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  • Thrive's highly experienced and trusted cannabis team in craft cultivation, product innovation, and operational execution will lead Aurora's Canadian recreational business
  • Expands Aurora's brand offering with Greybeard, an award-winning, super-premium, high margin brand regarded for its budtender appreciation
  • Transaction is expected to close in Aurora's Q4 fiscal 2022, contribute immediate positive EBITDA and support Aurora's goal to reach EBITDA profitability in the first half of fiscal 2023

NASDAQ | TSX : ACB

Aurora Cannabis Inc. (the "Company" or "Aurora" ) (NASDAQ: ACB) (TSX: ACB), the Canadian company defining the future of cannabinoids worldwide, is pleased to announce today that the Company has reached an agreement to acquire all of the issued and outstanding shares of TerraFarma Inc. (parent company of Thrive Cannabis) (" Thrive ") (the " Transaction "). The Transaction is based upon aggregate consideration of $38 million (the " Initial Consideration ") payable in cash and Aurora common shares (" Aurora Shares "), plus two earnout amounts (the " Earnout Consideration ") payable in Aurora Shares or cash (at the election of Aurora), if applicable, based on Thrive achieving certain revenue targets within two years of closing of the Transaction.

Thrive Craft Cultivation (CNW Group/Aurora Cannabis Inc.)

The Transaction is expected to strategically strengthen Aurora's position in the Canadian market by placing the Thrive team in charge of Aurora's Canadian recreational portfolio, advancing the shift in focus to innovative premium products including dried flower, pre-rolls, vapour products, and concentrates. The Transaction is expected to close, subject to customary closing conditions, in Aurora's fiscal Q4 2022. It is anticipated that the Transaction will provide immediate positive Adjusted EBITDA to Aurora, and support the Company's path to Adjusted EBITDA profitability in the first half of fiscal 2023.

Founded in 2018, Thrive is a licensed producer of super-premium cannabis concentrates and craft dried flower, and leverages innovative cultivation and extraction techniques with a singular focus on achieving the highest quality standards. Thrive is most widely known for its award-winning flagship recreational brand, Greybeard Cannabis Co. (" Greybeard "), which amongst other accolades was recognized as the #1 brand recommended by Canadian budtenders in 2021, and was the 2021 winner of Best Concentrate from the Kind Magazine Awards, as voted for by budtenders.

Management Commentary

"As consolidation among licensed producers accelerates, it's vital that any transactions we make, now or in the future, be strategic, accretive, and centred around adding exceptional talent and brands that align with our path to profitability," said Miguel Martin , Chief Executive Officer of Aurora. "In these respects, Geoff and the Thrive team have a track record seldom found elsewhere in the Canadian market. They are truly exceptional cultivators who have gained trust with consumers and developed products that have been recognized and acclaimed by Canadian budtenders and industry peers. We see a unique opportunity to leverage their expertise to deliver near and long-term benefits for both our recreational and medical markets," he continued.

"This transaction supports our path to profitability while ensuring that we are strategic in our M&A activity. Thrive's achievement of positive standalone EBITDA, combined with their exceptional operational and brand capabilities, truly set them apart, and we look forward to leveraging their expertise as we embark together on Aurora's path to profitability," he concluded.

"We are excited to be joining a team that shares our vision for delivering the highest quality, premium cannabis products to consumers in a way that generates sustainable profitability," said Geoff Hoover , Chief Executive Officer of Thrive. "We look forward to combining our best-in-class products and innovation pipeline with Aurora's depth of operational capabilities, robust route to market and shared focus on superior science and genetics that is critical for advancement in this sector. This combining of two great companies will be transformative."

Strategic Rationale

Supports Aurora's Timeline to Profitability with Positive and Growing EBITDA: Transaction is aligned with Aurora's plan to achieve profitability in H1/FY23 on an Adjusted EBITDA basis. Thrive has achieved positive standalone EBITDA in the last 12 months ended December 2021 , with additional cost synergies expected to drive further EBITDA growth.

Acquisition of Two Leading Cannabis Brands Synonymous with Quality & Consistency: Thrive adds two new brands to Aurora's portfolio, both of which have rapidly gained market share over the last twelve months and are expected to flourish with additional resources on Aurora's platform:

Greybeard is an ultra-premium, high-terpene, high-potency brand with a world class lineup of concentrates that has quickly developed recognition with budtenders and cannabis connoisseurs. Concentrates are produced using a proprietary hydrocarbon extraction and refining process that maximizes the cannabinoids and terpene content, resulting in aromatic and flavourful products that highlight the unique characteristics of each strain. Greybeard also utilizes industry leading cultivation practices to offer super-premium, small batch, AAAA quality dry flower and pre-rolls, featuring large pristine buds grown in its indoor facilities.

Being Cannabis is a wellness-oriented brand known for their sublingual THC and CBD strips. These fast-acting and precisely dosed sublingual strips dissolve under the tongue and don't require any accessories or preparation.

Addition of Highly Experienced Management Team with Leading Operational and Cultivation Expertise: Transaction will add a talented management team comprised of industry veterans with leading cannabis cultivation, extraction, and product development expertise. The Thrive team leading Aurora's Canadian recreational business will drive significant improvements to the consistency, quality, and yield of Aurora's cannabis products across the portfolio.

Robust Product Pipeline Led by Expansive Genetics Library: Thrive brings a genetics library that has consistently delivered 24%+ THC potency, high yielding (80g+ / plant) and disease-resistant cultivars. These new cultivars, along with various SKUs in the development pipeline for Greybeard and Being, will deliver innovative and on-trend products to Canadian consumers.

Transaction Details and Timing

The Transaction will be effected by way of a three-cornered amalgamation whereby Thrive will amalgamate with a wholly-owned subsidiary of Aurora resulting in Aurora owning all of the issued and outstanding shares of the amalgamated entity in exchange for the Initial Consideration to be issued to Thrive shareholders on a pro rata basis at deemed price per Aurora Share equal to the volume weighted average trading price ("VWAP") of Aurora Shares on the Toronto Stock Exchange ("TSX") for the 5 trading days immediately prior to the second business day prior to the effective date of the Transaction. The sum of $3 million of the Initial Consideration is subject to a holdback to be released on the 18-month anniversary of the closing of the Transaction subject to adjustment for any indemnification claims. The Earnout Consideration consists of up to $10 million for satisfying certain near-term revenue targets and up to $20 million for satisfying certain long-term revenue targets within 2 years of the closing of the Transaction, each payable in cash, Aurora Shares or a combination of both (at the election of Aurora).

The number of Aurora Shares to be issued under the Earnout Consideration, if any, will be calculated based on a deemed price per Aurora Share equal to the VWAP of Aurora Shares on the TSX for the 5 trading days immediately prior to the applicable earnout payment date.

The Transaction is subject to receipt of regulatory, third party and Thrive shareholders' approvals and other customary closing conditions and expected to close in Aurora's fiscal Q4 2022. Lazard Canada Inc. is acting as exclusive financial advisor to Aurora in connection with the Transaction. McMillan LLP is serving as legal counsel to Aurora.

About Aurora Cannabis

Aurora is a global leader in the cannabis industry, serving both the medical and consumer markets. Headquartered in Edmonton, Alberta , Aurora is a pioneer in global cannabis, dedicated to helping people improve their lives. The Company's adult-use brand portfolio includes Aurora Drift , San Rafael '71 , Daily Special , and Whistler , as well as CBD brands, Reliva and KG7 . Medical cannabis brands include MedReleaf, CanniMed, Aurora, Whistler Medical Marijuana Co, and Pedanios. Driven by science and innovation, and with a focus on high-quality cannabis products, Aurora's brands continue to break through as industry leaders in the medical, performance, wellness and adult recreational markets wherever they are launched. Learn more at www.auroramj.com and follow us on Twitter and LinkedIn .

Aurora's common shares trade on the NASDAQ and TSX under the symbol "ACB" and is a constituent of the S&P/TSX Composite Index.

About Thrive Cannabis

Founded in 2018, Thrive Cannabis is a vertically integrated cannabis company based in Simcoe, Ontario . Thrive is most widely known for its award-winning flagship adult-use brand, Greybeard Cannabis Co. , which specializes in premium quality, small-batch craft cannabis concentrates and flower products. Thrive is also known for its adult-use wellness-oriented brand, Being . The Thrive team leverage their expertise in cannabis cultivation, extraction and product development with a singular focus on delivering the highest quality standard products to consumers. Learn more at www.thrivecannabis.ca .

Forward Looking Information

This news release includes statements containing certain "forward-looking information" within the meaning of applicable securities law ("forward-looking statements"). Forward-looking statements are frequently characterized by words such as "plan", "continue", "expect", "project", "intend", "believe", "anticipate", "estimate", "may", "will", "potential", "proposed" and other similar words, or statements that certain events or conditions "may" or "will" occur. Forward-looking statements made in this news release include statements regarding the Transaction, including, but not limited to: the expected timing for closing of the Transaction; the impact of the Transaction on the Company's premiumization strategy and position in the Canadian recreational market; the impact of the Transaction on the Company's path to profitability and goal to achieve Adjusted EBITDA profitability in the first half of fiscal 2023; near and long-term benefits for the recreational and medical markets; the addition and advancement of Thrive's brands to Aurora's portfolio, including the development of innovative and on-trend products to Canadian consumers; and the addition of a new management team to lead the Canadian recreational business and expected improvements to Aurora's cannabis products across the portfolio.

These forward-looking statements are only predictions. Forward looking information or statements contained in this news release have been developed based on assumptions management considers to be reasonable.  Material factors or assumptions involved in developing forward-looking statements include, without limitation, publicly available information from governmental sources as well as from market research and industry analysis and on assumptions based on data and knowledge of this industry which the Company believes to be reasonable. Forward-looking statements are subject to a variety of risks, uncertainties and other factors that management believes to be relevant and reasonable in the circumstances could cause actual events, results, level of activity, performance, prospects, opportunities or achievements to differ materially from those projected in the forward-looking statements. These risks include, but are not limited to, the ability to retain key personnel, the ability to continue investing in infrastructure to support growth, the ability to obtain financing on acceptable terms, the continued quality of our products, customer experience and retention, the development of third party government and non-government consumer  sales channels, management's estimates of consumer demand in Canada and in jurisdictions where the Company exports, expectations of future results and expenses, the risk of successful integration of acquired business and operations, management's estimation that SG&A will grow only in proportion of revenue growth, the ability to expand and maintain distribution capabilities, the impact of competition, the general impact of financial market conditions, the yield from cannabis growing operations, product demand, changes in prices of required commodities, competition, and the possibility for changes in laws, rules, and regulations in the industry, epidemics, pandemics or other public health crises, including the current outbreak of COVID-19, and other risks, uncertainties and factors set out under the heading "Risk Factors" in the Company's annual information form dated September 27, 2021 (the "AIF") and filed with Canadian securities regulators available on the Company's issuer profile on SEDAR at www.sedar.com and filed with and available on the SEC's website at www.sec.gov .  The Company cautions that the list of risks, uncertainties and other factors described in the AIF is not exhaustive and other factors could also adversely affect its results. Readers are urged to consider the risks, uncertainties and assumptions carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on such information. The Company is under no obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities law.

