It doesn't get you to the low end of guidance.

So can you just help us think through how you think about the shape of your revenues for the rest of the year? Thanks..

Yes. Thanks for the question Vivian. I think, there's probably a couple of things going on. The first is that the business, especially in early shipments to customers tends to be quite lumpy, some customers or destination geographies are able to work through a pathfinder shipment to something more recurring in nature faster than others.

But there is a significant amount of lumpiness in the revenues that we have booked today. I think so as we start to approach the remainder of the year, a lot of the contracts that we have on – what I would call kind of colloquially the true pharma business those have a significant ramp period associated with them.

There are a lot of regulatory protocols or filings that need to take place before those revenues can move to a recurrent nature or even take place at all. So as some of those shipments take place, I would call out those to Brazil. And those to Germany is kind of having that most pharmaceutical fuel to them, typically a GMP certified product.

So you could anticipate that there will be more of that in the back of the year than in the front. And probably the last element just to wrap up, I would probably suggest thinking about Portugal and sort of a similar framework we generated our first revenues here in April.

They indeed were small, a bit of a similar dynamic to pharma sales and that there was a pathfinder shipment, we're working with a client, we're working with a new destination geography as we work through those hurdles. It becomes easier to send subsequent shipments.

Those customers can come to depend on Clever Leaves more reliably and therefore volumes we hope to pick up. So based on sort of our internal views of the timing of all of those different dynamics, we still feel good about the revenue and frankly the rest of the earnings guidance that we gave a couple of months ago..

Understood. Just to follow up on that.

With the commentary around Germany and Brazil of the $17 million to $20 million that you guys are looking for the full year, how much of that is regulatory timing dependent?.

Yes, that's a good question.

And I'm not sure if you're speaking about, is it just, or how much of the German and Brazilian revenue is regulatory dependent? And I might say that the answer to that question probably is very similar to that of sort of our global cannabinoid revenue which is – it is all heavily regulatory dependent and we could try to breakdown exactly what regulatory impediments may impede different markets.

It's certainly a longer conversation, but I think, calling out specifically what is going on in Brazil, in Germany tends to be more of the traditional pharmaceutical drug process matters.

It's not about a cannabis license, it's not about EuGMP certification, it's about filing the drug dossier or establishing a master drug file that is recognized by the appropriate regulatory body. So those tend to be little bit more unique processes..

Understood. Okay, that's helpful.

And then last one on the full year guide, what if anything are you guys embedding in Israel, given some of the dynamics in that market today?.

We haven't broken out geographies specifically when it relates to revenue. I think as people can look to our investor presentation, we do note a component of our revenue pipeline is approximately 19% rest of world. Rest of world includes other geographies besides just as Israel is a is a big piece of that.

So again, that's the pipeline it’s not necessarily the revenue. I think Israel is likely to be a larger source of demand for our flower products from Portugal. So, you can kind of make some additional assumptions around to kind of extract from Columbia versus flower from Portugal. But at this time, we haven't specified an exact breakdown..

Okay that's helpful. Thank you very much for that. Just drilling down through the P&L then, on your G&A line item some nice progress sequentially.

Do you guys think $7.2 million is an appropriate run rate or is there any kind of onetime factors that we should consider?.

Hi Vivien. This is Hank. Thank you for the question. You are referring to the general and administrative expense of the $7.2 million. That's a reasonable expectation..

Okay thanks for that Hank..

Yes..

And then just on marketing that was down year-over-year fairly considerably but then more than doubled quarter-over-quarter.

So how do we think about that?.

Yes, we're being very cautious how we're spending our sales and marketing dollars as market opportunities open up. And we feel much more confident of spending those dollars. We will deploy them.

So, for example, in Germany as we start – in these various countries as we start to deploy and work through and train our customer sales forces on how to represent our products and educate properly on them, we will then start to spend those dollars. But please be assured we will spend them judiciously..

Awesome, yes, that makes sense. Going below the line, net of interest expense, there was an other expense of $5 million.

Can you elaborate on that?.

You're probably talking about the loss and measurement of warrant liability a $4.8 million, $4.9 million, that's a non-cash charge. Earlier in my comments I spoke about that in the SEC’s staff comment. We do have a number of warrants that are outstanding. The SEC came out with their commentary.

We carefully evaluated our warrant treatment of private warrants. And in consultation with our auditor and our consultants, we decided to re-evaluate how we treat those warrants where we will now be moving forward performing a mark-to-market exercise to recognize any change in fair value. But again, that's a non-cash charge..

Yes absolutely. Sorry for missing that. All right, that is all very helpful. Thank you. I'll jump back in the queue..

[Operator Instructions] This concludes our question-and-answer session. I would like to turn the conference back over to Mr. Detwiler for any closing remarks. Please go ahead, sir..

Great. Thank you all for joining. I'd like to thank everyone that attended the call today. And we look forward to speaking with our investors and analysts when we report our second quarter results in August..

Ladies and gentlemen this concludes today's teleconference. You may disconnect your lines at this time. And thank you for your participation..