Non-GAAP Measures

This news release contains reference to certain  financial  performance measures that  are not  recognized  or  defined  under IFRS (termed "Non-GAAP Measures"). As a result, this data may not be comparable to data presented by other licensed  producers of cannabis and cannabis companies. Non-GAAP Measures in this news release include, but are not limited to, "Adjusted EBITDA". For an explanation of these measures to related comparable financial information presented in the consolidated financial statements prepared in accordance with IFRS, refer to the Company's news release of February 10, 2022 , a copy of which is available under the Company's profile on SEDAR at www.sedar.com . Non-GAAP Measures should be considered together with other data prepared in accordance with IFRS to enable investors to evaluate the Company's operating results, underlying performance and prospects in a manner similar to Aurora's management. Accordingly, these non-GAAP Measures are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. Neither the TSX nor its Regulation Services Provider (as that term is defined in the policies of the TSX) accepts responsibility for the adequacy or accuracy of this release.

Aurora Cannabis Logo (CNW Group/Aurora Cannabis Inc.)

Thrive Logo (CNW Group/Aurora Cannabis Inc.)

Greybeard Live Resin Diamonds & Sauce (CNW Group/Aurora Cannabis Inc.)

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SOURCE Aurora Cannabis Inc.

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TerrAscend Corp. ("TerrAscend" or the "Company") (CSE: TER) ( OTCQX: TRSSF), a leading North American cannabis operator, today reported its financial results for the second quarter ending June 30, 2022 . All amounts are expressed in U.S. dollars unless indicated otherwise and are prepared under U.S. Generally Accepted Accounting principles (GAAP).

TerrAscend Corp. (CNW Group/TerrAscend)

Second Quarter 2022 Financial Highlights

  • Net Sales increased 31% sequentially to $65 million as compared to $50 million in Q1 2022.
  • Gross Profit Margin was 35.5% as compared to 30.4% in Q1 2022.
  • Adjusted Gross Profit Margin 1 was 47.1% as compared to 38.4% in Q1 2022.
  • Adjusted EBITDA 1 was $5.8 million as compared to $3.3 million in Q1 2022.
  • Adjusted EBITDA Margin 1 was 8.9% as compared to 6.6% in Q1 2022.
  • GAAP Net Income was $14.2 million as compared to net loss of $16 million in Q1 2022.
  • Cash and Cash Equivalents totaled $49 million as of June 30, 2022 .

Jason Wild , Executive Chairman of TerrAscend, commented, "We grew revenue 31% sequentially for the second quarter as New Jersey adult-use sales got off to a great start.  Growth should continue as we remain on track for each of our stores in New Jersey to achieve at least a $40 million run rate in their first full year of adult-use sales.  Adjusted EBITDA and margins grew sequentially, and I expect this to continue into the second half of the year.  The leadership team, which has been significantly bolstered over the past few quarters, remains focused on building the business for success over the long term and we will continue to make decisions with that mindset."

Ziad Ghanem , President and Chief Operating Officer, added, "TerrAscend is focused on engaging our team members, listening to our customers, delivering quality products, and achieving operational excellence. Between our state line up and the wide-open map that will allow us to be selective on where we go next, TerrAscend is set up for strong growth for years to come. We will achieve that growth while improving margins and driving profitability."

Financial Summary Q2 2022 and Comparative Periods

(in millions of U.S. Dollars)


Q2 2021



Q1 2022



Q2 2022


Revenue, net



58.7




49.7




64.8


QoQ increase



10.1

%



0.9

%



30.5

%

YoY increase



71.6

%



-6.9

%



10.4

%











Gross profit



34.8




15.1




23.0


Adjusted Gross profit 1



35.9




19.1




30.5


Adjusted gross margin %



61.1

%



38.4

%



47.1

%











Share-based compensation expense



4.6




3.4




4.4


General & Administrative expense (excluding share based comp)



16.1




19.2




29.5


% of revenue, net



27.4

%



38.7

%



45.5

%











Adjusted EBITDA 1



23.2




3.3




5.8


Adjusted EBITDA % of revenue, net



39.5

%



6.6

%



8.9

%











Net income (loss)



(29.7)




(16.0)




14.2


Cash used in operations



(16.3)




(18.8)




(16.1)


1. Adjusted EBITDA and the respective margin and Adjusted Gross Profit and the respective margin are non-GAAP measures. Please see discussion and reconciliation of non-GAAP measures at the end of this press release.

Second Quarter 2022 Business and Operational Highlights

  • Held the grand opening of adult-use sales on April 21 st at its Apothecarium stores in Maplewood and Phillipsburg, New Jersey , two of only twelve dispensaries at the time to open for adult-use sales in the state.
  • Approved for hydrocarbon extraction in New Jersery with initial products launched in the quarter.
  • Successfully launched Cookies and Gage brands in New Jersey , resulting in a 40% increase in sales for the first full weekend versus the prior weekend with continued momentum and growth since launch.
  • Signed lease on new facility in New Jersey , which will accommodate expanded capacity up to the 150,000 square foot canopy limit over time.
  • Received home delivery license for medical patients in New Jersey .
  • Partnered with Cookies to open third Cookies-branded dispensary in Michigan , located in Ann Arbor .
  • Announced agreement to acquire KISA Enterprises MI, LLC and KISA Holdings, LLC ("Pinnacle"), a dispensary operator in Michigan with 5 operational locations.
  • Operationalized extraction lab and packaging facility in Michigan .
  • Introduced Khalifa Kush , a premium cannabis brand founded by Grammy Award-nominated recording artist Wiz Khalifa , at Gage Cannabis dispensaries in Michigan .
  • Announced agreement to acquire Allegany Medical Marijuana Dispensary ("AMMD") located in Cumberland, Maryland , which will enable the Company to become vertically integrated in the state.
  • Appointed Lynn Gefen as Chief Legal Officer and Corporate Secretary.

Subsequent Events

  • Opened third New Jersey Apothecarium Dispensary in Lodi .
  • Opened first "Cookies Corner" at The Apothecarium location in Maplewood, New Jersey .
  • Exclusively launched Chris Webber's "Players Only" premium cannabis brand in Gage and Cookies dispensaries in Michigan .

Second Quarter 2022 Financial Results
Net sales for the second quarter of 2022 totaled $64.8 million , an increase of 30.5% sequentially and 10.4% year over year, mainly related to a partial quarter of adult use sales in New Jersey along with a full quarter of contribution related to the acquisition of Gage, partially offset by the Company's decision to discontinue non-branded wholesale sales in Michigan.

Gross margin for the second quarter of 2022 was 35.5%. Adjusted gross margin was 47.1% as compared to 38.4% in the previous quarter, an improvement of 870 basis points quarter over quarter. The sequential margin expansion was driven by strong improvements across all of the Company's core businesses.  Adjusted gross margin excludes the one-time impact of reserves and write-downs related to aged inventory in Pennsylvania , dating back to the revamp of its cultivation facility in the second half of 2021.

General & Administrative expenses (G&A), excluding stock-based compensation, increased $10 million versus the first quarter of 2022 to $29.5 million , mainly driven by the full quarter addition of the Gage acquisition. Excluding Michigan , G&A expenses were up $1.1 million quarter over quarter related to additional staffing and other pre-opening expenses in preparation for the start of adult use sales in New Jersey . As a percentage of revenue, G&A increased to 45.5% in the second quarter from 38.7% in the previous quarter. The increase as a percentage of revenue was impacted by the addition of Gage for a full quarter as well as staffing for all three stores in New Jersey despite the delayed opening of the Lodi store, which opened subsequent to the quarter.

Adjusted EBITDA for the quarter was $5.8 million versus $3.3 million in the first quarter of 2022. Adjusted EBITDA margin improved from 6.6% in the first quarter to 8.9% in the second quarter. The improvement was driven by higher sales and improved gross margin, offset by higher G&A expenses with the addition of Gage for a full quarter and costs associated with the launch of adult-use in New Jersey .

GAAP Net income for the quarter was $14.2 million , compared to a Net loss of $16.0 million in first quarter of 2022.

Balance Sheet and Cash Flow
Cash and cash equivalents were $49 million as of June 30, 2022 , compared to $88 million as of March 31, 2022 . The Company has ample liquidity and access to capital, mainly through its capacity for additional borrowing related to its unencumbered owned assets and minimal usage of sale leasebacks. The Company also has the ability to raise equity should the capital markets improve.

Cash used from operations was $16.1 million for the three months ended June 30, 2022 , mainly driven by tax payments of $9.2 million and interest payments of $6.4 million . Current income taxes payable at the end of the period was $13 million .

Capital expenditures, including deposits, were $12.3 million in the quarter, primarily related to the on-going expansion work at the Company's Maryland and Michigan cultivation and processing facilities. The Company also made final note payments of $5 million related to its previous acquisitions of HMS in Maryland and KCR in Pennsylvania.

As of August 11, 2022 , there were 318 million basic shares outstanding including 253 million common shares, 13 million preferred shares as converted, and 52 million exchangeable shares.

Conference Call
TerrAscend will host a conference call today, August 11, 2022 , to discuss these results. Jason Wild , Executive Chairman, Ziad Ghanem , President and Chief Operating Officer, and Keith Stauffer , Chief Financial Officer, will host the call starting at 5:00 p.m. Eastern time . A question-and-answer session will follow management's presentation.

CONFERENCE CALL DETAILS



DATE:

Thursday, August 11, 2022

TIME:

5:00 p.m. Eastern Time

WEBCAST:

Click Here

DIAL-IN NUMBER:

1-888-664-6392

CONFERENCE ID:

81354387

REPLAY:

416-764-8677 or 1-888-390-0541
Available until 12:00 midnight Eastern Time Thursday, August 26, 2022

Replay Code: 354387#


Financial results and analyses are available on the Company's website ( www.terrascend.com ) and SEDAR ( www.sedar.com ).

The Canadian Securities Exchange ("CSE") has neither approved nor disapproved the contents of this news release. Neither the CSE nor its Market Regulator (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.

Definition and Reconciliation of Non-GAAP Measures
In addition to reporting the financial results in accordance with GAAP, the Company reports certain financial results that differ from what is reported under GAAP. Non-GAAP measures used by management do not have any standardized meaning prescribed by GAAP and may not be comparable to similar measures presented by other companies. The Company believes that certain investors and analysts use these measures to measure a company's ability to meet other payment obligations or as a common measurement to value companies in the cannabis industry, and the Company calculates Adjusted Gross Profit as Gross Profit adjusted for certain material non-cash items and Adjusted EBITDA as EBITDA adjusted for certain material non-cash items and certain other adjustments management believes are not reflective of the ongoing operations and performance. Such information is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP. The Company believes this definition is a useful measure to assess the performance of the Company as it provides more meaningful operating results by excluding the effects of expenses that are not reflective of the Company's underlying business performance and other one-time or non-recurring expenses.

The table below reconciles Gross Profit and Adjusted Gross Profit for the quarters ended June 30, 2022 , March 31, 2022 , and June 30, 2021


For the Three Months Ended


(in millions of U.S. Dollars)


June 30, 2021



March 31, 2022



June 30, 2022


Gross profit



34,835




15,140




22,993


Add (deduct) the impact of:










Vape recall



—




1,894




1,071


Accelerated depreciation



—




238




—


Non-cash write downs of inventory



449




—




5,894


Relief of fair value of inventory upon acquisition



567




1,806




549


Adjusted gross profit



35,851




19,078




30,507



The table below reconciles net loss to EBITDA and Adjusted EBITDA for the quarters ended June 30, 2022 , March 31, 2022 , and June 30, 2021


For the Three Months Ended




June 30, 2021



March 31, 2022



June 30, 2022












Net income (loss)


$

(29,662)



$

(16,006)



$

14,162


Add (deduct) the impact of:










Provision for income taxes



6,937




3,743




4,688


Finance expenses



6,424




6,699




9,427


Amortization and depreciation



3,529




5,084




7,046


EBITDA



(12,772)




(480)




35,323


Add (deduct) the impact of:










Relief of fair value of inventory upon acquisition



567




1,806




549


Non-cash write downs of inventory



449




-




5,894


Vape recall



-




1,894




1,071


Share-based compensation



4,648




3,356




4,463


Impairment of goodwill and intangible assets



8,640




—




—


Loss on disposal of fixed assets



36




—




929


Revaluation of contingent consideration



(7)




119




34


Restructuring and executive severance



467




—




—


Legal settlements



740




—




—


Other one-time items



860




1,974




924


(Gain) loss on fair value of warrants and purchase option derivative asset



19,891




(5,713)




(47,345)


Indemnification asset release



2,599




(25)




3,998


Unrealized and realized loss (gain) on investments



(5,964)




—




234


Unrealized and realized foreign exchange loss



3,055




356




(306)


Adjusted EBITDA


$

23,209



$

3,287



$

5,768


About TerrAscend
TerrAscend is a leading North American cannabis operator with vertically integrated operations in Pennsylvania, New Jersey, Michigan and California, licensed cultivation and processing operations in Maryland and licensed production in Canada. TerrAscend operates The Apothecarium and Gage dispensary retail locations as well as scaled cultivation, processing, and manufacturing facilities in its core markets. TerrAscend's cultivation and manufacturing practices yield consistent, high-quality cannabis, providing industry-leading product selection to both the medical and legal adult-use markets. The Company owns several synergistic businesses and brands, including Gage Cannabis, The Apothecarium, Ilera Healthcare, Kind Tree, Prism, State Flower, Valhalla Confections, and Arise Bioscience Inc. For more information, visit www.terrascend.com .

Caution Regarding Cannabis Operations in the United States
Investors should note that there are significant legal restrictions and regulations that govern the cannabis industry in the United States . Cannabis remains a Schedule I drug under the US Controlled Substances Act, making it illegal under federal law in the United States to, among other things, cultivate, distribute, or possess cannabis in the United States . Financial transactions involving proceeds generated by, or intended to promote, cannabis-related business activities in the United States may form the basis for prosecution under applicable US federal money laundering legislation.

While the approach to enforcement of such laws by the federal government in the United States has trended toward non-enforcement against individuals and businesses that comply with medical or adult-use cannabis programs in states where such programs are legal, strict compliance with state laws with respect to cannabis will neither absolve TerrAscend of liability under U.S. federal law, nor will it provide a defense to any federal proceeding which may be brought against TerrAscend. The enforcement of federal laws in the United States is a significant risk to the business of TerrAscend and any proceedings brought against TerrAscend thereunder may adversely affect TerrAscend's operations and financial performance.

Forward Looking Information
This news release contains "forward-looking information" within the meaning of applicable securities laws. Forward-looking information contained in this press release may be identified by the use of words such as, "may", "would", "could", "will", "likely", "expect", "anticipate", "believe, "intend", "plan", "forecast", "project", "estimate", "outlook" and other similar expressions, and include statements with respect to future revenue and profits. Forward-looking information is not a guarantee of future performance and is based upon a number of estimates and assumptions of management in light of management's experience and perception of trends, current conditions and expected developments, as well as other factors relevant in the circumstances, including assumptions in respect of current and future market conditions, the current and future regulatory environment, and the availability of licenses, approvals and permits.

Although the Company believes that the expectations and assumptions on which such forward-looking information is based are reasonable, undue reliance should not be placed on the forward-looking information because the Company can give no assurance that they will prove to be correct. Actual results and developments may differ materially from those contemplated by these statements. Forward-looking information is subject to a variety of risks and uncertainties that could cause actual events or results to differ materially from those projected in the forward-looking information. Such risks and uncertainties include, but are not limited to, current and future market conditions; risks related to federal, state, provincial, territorial, local and foreign government laws, rules and regulations, including federal and state laws in the United States relating to cannabis operations in the United States ; and the risk factors set out in the Company's most recently filed MD&A, filed with the Canadian securities regulators and available under the Company's profile on SEDAR at www.sedar.com .

The statements in this press release are made as of the date of this release. The Company disclaims any intent or obligation to update any forward-looking information, whether, as a result of new information, future events, or results or otherwise, other than as required by applicable securities laws.

Unaudited Interim Condensed Consolidated Balance Sheets
(Amounts expressed in thousands of United States dollars, except for per share amounts)



At



At




June 30, 2022



December 31, 2021


Assets







Current Assets







Cash and cash equivalents


$

48,426



$

79,642


Restricted cash



605




—


Accounts receivable, net



22,189




14,920


Investments



4,072




—


Inventory



54,371




42,323


Prepaid Expenses and other current assets



7,655




6,336





137,318




143,221


Non-Current Assets







Property and equipment, net



238,797




140,762


Deposits



4,698




—


Operating lease right of use assets



30,570




29,561


Intangible assets, net



351,638




168,984


Goodwill



240,598




90,326


Indemnification asset



-




3,969


Other non-current assets



4,998




5,111





871,299




438,713


Total Assets


$

1,008,617



$

581,934









Liabilities and Shareholders' Equity







Current Liabilities







Accounts payable and accrued liabilities


$

57,535



$

30,340


Deferred revenue



2,404




1,071


Loans payable, current



58,856




8,837


Contingent consideration payable, current



3,028




9,982


Operating lease liability, current



1,394




1,171


Lease obligations under finance leases, current



384




22


Corporate income tax payable



13,189




9,621


Other current liabilities



3,613




-





140,403




61,044


Non-Current Liabilities







Loans payable, non-current



180,781




176,306


Contingent consideration payable, non-current



2,620




2,553


Operating lease liability, non-current



31,680




30,573


Lease obligations under finance leases, non-current



4,794




181


Warrant liability



6,176




54,986


Deferred income tax liability



73,087




14,269


Financing obligations



11,606




—


Other long term liabilities



12,502




13,068





323,246




291,936


Total Liabilities



463,649




352,980


Commitments and Contingencies







Shareholders' Equity







Share Capital







Series A, convertible preferred stock, no par value, unlimited shares authorized; 12,658 and 13,708 shares outstanding as of June 30, 2022 and December 31, 2021 respectively



—




—


Series B, convertible preferred stock, no par value, unlimited shares authorized; 610 and 610 shares outstanding as of June 30, 2022 and December 31, 2021 respectively



—




—


Series C, convertible preferred stock, no par value, unlimited shares authorized; nil and 36 shares outstanding as of June 30, 2022 and December 31, 2021 respectively



—




—


Series D, convertible preferred stock, no par value, unlimited shares authorized; nil and nil shares outstanding as of June 30, 2022 and December 31, 2021 respectively



—




—


Proportionate voting shares, no par value, unlimited shares authorized; nil and nil shares outstanding as of June 30, 2022 and December 31, 2021 respectively



—




—


Exchangeable shares, no par value, unlimited shares authorized; 52,395,071 and 38,890,571 shares outstanding as of June 30, 2022 and December 31, 2021 respectively



—




—


Common stock, no par value, unlimited shares authorized; 252,707,325 and 190,930,800 shares outstanding as of June 30, 2022 and December 31, 2021 respectively



—




—


Additional paid in capital



854,948




535,418


Accumulated other comprehensive income (loss)



(1,063)




2,823


Accumulated deficit



(315,132)




(314,654)


Non-controlling interest



6,215




5,367


Total Shareholders' Equity



544,968




228,954


Total Liabilities and Shareholders' Equity


$

1,008,617



$

581,934



Unaudited Interim Condensed Consolidated Statements of Operations and Comprehensive Loss
(Amounts expressed in thousands of United States dollars, except for per share amounts)



For the Three Months Ended



For the Six Months Ended




June 30, 2022



June 30, 2021




June 30, 2022



June 30, 2021


Revenue


$

65,367



$

61,977




$

115,812



$

118,473


Excise and cultivation tax



(563)




(3,254)





(1,349)




(6,396)


Revenue, net



64,804




58,723





114,463




112,077
















Cost of Sales



41,811




23,888





76,330




42,300
















Gross profit



22,993




34,835





38,133




69,777
















Operating expenses:














General and administrative



33,981




20,750





56,533




41,142


Amortization and depreciation



3,016




1,844





5,634




3,717


Total operating expenses



36,997




22,594





62,167




44,859
















(Loss) income from operations



(14,004)




12,241





(24,034)




24,918


Other expense (income)














Revaluation of contingent consideration



34




(7)





153




2,990


(Gain) loss on fair value of warrants and purchase option derivative asset



(47,345)




19,891





(53,058)




25,301


Finance and other expenses



13,902




8,919





20,758




15,309


Transaction and restructuring costs



627




432





1,242




432


Impairment of goodwill



—




5,007





—




5,007


Impairment of intangible assets



—




3,633





—




3,633


Unrealized and realized foreign exchange loss



(306)




3,055





50




5,838


Unrealized and realized loss (gain) on investments



234




(5,964)





234




(6,192)


Income (loss) before provision from income taxes



18,850




(22,725)





6,587




(27,400)


Provision for income taxes



4,688




6,937





8,431




16,373


Net income (loss)


$

14,162



$

(29,662)




$

(1,844)



$

(43,773)
















Foreign currency translation



280




(3,025)





3,887




(5,214)


Comprehensive income (loss)


$

13,882



$

(26,637)




$

(5,731)



$

(38,559)
















Net income (loss) attributable to:














Common and proportionate Shareholders of the Company


$

13,217



$

(30,660)




$

(3,140)



$

(44,834)


Non-controlling interests



945




998





1,296




1,061
















Comprehensive income (loss) attributable to:














Common and proportionate Shareholders of the Company


$

12,937



$

(27,635)




$

(7,027)



$

(39,620)


Non-controlling interests



945




998





1,296




1,061
















Net income (loss) per share, basic and diluted














Net income (loss) per share - basic


$

0.05



$

(0.17)




$

(0.01)



$

(0.25)


Weighted average number of outstanding common and proportionate voting shares



252,305,425




182,369,839





231,829,926




176,901,119


Net income (loss) per share - diluted


$

0.05



$

(0.17)




$

(0.01)



$

(0.25)


Weighted average number of outstanding common and proportionate voting shares, assuming dilution



257,883,711




182,369,839





231,829,926




176,901,119



Unaudited Interim Condensed Consolidated Statements of Cash Flows
(Amounts expressed in thousands of United States dollars, except for per share amounts)


For the Six Months Ended




June 30, 2022



June 30, 2021


Operating activities







Net loss

$


(1,844)


$


(43,773)


Adjustments to reconcile net income to net cash provided by (used in) operating activities







Non-cash write downs of inventory



8,495




699


Accretion expense



1,936




(544)


Depreciation of property and equipment and amortization of intangible assets



12,131




7,050


Amortization of operating right-of-use assets



1,074




2,269


Share-based compensation



7,819




8,215


Deferred income tax (recovery) expense



(787)




285


(Gain) loss on fair value of warrants and purchase option derivative



(53,058)




25,301


Revaluation of contingent consideration



153




2,990


Impairment of intangible assets



—




3,633


Impairment of goodwill



—




5,007


Loss on disposal of fixed assets



929




—


Release of indemnification asset



3,973




3,796


Forgiveness of loan principal and interest



—




(766)


Unrealized and realized foreign exchange loss



50




5,838


Unrealized and realized loss (gain) on investments



234




(6,192)


Changes in operating assets and liabilities







Receivables



475




(950)


Inventory



208




(9,879)


Prepaid expense and deposits



1,474




(507)


Deposits



206




—


Other assets



461




389


Accounts payable and accrued liabilities and other payables



(8,299)




639


Operating lease liability



(614)




(1,889)


Other liability



(10,353)




—


Contingent consideration payable



(410)




(11,394)


Corporate income tax payable



5




(293)


Deferred revenue



766




—


Net cash used in operating activities



(34,976)




(10,076)


Investing activities







Investment in property and equipment



(12,500)




(10,856)


Investment in intangible assets



(1,330)




(40)


Principal payments received on lease receivable



392




359


Distributions of earnings from associates



—




469


Deposits for property and equipment



(10,036)




(10,583)


Deposits for business acquisition



(852)




—


Payments made for land contracts



(429)




—


Cash received on acquisition



24,716




—


Cash portion of consideration paid in acquisitions, net of cash acquired



—




(42,736)


Net cash used in investing activities



(39)




(63,387)


Financing activities







Proceeds from options and warrants exercised



24,158




12,921


Loan principal paid



(5,203)




—


Loan amendment fee paid



(1,200)




—


Proceeds from loans payable



—




766


Cash distributions to NJ partners



(1,436)




—


Capital contributions received (paid) from (to) non-controlling interests



(448)




(383)


Payments of contingent consideration



(6,630)




(18,274)


Payments made for financing obligations



(460)




—


Proceeds from private placement, net of share issuance costs



—




173,477


Net cash provided by financing activities



8,781




168,507


Net (decrease) increase in cash and cash equivalents and restricted cash during the period



(26,234)




95,044


Net effects of foreign exchange



(4,377)




(89)


Cash and cash equivalents and restricted cash, beginning of period



79,642




59,226


Cash and cash equivalents and restricted cash, end of period

$


49,031


$


154,181









Supplemental disclosure with respect to cash flows







Income taxes paid

$


9,213


$


16,381


Interest paid

$


14,641


$


13,290


Lease termination fee paid

$


3,300




-


Non-cash transactions







Equity and warrant liability issued as consideration for acquisition

$


294,800


$


34,427


Promissory note issued as consideration for acquisitions

$


-


$


6,750


Shares issued for liability settlement

$


22


$


57


Accrued capital purchases

$


9,776


$


336


SOURCE TerrAscend

Cision View original content to download multimedia: http://www.newswire.ca/en/releases/archive/August2022/11/c5405.html

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Goodness Growth Holdings Announces Second Quarter 2022 Results

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The Greenrose Holding Company to Hold Second Quarter 2022 Conference Call on August 15, 2022 at 5:00 p.m. ET

The Greenrose Holding Company to Hold Second Quarter 2022 Conference Call on August 15, 2022 at 5:00 p.m. ET

The Greenrose Holding Company Inc. (OTC: GNRS, GNRSW) ("Greenrose" or the "Company"), a multi-state grower and producer of cannabis brands and products will hold a conference call on Monday, August 15, 2022, at 5:00 p.m. Eastern time to discuss its results for the second quarter ended June 30, 2022. The Company will provide its financial results in a press release prior to the conference call.

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Trulieve Delivers Record Second Quarter 2022 Results Driven by Organic Retail Sales

  • Revenue of $320.3 million , up 49% year over year and 1% sequentially
  • Retail revenue grew 3% sequentially across industry leading U.S. network of 168 dispensaries as of June 30, 2022
  • GAAP gross margin of 57% and Adjusted EBITDA* margin of 35%

Trulieve Cannabis Corp. (CSE: TRUL ) (OTCQX: TCNNF ) ("Trulieve" or "the Company"), a leading and top-performing cannabis company in the U.S., today announced its results for the quarter ended June 30, 2022 . Results are reported in U.S. dollars unless otherwise indicated.

Trulieve logo (PRNewsfoto/Trulieve Cannabis Corp.)

Q2 2022 Financial Highlights*

  • Revenue increased 49% year over year to $320.3 million from $215.1 million and 1% sequentially.
  • Retail revenue increased 3% to $298.6 million and wholesale, licensing and other revenue declined by 22% sequentially to $21.7 million .
  • Gross profit of $182.2 million and GAAP gross margin of 57% in the second quarter compared to gross profit of $178.2 million and GAAP gross margin of 56% in the first quarter of 2022.
  • Net loss of $22.5 million , a sequential improvement of 30%. Adjusted net loss of $1.1 million * excludes $11.8 million of transaction, acquisition, integration, and other non-recurring charges primarily associated with the Harvest acquisition, a $5.2 million earnout payment for acquired cultivation in Arizona , $4.3 million in asset impairments associated with the closing of redundant cultivation facilities in Florida and a loss of $0.7 million due to the repurposing of a development stage production site in Arizona .
  • Adjusted EBITDA grew 17% year over year to $111.0 million *, or 35% of revenue in the second quarter compared to Adjusted EBITDA of $105.5 million *, or 33% of revenue in the first quarter of 2022.
  • Cash at quarter end of $181.4 million .

*See "Non-GAAP Financial Measures" below for additional information and a reconciliation to GAAP for all Non-GAAP metrics.

Q2 2022 Operational Highlights

  • Opened 6 new dispensaries in Fort Myers and Zephyrhills, Florida ; Framingham, Massachusetts ; Coatesville, Pennsylvania ; and Parkersburg and South Charleston, West Virginia . Relocated one dispensary in New Port Richey, Florida .
  • Exited the second quarter with operations in 11 states, with 32% of our retail locations outside of the state of Florida .
  • Produced over 10 million finished goods units in the second quarter, up 79% year over year.
  • Received Notice of Award of Provisional Dispensary License for District Southeast-3 in Columbus, Ohio .
  • Successfully launched Modern Flower TM , Muse TM , Roll One TM , and Sweet Talk TM branded products across markets including Arizona , Florida , Maryland , Pennsylvania and West Virginia .
  • Hosted inaugural Analyst Day event featuring production facility tours including a new 750 thousand square foot automated cultivation facility and corporate presentation showcasing production, retail, branding and marketing, and data analytics capabilities.
  • Expanded roll out and applications of Customer Data Platform for targeted marketing campaigns.

Recent Events

  • Celebrated six year anniversary of first retail sale in Florida .
  • Opened 7 new dispensaries in Phoenix, Arizona ; Apopka , Coral Springs , Hollywood , and Kissimmee, Florida ; and Hurricane and Morgantown, West Virginia .
  • New Phoenix dispensary represented first branded Trulieve store in Arizona , kicking off statewide rebranding efforts to continue over the next year.
  • Currently operate 175 retail dispensaries and over 4.0 million square feet of cultivation and processing capacity in the United States .
  • Elected to discontinue wholesale operations in Nevada and are currently evaluating options to exit the market.
  • Made an initial contribution to the Smart and Safe Florida campaign, which aims to legalize adult use marijuana in Florida through a ballot initiative in November 2024 .

Management Commentary
"Our team delivered strong second quarter results with topline growth and margin improvement by staying focused on our plan," said Kim Rivers , Trulieve CEO. "During our mid-year strategic review, we identified proactive measures to address the rapidly evolving economic landscape."

Rivers continued, "We are committed to meeting customer needs, improving performance in core markets, managing cash wisely, and streamlining operations across the company. We strongly believe that taking firm and decisive action now will better position the organization to capitalize on numerous catalysts in the years ahead. Trulieve has the capital, discipline, and experience to navigate short term headwinds and emerge as a stronger company."

Financial Guidance
Factoring in strategic changes across our business, the impact of inflation on consumer spending, softness in wholesale markets, and the lack of visibility in the current macroeconomic environment, we are adjusting 2022 revenue guidance by 5% from the low end of our prior outlook to $1.25 billion to $1.3 billion . Accordingly, we anticipate Adjusted EBITDA will be in the range of $415 million to $450 million .

Financial Highlights

Results of Operations

For the Three Months Ended

For the Six Months Ended





(Figures in millions and
% change based on these
figures)

June 30,
2022

June 30,
2021

change

March 31,
2022

change

June 30,
2022

June 30,
2021

change





Revenue

$

320.3

$

215.1

49 %

$

318.3

1 %

$

638.6

$

408.9

56 %



Gross Profit

$

182.2

$

144.5

26 %

$

178.2

2 %

$

360.3

$

279.7

29 %



Gross Margin %


57 %


67 %



56 %



56 %


68 %




Adjusted Gross Profit

$

183.4

$

146.7

25 %

$

185.4

-1 %

$

368.8

$

285.7

29 %



Adjusted Gross Margin %


57 %


68 %



58 %



58 %


70 %




Operating Expenses

$

144.2

$

68.2

111 %

$

149.5

-4 %

$

293.7

$

130.9

124 %



Operating Expenses %


45 %


32 %



47 %



46 %


32 %




Net Income (Loss)

$

(22.5)

$

40.9

---

$

(32.0)

---

$

(54.5)

$

71.0

---



Adjusted Net Income (Loss)

$

(1.1)

$

47.0

---

$

1.7

---

$

0.6

$

85.5

---



Diluted Shares Outstanding


187.2


133.0



187.1



187.1


127.9




EPS

$

(0.12)

$

0.31

---

$

(0.17)

---

$

(0.29)

$

0.55

---



Adjusted EPS

$

(0.01)

$

0.35

---

$

0.01

---

$

0.00

$

0.67

---



Adjusted EBITDA

$

111.0

$

94.9

17 %

$

105.5

5 %

$

216.5

$

185.7

17 %



Adjusted EBITDA Margin %


35 %


44 %



33 %



34 %


45 %




Conference Call
The Company will host a conference call and live audio webcast on August 10 , 2022, at 8:30 A.M. Eastern time , to discuss its second quarter 2022 financial results.

Interested parties can join the conference call by dialing in as directed below. Please dial in 15 minutes prior to the call.

North American toll free: 1-888-317-6003             passcode: 6100603
International: 1-412-317-6061                               passcode: 6100603

A live audio webcast of the conference call will be available at:
https://app.webinar.net/eNPDleGz6oj

A powerpoint presentation is available at
https://investors.trulieve.com/events-presentations

An archived replay of the webcast will be available at:
https://investors.trulieve.com/events-presentations

The Company's Form 10-Q for the quarter ended June 30, 2022 , will be available on the SEC's website or at https://investors.trulieve.com/financial-information/quarterly-results . The Company's Management Discussion and Analysis for the period and the accompanying financial statements and notes will be available under the Company's profile on SEDAR and on its website at https://investors.trulieve.com/financial-information/quarterly-results . This news release is not in any way a substitute for reading those financial statements, including the notes to the financial statements.

Non-GAAP Financial Measures
In addition to our results determined in accordance with GAAP, we supplement our results with non-GAAP financial measures, including adjusted gross profit, adjusted net income, adjusted net income per diluted share, and adjusted cash flow from operations. Our management uses these non-GAAP financial measures in conjunction with GAAP financial measures to evaluate our operating results and financial performance. We believe these measures are useful to investors as they are widely used measures of performance and can facilitate comparison to other companies. These non-GAAP financial measures have limitations as analytical tools in that they do not reflect all of the amounts associated with our results of operations as determined in accordance with GAAP. Because of these limitations, these non-GAAP financial measures should be considered along with GAAP financial performance measures. The presentation of these non-GAAP financial measures is not intended to be considered in isolation or as a substitute for, or superior to, financial information prepared and presented in accordance with GAAP. Investors are encouraged to review the reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measures. A reconciliation of the non-GAAP financial measures to such GAAP measures can be found below. These non-GAAP financial measures should be considered supplemental to, and not a substitute for, our reported financial results prepared in accordance with GAAP.

Reconciliation of Non-GAAP Adjusted Gross Profit
The following table presents a reconciliation of GAAP gross profit to non-GAAP adjusted gross profit, for each of the periods presented:

(Amounts expressed in millions
of United States dollars)

For the Three Months Ended

For the Six Months Ended





June 30, 2022

June 30,
2021

March 31,
2022

June 30,
2022

June 30,
2021





Gross Profit GAAP

$

182.2

$

144.5

$

178.2

$

360.3

$

279.7



Gross Margin % GAAP


57 %


67 %


56 %


56 %


68 %



Add (Deduct) Impact of:













Inventory Step Up Fair Value

$

0.6

$

0.0

$

0.4

$

1.0

$

2.5



Transaction, Acquisition, and Integration Costs

$

0.6

$

2.2

$

6.8

$

7.4

$

3.5



Adjusted Gross Profit Non-GAAP

$

183.4

$

146.7

$

185.4

$

368.8

$

285.7



Adjusted Gross Margin % Non-GAAP


57 %


68 %


58 %


58 %


70 %



Reconciliation of Non-GAAP Adjusted Net Income
The following table presents a reconciliation of GAAP net income (loss) to non-GAAP adjusted net income, for each of the periods presented:

(Amounts expressed in millions
of United States dollars)

For the Three Months Ended

For the Six Months Ended





June 30, 2022

June 30,
2021

March 31,
2022

June 30,
2022

June 30,
2021





Net Income (Loss) GAAP

$

(22.5)

$

40.9

$

(32.0)

$

(54.5)

$

71.0



Add (Deduct) Impact of:













Warrant Liability Adjustment

$

(1.4)

$

0.0

$

(0.8)

$

(2.3)

$

0.0



Inventory Step Up Fair Value

$

0.6

$

0.0

$

0.4

$

1.0

$

2.5



Transaction, Acquisition, and Integration Costs

$

17.0

$

4.5

$

17.2

$

34.2

$

6.5



Covid Related Expenses

$

0.2

$

1.7

$

0.4

$

0.6

$

5.5



Divestment Non-Operating Assets

$

0.7

$

0.0

$

2.7

$

3.4

$

0.0



Impairment and Disposal of Long-lived Assets

$

4.3

$

0.0

$

13.8

$

18.1

$

0.0



Adjusted Net Income (Loss) Non-GAAP

$

(1.1)

$

47.0

$

1.7

$

0.6

$

85.5



Reconciliation of Non-GAAP Adjusted Earnings Per Share
The following table presents a reconciliation of GAAP earnings (loss) per share to non-GAAP adjusted earnings per share, for each of the periods presented:

(Amounts expressed in millions
of United States dollars)

For the Three Months Ended

For the Six Months Ended





June 30, 2022

June 30,
2021

March 31,
2022

June 30,
2022

June 30,
2021





Earnings (Loss) Per Share GAAP

$

(0.12)

$

0.31

$

(0.17)

$

(0.29)

$

0.55



Add (Deduct) Impact of:













Warrant Liability Adjustment

$

(0.01)

$

0.00

$

0.00

$

(0.01)

$

0.00



Inventory Step Up Fair Value

$

0.00

$

0.00

$

0.00

$

0.01

$

0.02



Transaction, Acquisition, and Integration Costs

$

0.09

$

0.03

$

0.09

$

0.18

$

0.05



Covid Related Expenses

$

0.00

$

0.01

$

0.00

$

0.00

$

0.04



Divestment Non-Operating Assets

$

0.00

$

0.00

$

0.01

$

0.02

$

0.00



Impairment and Disposal of Long-lived Assets

$

0.02

$

0.00

$

0.07

$

0.10

$

0.00



Adjusted Earnings Per Share Non-GAAP

$

(0.01)

$

0.35

$

0.01

$

0.00

$

0.67



Reconciliation of Non-GAAP Adjusted EBITDA
The following table presents a reconciliation of GAAP net income (loss) to non-GAAP Adjusted EBITDA, for each of the periods presented:

(Amounts expressed in millions
of United States dollars)

For the Three Months Ended

For the Six Months Ended





June 30, 2022

June 30,
2021

March 31,
2022

June 30,
2022

June 30,
2021





Net Income (Loss) GAAP

$

(22.5)

$

40.9

$

(32.0)

$

(54.5)

$

71.0



Add (Deduct) Impact of:













Interest Expense, net

$

19.7

$

6.6

$

17.9

$

37.6

$

14.5



Provision For Income Taxes

$

44.8

$

29.1

$

42.3

$

87.1

$

63.7



Depreciation and Amortization

$

30.9

$

6.7

$

29.3

$

60.2

$

12.1



Depreciation in COGS

$

13.8

$

5.0

$

10.7

$

24.5

$

8.7



EBITDA

$

86.7

$

88.3

$

68.2

$

154.9

$

169.9
















Inventory Step Up Fair Value

$

0.6

$

0.0

$

0.4

$

1.0

$

2.5



Integration and Transition Costs

$

5.1

$

1.5

$

5.3

$

10.4

$

1.9



Acquisition and Transaction Costs

$

7.0

$

1.6

$

3.3

$

10.3

$

3.2



Share-Based Compensation

$

5.7

$

0.7

$

4.6

$

10.3

$

1.5



Other Non-Recurring Expenses

$

4.9

$

1.4

$

8.6

$

13.5

$

1.4



Covid Related Expenses

$

0.2

$

1.7

$

0.4

$

0.6

$

5.5



Impairment and Disposal of Long-lived Assets

$

4.3

$

0.0

$

13.8

$

18.1

$

0.0



Divestment and Sale of Non-Operating Assets

$

0.7

$

0.0

$

2.7

$

3.4

$

0.0



Non-Controlling Interest

$

(1.1)

$

0.0

$

0.0

$

(1.1)

$

0.0



Other Expense (Income), net

$

(1.7)

$

(0.3)

$

(0.9)

$

(2.6)

$

(0.3)



Fair Value of Derivative Liabilities - Warrants

$

(1.4)

$

0.0

$

(0.8)

$

(2.3)

$

0.0



Adjusted EBITDA Non-GAAP

$

111.0

$

94.9

$

105.5

$

216.5

$

185.7



Forward-Looking Statements
This news release includes forward-looking information and statements within the meaning of the Private Securities Litigation Reform Act of 1995.  These forward-looking statements relate to the Company's expectations or forecasts of business, operations, financial performance, prospects, and other plans, intentions, expectations, estimates, and beliefs and include statements regarding the Company's expected revenue and adjusted EBITDA for fiscal 2022, its plans for streamlining operations and navigating short term headwinds to emerge stronger, and potential expansion of the Company's operations.  Words such as "expects", "continue", "will", "anticipates" and "intends" or similar expressions are intended to identify forward-looking statements. These forward-looking statements are based on the Company's current projections and expectations about future events and financial trends that management believes might affect its financial condition, results of operations, business strategy and financial needs, and on certain assumptions and analysis made by the Company in light of the experience and perception of historical trends, current conditions and expected future developments and other factors management believes are appropriate. Forward-looking information and statements involve and are subject to assumptions and known and unknown risks, uncertainties, and other factors which may cause actual events, results, performance, or achievements of the Company to be materially different from future events, results, performance, and achievements expressed or implied by forward-looking information and statements herein, including, without limitation, the risks discussed under the heading "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2021 and in our periodic reports subsequently filed with the United Sates Securities and Exchange Commission and in the Company's filings on SEDAR at www.sedar.com . Although the Company believes that any forward-looking information and statements herein are reasonable, in light of the use of assumptions and the significant risks and uncertainties inherent in such information and statements, there can be no assurance that any such forward-looking information and statements will prove to be accurate, and accordingly readers are advised to rely on their own evaluation of such risks and uncertainties and should not place undue reliance upon such forward-looking information and statements. Any forward-looking information and statements herein are made as of the date hereof and, except as required by applicable laws, the Company assumes no obligation and disclaims any intention to update or revise any forward-looking information and statements herein or to update the reasons that actual events or results could or do differ from those projected in any forward looking information and statements herein, whether as a result of new information, future events or results, or otherwise.

About Trulieve
Trulieve is an industry leading, vertically integrated cannabis company and multi-state operator in the U.S. operating in 11 states, with leading market positions in Arizona , Florida , and Pennsylvania . Trulieve is poised for accelerated growth and expansion, building scale in retail and distribution in new and existing markets through its hub strategy. By providing innovative, high-quality products across its brand portfolio, Trulieve delivers optimal customer experiences and increases access to cannabis, helping patients and customers to live without limits. Trulieve is listed on the CSE under the symbol TRUL and trades on the OTCQX market under the symbol TCNNF. For more information, please visit Trulieve.com .

Facebook: @Trulieve
Instagram: @Trulieve _
Twitter: @Trulieve

Investor Contact
Christine Hersey , Executive Director of Investor Relations
+1 (424) 202-0210
Christine.Hersey@Trulieve.com

Media Contact
Rob Kremer , Executive Director of Corporate Communications
+1 (404) 218-3077
Robert.Kremer@Trulieve.com

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SOURCE Trulieve Cannabis Corp.

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Trulieve Delivers Record Second Quarter 2022 Results Driven by Organic Retail Sales

  • Revenue of $320.3 million , up 49% year over year and 1% sequentially
  • Retail revenue grew 3% sequentially across industry leading U.S. network of 168 dispensaries as of June 30, 2022
  • GAAP gross margin of 57% and Adjusted EBITDA* margin of 35%

Trulieve Cannabis Corp. (CSE: TRUL ) (OTCQX: TCNNF ) ("Trulieve" or "the Company"), a leading and top-performing cannabis company in the U.S., today announced its results for the quarter ended June 30, 2022 . Results are reported in U.S. dollars unless otherwise indicated.

Trulieve logo (PRNewsfoto/Trulieve Cannabis Corp.)

Q2 2022 Financial Highlights*

  • Revenue increased 49% year over year to $320.3 million from $215.1 million and 1% sequentially.
  • Retail revenue increased 3% to $298.6 million and wholesale, licensing and other revenue declined by 22% sequentially to $21.7 million .
  • Gross profit of $182.2 million and GAAP gross margin of 57% in the second quarter compared to gross profit of $178.2 million and GAAP gross margin of 56% in the first quarter of 2022.
  • Net loss of $22.5 million , a sequential improvement of 30%. Adjusted net loss of $1.1 million * excludes $11.8 million of transaction, acquisition, integration, and other non-recurring charges primarily associated with the Harvest acquisition, a $5.2 million earnout payment for acquired cultivation in Arizona , $4.3 million in asset impairments associated with the closing of redundant cultivation facilities in Florida and a loss of $0.7 million due to the repurposing of a development stage production site in Arizona .
  • Adjusted EBITDA grew 17% year over year to $111.0 million *, or 35% of revenue in the second quarter compared to Adjusted EBITDA of $105.5 million *, or 33% of revenue in the first quarter of 2022.
  • Cash at quarter end of $181.4 million .

*See "Non-GAAP Financial Measures" below for additional information and a reconciliation to GAAP for all Non-GAAP metrics.

Q2 2022 Operational Highlights

  • Opened 6 new dispensaries in Fort Myers and Zephyrhills, Florida ; Framingham, Massachusetts ; Coatesville, Pennsylvania ; and Parkersburg and South Charleston, West Virginia . Relocated one dispensary in New Port Richey, Florida .
  • Exited the second quarter with operations in 11 states, with 32% of our retail locations outside of the state of Florida .
  • Produced over 10 million finished goods units in the second quarter, up 79% year over year.
  • Received Notice of Award of Provisional Dispensary License for District Southeast-3 in Columbus, Ohio .
  • Successfully launched Modern Flower TM , Muse TM , Roll One TM , and Sweet Talk TM branded products across markets including Arizona , Florida , Maryland , Pennsylvania and West Virginia .
  • Hosted inaugural Analyst Day event featuring production facility tours including a new 750 thousand square foot automated cultivation facility and corporate presentation showcasing production, retail, branding and marketing, and data analytics capabilities.
  • Expanded roll out and applications of Customer Data Platform for targeted marketing campaigns.

Recent Events

  • Celebrated six year anniversary of first retail sale in Florida .
  • Opened 7 new dispensaries in Phoenix, Arizona ; Apopka , Coral Springs , Hollywood , and Kissimmee, Florida ; and Hurricane and Morgantown, West Virginia .
  • New Phoenix dispensary represented first branded Trulieve store in Arizona , kicking off statewide rebranding efforts to continue over the next year.
  • Currently operate 175 retail dispensaries and over 4.0 million square feet of cultivation and processing capacity in the United States .
  • Elected to discontinue wholesale operations in Nevada and are currently evaluating options to exit the market.
  • Made an initial contribution to the Smart and Safe Florida campaign, which aims to legalize adult use marijuana in Florida through a ballot initiative in November 2024 .

Management Commentary
"Our team delivered strong second quarter results with topline growth and margin improvement by staying focused on our plan," said Kim Rivers , Trulieve CEO. "During our mid-year strategic review, we identified proactive measures to address the rapidly evolving economic landscape."

Rivers continued, "We are committed to meeting customer needs, improving performance in core markets, managing cash wisely, and streamlining operations across the company. We strongly believe that taking firm and decisive action now will better position the organization to capitalize on numerous catalysts in the years ahead. Trulieve has the capital, discipline, and experience to navigate short term headwinds and emerge as a stronger company."

Financial Guidance
Factoring in strategic changes across our business, the impact of inflation on consumer spending, softness in wholesale markets, and the lack of visibility in the current macroeconomic environment, we are adjusting 2022 revenue guidance by 5% from the low end of our prior outlook to $1.25 billion to $1.3 billion . Accordingly, we anticipate Adjusted EBITDA will be in the range of $415 million to $450 million .

Financial Highlights

Results of Operations

For the Three Months Ended

For the Six Months Ended





(Figures in millions and
% change based on these
figures)

June 30,
2022

June 30,
2021

change

March 31,
2022

change

June 30,
2022

June 30,
2021

change





Revenue

$

320.3

$

215.1

49 %

$

318.3

1 %

$

638.6

$

408.9

56 %



Gross Profit

$

182.2

$

144.5

26 %

$

178.2

2 %

$

360.3

$

279.7

29 %



Gross Margin %


57 %


67 %



56 %



56 %


68 %




Adjusted Gross Profit

$

183.4

$

146.7

25 %

$

185.4

-1 %

$

368.8

$

285.7

29 %



Adjusted Gross Margin %


57 %


68 %



58 %



58 %


70 %




Operating Expenses

$

144.2

$

68.2

111 %

$

149.5

-4 %

$

293.7

$

130.9

124 %



Operating Expenses %


45 %


32 %



47 %



46 %


32 %




Net Income (Loss)

$

(22.5)

$

40.9

---

$

(32.0)

---

$

(54.5)

$

71.0

---



Adjusted Net Income (Loss)

$

(1.1)

$

47.0

---

$

1.7

---

$

0.6

$

85.5

---



Diluted Shares Outstanding


187.2


133.0



187.1



187.1


127.9




EPS

$

(0.12)

$

0.31

---

$

(0.17)

---

$

(0.29)

$

0.55

---



Adjusted EPS

$

(0.01)

$

0.35

---

$

0.01

---

$

0.00

$

0.67

---



Adjusted EBITDA

$

111.0

$

94.9

17 %

$

105.5

5 %

$

216.5

$

185.7

17 %



Adjusted EBITDA Margin %


35 %


44 %



33 %



34 %


45 %




Conference Call
The Company will host a conference call and live audio webcast on August 10 , 2022, at 8:30 A.M. Eastern time , to discuss its second quarter 2022 financial results.

Interested parties can join the conference call by dialing in as directed below. Please dial in 15 minutes prior to the call.

North American toll free: 1-888-317-6003             passcode: 6100603
International: 1-412-317-6061                               passcode: 6100603

A live audio webcast of the conference call will be available at:
https://app.webinar.net/eNPDleGz6oj

A powerpoint presentation is available at
https://investors.trulieve.com/events-presentations

An archived replay of the webcast will be available at:
https://investors.trulieve.com/events-presentations

The Company's Form 10-Q for the quarter ended June 30, 2022 , will be available on the SEC's website or at https://investors.trulieve.com/financial-information/quarterly-results . The Company's Management Discussion and Analysis for the period and the accompanying financial statements and notes will be available under the Company's profile on SEDAR and on its website at https://investors.trulieve.com/financial-information/quarterly-results . This news release is not in any way a substitute for reading those financial statements, including the notes to the financial statements.

Non-GAAP Financial Measures
In addition to our results determined in accordance with GAAP, we supplement our results with non-GAAP financial measures, including adjusted gross profit, adjusted net income, adjusted net income per diluted share, and adjusted cash flow from operations. Our management uses these non-GAAP financial measures in conjunction with GAAP financial measures to evaluate our operating results and financial performance. We believe these measures are useful to investors as they are widely used measures of performance and can facilitate comparison to other companies. These non-GAAP financial measures have limitations as analytical tools in that they do not reflect all of the amounts associated with our results of operations as determined in accordance with GAAP. Because of these limitations, these non-GAAP financial measures should be considered along with GAAP financial performance measures. The presentation of these non-GAAP financial measures is not intended to be considered in isolation or as a substitute for, or superior to, financial information prepared and presented in accordance with GAAP. Investors are encouraged to review the reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measures. A reconciliation of the non-GAAP financial measures to such GAAP measures can be found below. These non-GAAP financial measures should be considered supplemental to, and not a substitute for, our reported financial results prepared in accordance with GAAP.

Reconciliation of Non-GAAP Adjusted Gross Profit
The following table presents a reconciliation of GAAP gross profit to non-GAAP adjusted gross profit, for each of the periods presented:

(Amounts expressed in millions
of United States dollars)

For the Three Months Ended

For the Six Months Ended





June 30, 2022

June 30,
2021

March 31,
2022

June 30,
2022

June 30,
2021





Gross Profit GAAP

$

182.2

$

144.5

$

178.2

$

360.3

$

279.7



Gross Margin % GAAP


57 %


67 %


56 %


56 %


68 %



Add (Deduct) Impact of:













Inventory Step Up Fair Value

$

0.6

$

0.0

$

0.4

$

1.0

$

2.5



Transaction, Acquisition, and Integration Costs

$

0.6

$

2.2

$

6.8

$

7.4

$

3.5



Adjusted Gross Profit Non-GAAP

$

183.4

$

146.7

$

185.4

$

368.8

$

285.7



Adjusted Gross Margin % Non-GAAP


57 %


68 %


58 %


58 %


70 %



Reconciliation of Non-GAAP Adjusted Net Income
The following table presents a reconciliation of GAAP net income (loss) to non-GAAP adjusted net income, for each of the periods presented:

(Amounts expressed in millions
of United States dollars)

For the Three Months Ended

For the Six Months Ended





June 30, 2022

June 30,
2021

March 31,
2022

June 30,
2022

June 30,
2021





Net Income (Loss) GAAP

$

(22.5)

$

40.9

$

(32.0)

$

(54.5)

$

71.0



Add (Deduct) Impact of:













Warrant Liability Adjustment

$

(1.4)

$

0.0

$

(0.8)

$

(2.3)

$

0.0



Inventory Step Up Fair Value

$

0.6

$

0.0

$

0.4

$

1.0

$

2.5



Transaction, Acquisition, and Integration Costs

$

17.0

$

4.5

$

17.2

$

34.2

$

6.5



Covid Related Expenses

$

0.2

$

1.7

$

0.4

$

0.6

$

5.5



Divestment Non-Operating Assets

$

0.7

$

0.0

$

2.7

$

3.4

$

0.0



Impairment and Disposal of Long-lived Assets

$

4.3

$

0.0

$

13.8

$

18.1

$

0.0



Adjusted Net Income (Loss) Non-GAAP

$

(1.1)

$

47.0

$

1.7

$

0.6

$

85.5



Reconciliation of Non-GAAP Adjusted Earnings Per Share
The following table presents a reconciliation of GAAP earnings (loss) per share to non-GAAP adjusted earnings per share, for each of the periods presented:

(Amounts expressed in millions
of United States dollars)

For the Three Months Ended

For the Six Months Ended





June 30, 2022

June 30,
2021

March 31,
2022

June 30,
2022

June 30,
2021





Earnings (Loss) Per Share GAAP

$

(0.12)

$

0.31

$

(0.17)

$

(0.29)

$

0.55



Add (Deduct) Impact of:













Warrant Liability Adjustment

$

(0.01)

$

0.00

$

0.00

$

(0.01)

$

0.00



Inventory Step Up Fair Value

$

0.00

$

0.00

$

0.00

$

0.01

$

0.02



Transaction, Acquisition, and Integration Costs

$

0.09

$

0.03

$

0.09

$

0.18

$

0.05



Covid Related Expenses

$

0.00

$

0.01

$

0.00

$

0.00

$

0.04



Divestment Non-Operating Assets

$

0.00

$

0.00

$

0.01

$

0.02

$

0.00



Impairment and Disposal of Long-lived Assets

$

0.02

$

0.00

$

0.07

$

0.10

$

0.00



Adjusted Earnings Per Share Non-GAAP

$

(0.01)

$

0.35

$

0.01

$

0.00

$

0.67



Reconciliation of Non-GAAP Adjusted EBITDA
The following table presents a reconciliation of GAAP net income (loss) to non-GAAP Adjusted EBITDA, for each of the periods presented:

(Amounts expressed in millions
of United States dollars)

For the Three Months Ended

For the Six Months Ended





June 30, 2022

June 30,
2021

March 31,
2022

June 30,
2022

June 30,
2021





Net Income (Loss) GAAP

$

(22.5)

$

40.9

$

(32.0)

$

(54.5)

$

71.0



Add (Deduct) Impact of:













Interest Expense, net

$

19.7

$

6.6

$

17.9

$

37.6

$

14.5



Provision For Income Taxes

$

44.8

$

29.1

$

42.3

$

87.1

$

63.7



Depreciation and Amortization

$

30.9

$

6.7

$

29.3

$

60.2

$

12.1



Depreciation in COGS

$

13.8

$

5.0

$

10.7

$

24.5

$

8.7



EBITDA

$

86.7

$

88.3

$

68.2

$

154.9

$

169.9
















Inventory Step Up Fair Value

$

0.6

$

0.0

$

0.4

$

1.0

$

2.5



Integration and Transition Costs

$

5.1

$

1.5

$

5.3

$

10.4

$

1.9



Acquisition and Transaction Costs

$

7.0

$

1.6

$

3.3

$

10.3

$

3.2



Share-Based Compensation

$

5.7

$

0.7

$

4.6

$

10.3

$

1.5



Other Non-Recurring Expenses

$

4.9

$

1.4

$

8.6

$

13.5

$

1.4



Covid Related Expenses

$

0.2

$

1.7

$

0.4

$

0.6

$

5.5



Impairment and Disposal of Long-lived Assets

$

4.3

$

0.0

$

13.8

$

18.1

$

0.0



Divestment and Sale of Non-Operating Assets

$

0.7

$

0.0

$

2.7

$

3.4

$

0.0



Non-Controlling Interest

$

(1.1)

$

0.0

$

0.0

$

(1.1)

$

0.0



Other Expense (Income), net

$

(1.7)

$

(0.3)

$

(0.9)

$

(2.6)

$

(0.3)



Fair Value of Derivative Liabilities - Warrants

$

(1.4)

$

0.0

$

(0.8)

$

(2.3)

$

0.0



Adjusted EBITDA Non-GAAP

$

111.0

$

94.9

$

105.5

$

216.5

$

185.7



Forward-Looking Statements
This news release includes forward-looking information and statements within the meaning of the Private Securities Litigation Reform Act of 1995.  These forward-looking statements relate to the Company's expectations or forecasts of business, operations, financial performance, prospects, and other plans, intentions, expectations, estimates, and beliefs and include statements regarding the Company's expected revenue and adjusted EBITDA for fiscal 2022, its plans for streamlining operations and navigating short term headwinds to emerge stronger, and potential expansion of the Company's operations.  Words such as "expects", "continue", "will", "anticipates" and "intends" or similar expressions are intended to identify forward-looking statements. These forward-looking statements are based on the Company's current projections and expectations about future events and financial trends that management believes might affect its financial condition, results of operations, business strategy and financial needs, and on certain assumptions and analysis made by the Company in light of the experience and perception of historical trends, current conditions and expected future developments and other factors management believes are appropriate. Forward-looking information and statements involve and are subject to assumptions and known and unknown risks, uncertainties, and other factors which may cause actual events, results, performance, or achievements of the Company to be materially different from future events, results, performance, and achievements expressed or implied by forward-looking information and statements herein, including, without limitation, the risks discussed under the heading "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2021 and in our periodic reports subsequently filed with the United Sates Securities and Exchange Commission and in the Company's filings on SEDAR at www.sedar.com . Although the Company believes that any forward-looking information and statements herein are reasonable, in light of the use of assumptions and the significant risks and uncertainties inherent in such information and statements, there can be no assurance that any such forward-looking information and statements will prove to be accurate, and accordingly readers are advised to rely on their own evaluation of such risks and uncertainties and should not place undue reliance upon such forward-looking information and statements. Any forward-looking information and statements herein are made as of the date hereof and, except as required by applicable laws, the Company assumes no obligation and disclaims any intention to update or revise any forward-looking information and statements herein or to update the reasons that actual events or results could or do differ from those projected in any forward looking information and statements herein, whether as a result of new information, future events or results, or otherwise.

About Trulieve
Trulieve is an industry leading, vertically integrated cannabis company and multi-state operator in the U.S. operating in 11 states, with leading market positions in Arizona , Florida , and Pennsylvania . Trulieve is poised for accelerated growth and expansion, building scale in retail and distribution in new and existing markets through its hub strategy. By providing innovative, high-quality products across its brand portfolio, Trulieve delivers optimal customer experiences and increases access to cannabis, helping patients and customers to live without limits. Trulieve is listed on the CSE under the symbol TRUL and trades on the OTCQX market under the symbol TCNNF. For more information, please visit Trulieve.com .

Facebook: @Trulieve
Instagram: @Trulieve _
Twitter: @Trulieve

Investor Contact
Christine Hersey , Executive Director of Investor Relations
+1 (424) 202-0210
Christine.Hersey@Trulieve.com

Media Contact
Rob Kremer , Executive Director of Corporate Communications
+1 (404) 218-3077
Robert.Kremer@Trulieve.com

Cision View original content to download multimedia: https://www.prnewswire.com/news-releases/trulieve-delivers-record-second-quarter-2022-results-driven-by-organic-retail-sales-301603021.html

SOURCE Trulieve Cannabis Corp.

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Trulieve Delivers Record Second Quarter 2022 Results Driven by Organic Retail Sales

  • Revenue of $320.3 million , up 49% year over year and 1% sequentially
  • Retail revenue grew 3% sequentially across industry leading U.S. network of 168 dispensaries as of June 30, 2022
  • GAAP gross margin of 57% and Adjusted EBITDA* margin of 35%

Trulieve Cannabis Corp. (CSE: TRUL ) (OTCQX: TCNNF ) ("Trulieve" or "the Company"), a leading and top-performing cannabis company in the U.S., today announced its results for the quarter ended June 30, 2022 . Results are reported in U.S. dollars unless otherwise indicated.

Trulieve logo (PRNewsfoto/Trulieve Cannabis Corp.)

Q2 2022 Financial Highlights*

  • Revenue increased 49% year over year to $320.3 million from $215.1 million and 1% sequentially.
  • Retail revenue increased 3% to $298.6 million and wholesale, licensing and other revenue declined by 22% sequentially to $21.7 million .
  • Gross profit of $182.2 million and GAAP gross margin of 57% in the second quarter compared to gross profit of $178.2 million and GAAP gross margin of 56% in the first quarter of 2022.
  • Net loss of $22.5 million , a sequential improvement of 30%. Adjusted net loss of $1.1 million * excludes $11.8 million of transaction, acquisition, integration, and other non-recurring charges primarily associated with the Harvest acquisition, a $5.2 million earnout payment for acquired cultivation in Arizona , $4.3 million in asset impairments associated with the closing of redundant cultivation facilities in Florida and a loss of $0.7 million due to the repurposing of a development stage production site in Arizona .
  • Adjusted EBITDA grew 17% year over year to $111.0 million *, or 35% of revenue in the second quarter compared to Adjusted EBITDA of $105.5 million *, or 33% of revenue in the first quarter of 2022.
  • Cash at quarter end of $181.4 million .

*See "Non-GAAP Financial Measures" below for additional information and a reconciliation to GAAP for all Non-GAAP metrics.

Q2 2022 Operational Highlights

  • Opened 6 new dispensaries in Fort Myers and Zephyrhills, Florida ; Framingham, Massachusetts ; Coatesville, Pennsylvania ; and Parkersburg and South Charleston, West Virginia . Relocated one dispensary in New Port Richey, Florida .
  • Exited the second quarter with operations in 11 states, with 32% of our retail locations outside of the state of Florida .
  • Produced over 10 million finished goods units in the second quarter, up 79% year over year.
  • Received Notice of Award of Provisional Dispensary License for District Southeast-3 in Columbus, Ohio .
  • Successfully launched Modern Flower TM , Muse TM , Roll One TM , and Sweet Talk TM branded products across markets including Arizona , Florida , Maryland , Pennsylvania and West Virginia .
  • Hosted inaugural Analyst Day event featuring production facility tours including a new 750 thousand square foot automated cultivation facility and corporate presentation showcasing production, retail, branding and marketing, and data analytics capabilities.
  • Expanded roll out and applications of Customer Data Platform for targeted marketing campaigns.

Recent Events

  • Celebrated six year anniversary of first retail sale in Florida .
  • Opened 7 new dispensaries in Phoenix, Arizona ; Apopka , Coral Springs , Hollywood , and Kissimmee, Florida ; and Hurricane and Morgantown, West Virginia .
  • New Phoenix dispensary represented first branded Trulieve store in Arizona , kicking off statewide rebranding efforts to continue over the next year.
  • Currently operate 175 retail dispensaries and over 4.0 million square feet of cultivation and processing capacity in the United States .
  • Elected to discontinue wholesale operations in Nevada and are currently evaluating options to exit the market.
  • Made an initial contribution to the Smart and Safe Florida campaign, which aims to legalize adult use marijuana in Florida through a ballot initiative in November 2024 .

Management Commentary
"Our team delivered strong second quarter results with topline growth and margin improvement by staying focused on our plan," said Kim Rivers , Trulieve CEO. "During our mid-year strategic review, we identified proactive measures to address the rapidly evolving economic landscape."

Rivers continued, "We are committed to meeting customer needs, improving performance in core markets, managing cash wisely, and streamlining operations across the company. We strongly believe that taking firm and decisive action now will better position the organization to capitalize on numerous catalysts in the years ahead. Trulieve has the capital, discipline, and experience to navigate short term headwinds and emerge as a stronger company."

Financial Guidance
Factoring in strategic changes across our business, the impact of inflation on consumer spending, softness in wholesale markets, and the lack of visibility in the current macroeconomic environment, we are adjusting 2022 revenue guidance by 5% from the low end of our prior outlook to $1.25 billion to $1.3 billion . Accordingly, we anticipate Adjusted EBITDA will be in the range of $415 million to $450 million .

Financial Highlights

Results of Operations

For the Three Months Ended

For the Six Months Ended





(Figures in millions and
% change based on these
figures)

June 30,
2022

June 30,
2021

change

March 31,
2022

change

June 30,
2022

June 30,
2021

change





Revenue

$

320.3

$

215.1

49 %

$

318.3

1 %

$

638.6

$

408.9

56 %



Gross Profit

$

182.2

$

144.5

26 %

$

178.2

2 %

$

360.3

$

279.7

29 %



Gross Margin %


57 %


67 %



56 %



56 %


68 %




Adjusted Gross Profit

$

183.4

$

146.7

25 %

$

185.4

-1 %

$

368.8

$

285.7

29 %



Adjusted Gross Margin %


57 %


68 %



58 %



58 %


70 %




Operating Expenses

$

144.2

$

68.2

111 %

$

149.5

-4 %

$

293.7

$

130.9

124 %



Operating Expenses %


45 %


32 %



47 %



46 %


32 %




Net Income (Loss)

$

(22.5)

$

40.9

---

$

(32.0)

---

$

(54.5)

$

71.0

---



Adjusted Net Income (Loss)

$

(1.1)

$

47.0

---

$

1.7

---

$

0.6

$

85.5

---



Diluted Shares Outstanding


187.2


133.0



187.1



187.1


127.9




EPS

$

(0.12)

$

0.31

---

$

(0.17)

---

$

(0.29)

$

0.55

---



Adjusted EPS

$

(0.01)

$

0.35

---

$

0.01

---

$

0.00

$

0.67

---



Adjusted EBITDA

$

111.0

$

94.9

17 %

$

105.5

5 %

$

216.5

$

185.7

17 %



Adjusted EBITDA Margin %


35 %


44 %



33 %



34 %


45 %




Conference Call
The Company will host a conference call and live audio webcast on August 10 , 2022, at 8:30 A.M. Eastern time , to discuss its second quarter 2022 financial results.

Interested parties can join the conference call by dialing in as directed below. Please dial in 15 minutes prior to the call.

North American toll free: 1-888-317-6003             passcode: 6100603
International: 1-412-317-6061                               passcode: 6100603

A live audio webcast of the conference call will be available at:
https://app.webinar.net/eNPDleGz6oj

A powerpoint presentation is available at
https://investors.trulieve.com/events-presentations

An archived replay of the webcast will be available at:
https://investors.trulieve.com/events-presentations

The Company's Form 10-Q for the quarter ended June 30, 2022 , will be available on the SEC's website or at https://investors.trulieve.com/financial-information/quarterly-results . The Company's Management Discussion and Analysis for the period and the accompanying financial statements and notes will be available under the Company's profile on SEDAR and on its website at https://investors.trulieve.com/financial-information/quarterly-results . This news release is not in any way a substitute for reading those financial statements, including the notes to the financial statements.

Non-GAAP Financial Measures
In addition to our results determined in accordance with GAAP, we supplement our results with non-GAAP financial measures, including adjusted gross profit, adjusted net income, adjusted net income per diluted share, and adjusted cash flow from operations. Our management uses these non-GAAP financial measures in conjunction with GAAP financial measures to evaluate our operating results and financial performance. We believe these measures are useful to investors as they are widely used measures of performance and can facilitate comparison to other companies. These non-GAAP financial measures have limitations as analytical tools in that they do not reflect all of the amounts associated with our results of operations as determined in accordance with GAAP. Because of these limitations, these non-GAAP financial measures should be considered along with GAAP financial performance measures. The presentation of these non-GAAP financial measures is not intended to be considered in isolation or as a substitute for, or superior to, financial information prepared and presented in accordance with GAAP. Investors are encouraged to review the reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measures. A reconciliation of the non-GAAP financial measures to such GAAP measures can be found below. These non-GAAP financial measures should be considered supplemental to, and not a substitute for, our reported financial results prepared in accordance with GAAP.

Reconciliation of Non-GAAP Adjusted Gross Profit
The following table presents a reconciliation of GAAP gross profit to non-GAAP adjusted gross profit, for each of the periods presented:

(Amounts expressed in millions
of United States dollars)

For the Three Months Ended

For the Six Months Ended





June 30, 2022

June 30,
2021

March 31,
2022

June 30,
2022

June 30,
2021





Gross Profit GAAP

$

182.2

$

144.5

$

178.2

$

360.3

$

279.7



Gross Margin % GAAP


57 %


67 %


56 %


56 %


68 %



Add (Deduct) Impact of:













Inventory Step Up Fair Value

$

0.6

$

0.0

$

0.4

$

1.0

$

2.5



Transaction, Acquisition, and Integration Costs

$

0.6

$

2.2

$

6.8

$

7.4

$

3.5



Adjusted Gross Profit Non-GAAP

$

183.4

$

146.7

$

185.4

$

368.8

$

285.7



Adjusted Gross Margin % Non-GAAP


57 %


68 %


58 %


58 %


70 %



Reconciliation of Non-GAAP Adjusted Net Income
The following table presents a reconciliation of GAAP net income (loss) to non-GAAP adjusted net income, for each of the periods presented:

(Amounts expressed in millions
of United States dollars)

For the Three Months Ended

For the Six Months Ended





June 30, 2022

June 30,
2021

March 31,
2022

June 30,
2022

June 30,
2021





Net Income (Loss) GAAP

$

(22.5)

$

40.9

$

(32.0)

$

(54.5)

$

71.0



Add (Deduct) Impact of:













Warrant Liability Adjustment

$

(1.4)

$

0.0

$

(0.8)

$

(2.3)

$

0.0



Inventory Step Up Fair Value

$

0.6

$

0.0

$

0.4

$

1.0

$

2.5



Transaction, Acquisition, and Integration Costs

$

17.0

$

4.5

$

17.2

$

34.2

$

6.5



Covid Related Expenses

$

0.2

$

1.7

$

0.4

$

0.6

$

5.5



Divestment Non-Operating Assets

$

0.7

$

0.0

$

2.7

$

3.4

$

0.0



Impairment and Disposal of Long-lived Assets

$

4.3

$

0.0

$

13.8

$

18.1

$

0.0



Adjusted Net Income (Loss) Non-GAAP

$

(1.1)

$

47.0

$

1.7

$

0.6

$

85.5



Reconciliation of Non-GAAP Adjusted Earnings Per Share
The following table presents a reconciliation of GAAP earnings (loss) per share to non-GAAP adjusted earnings per share, for each of the periods presented:

(Amounts expressed in millions
of United States dollars)

For the Three Months Ended

For the Six Months Ended





June 30, 2022

June 30,
2021

March 31,
2022

June 30,
2022

June 30,
2021





Earnings (Loss) Per Share GAAP

$

(0.12)

$

0.31

$

(0.17)

$

(0.29)

$

0.55



Add (Deduct) Impact of:













Warrant Liability Adjustment

$

(0.01)

$

0.00

$

0.00

$

(0.01)

$

0.00



Inventory Step Up Fair Value

$

0.00

$

0.00

$

0.00

$

0.01

$

0.02



Transaction, Acquisition, and Integration Costs

$

0.09

$

0.03

$

0.09

$

0.18

$

0.05



Covid Related Expenses

$

0.00

$

0.01

$

0.00

$

0.00

$

0.04



Divestment Non-Operating Assets

$

0.00

$

0.00

$

0.01

$

0.02

$

0.00



Impairment and Disposal of Long-lived Assets

$

0.02

$

0.00

$

0.07

$

0.10

$

0.00



Adjusted Earnings Per Share Non-GAAP

$

(0.01)

$

0.35

$

0.01

$

0.00

$

0.67



Reconciliation of Non-GAAP Adjusted EBITDA
The following table presents a reconciliation of GAAP net income (loss) to non-GAAP Adjusted EBITDA, for each of the periods presented:

(Amounts expressed in millions
of United States dollars)

For the Three Months Ended

For the Six Months Ended





June 30, 2022

June 30,
2021

March 31,
2022

June 30,
2022

June 30,
2021





Net Income (Loss) GAAP

$

(22.5)

$

40.9

$

(32.0)

$

(54.5)

$

71.0



Add (Deduct) Impact of:













Interest Expense, net

$

19.7

$

6.6

$

17.9

$

37.6

$

14.5



Provision For Income Taxes

$

44.8

$

29.1

$

42.3

$

87.1

$

63.7



Depreciation and Amortization

$

30.9

$

6.7

$

29.3

$

60.2

$

12.1



Depreciation in COGS

$

13.8

$

5.0

$

10.7

$

24.5

$

8.7



EBITDA

$

86.7

$

88.3

$

68.2

$

154.9

$

169.9
















Inventory Step Up Fair Value

$

0.6

$

0.0

$

0.4

$

1.0

$

2.5



Integration and Transition Costs

$

5.1

$

1.5

$

5.3

$

10.4

$

1.9



Acquisition and Transaction Costs

$

7.0

$

1.6

$

3.3

$

10.3

$

3.2



Share-Based Compensation

$

5.7

$

0.7

$

4.6

$

10.3

$

1.5



Other Non-Recurring Expenses

$

4.9

$

1.4

$

8.6

$

13.5

$

1.4



Covid Related Expenses

$

0.2

$

1.7

$

0.4

$

0.6

$

5.5



Impairment and Disposal of Long-lived Assets

$

4.3

$

0.0

$

13.8

$

18.1

$

0.0



Divestment and Sale of Non-Operating Assets

$

0.7

$

0.0

$

2.7

$

3.4

$

0.0



Non-Controlling Interest

$

(1.1)

$

0.0

$

0.0

$

(1.1)

$

0.0



Other Expense (Income), net

$

(1.7)

$

(0.3)

$

(0.9)

$

(2.6)

$

(0.3)



Fair Value of Derivative Liabilities - Warrants

$

(1.4)

$

0.0

$

(0.8)

$

(2.3)

$

0.0



Adjusted EBITDA Non-GAAP

$

111.0

$

94.9

$

105.5

$

216.5

$

185.7



Forward-Looking Statements
This news release includes forward-looking information and statements within the meaning of the Private Securities Litigation Reform Act of 1995.  These forward-looking statements relate to the Company's expectations or forecasts of business, operations, financial performance, prospects, and other plans, intentions, expectations, estimates, and beliefs and include statements regarding the Company's expected revenue and adjusted EBITDA for fiscal 2022, its plans for streamlining operations and navigating short term headwinds to emerge stronger, and potential expansion of the Company's operations.  Words such as "expects", "continue", "will", "anticipates" and "intends" or similar expressions are intended to identify forward-looking statements. These forward-looking statements are based on the Company's current projections and expectations about future events and financial trends that management believes might affect its financial condition, results of operations, business strategy and financial needs, and on certain assumptions and analysis made by the Company in light of the experience and perception of historical trends, current conditions and expected future developments and other factors management believes are appropriate. Forward-looking information and statements involve and are subject to assumptions and known and unknown risks, uncertainties, and other factors which may cause actual events, results, performance, or achievements of the Company to be materially different from future events, results, performance, and achievements expressed or implied by forward-looking information and statements herein, including, without limitation, the risks discussed under the heading "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2021 and in our periodic reports subsequently filed with the United Sates Securities and Exchange Commission and in the Company's filings on SEDAR at www.sedar.com . Although the Company believes that any forward-looking information and statements herein are reasonable, in light of the use of assumptions and the significant risks and uncertainties inherent in such information and statements, there can be no assurance that any such forward-looking information and statements will prove to be accurate, and accordingly readers are advised to rely on their own evaluation of such risks and uncertainties and should not place undue reliance upon such forward-looking information and statements. Any forward-looking information and statements herein are made as of the date hereof and, except as required by applicable laws, the Company assumes no obligation and disclaims any intention to update or revise any forward-looking information and statements herein or to update the reasons that actual events or results could or do differ from those projected in any forward looking information and statements herein, whether as a result of new information, future events or results, or otherwise.

About Trulieve
Trulieve is an industry leading, vertically integrated cannabis company and multi-state operator in the U.S. operating in 11 states, with leading market positions in Arizona , Florida , and Pennsylvania . Trulieve is poised for accelerated growth and expansion, building scale in retail and distribution in new and existing markets through its hub strategy. By providing innovative, high-quality products across its brand portfolio, Trulieve delivers optimal customer experiences and increases access to cannabis, helping patients and customers to live without limits. Trulieve is listed on the CSE under the symbol TRUL and trades on the OTCQX market under the symbol TCNNF. For more information, please visit Trulieve.com .

Facebook: @Trulieve
Instagram: @Trulieve _
Twitter: @Trulieve

Investor Contact
Christine Hersey , Executive Director of Investor Relations
+1 (424) 202-0210
Christine.Hersey@Trulieve.com

Media Contact
Rob Kremer , Executive Director of Corporate Communications
+1 (404) 218-3077
Robert.Kremer@Trulieve.com

Cision View original content to download multimedia: https://www.prnewswire.com/news-releases/trulieve-delivers-record-second-quarter-2022-results-driven-by-organic-retail-sales-301603021.html

SOURCE Trulieve Cannabis Corp.

Cision View original content to download multimedia: http://www.newswire.ca/en/releases/archive/August2022/10/c8218.html

News Provided by Canada Newswire via QuoteMedia

Keep reading...Show less

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