In case you missed it, here is this week’s big news roundup for cannabis:
- ALQ Signs License and Share Exchange Agreement with Vulcan Enterprises
- 1933 Industries’ Infused MFG Reaches 80x Growth Milestone
- Emblem To Supply British Columbia And Saskatchewan Markets With High Quality Cannabis
- CROP Hemp-CBD Farm Enters Toll Processing Deal to Produce CBD Isolate as it Readies for Harvest
- FinCanna Investee ezGreen Compliance Launches Taxation Reporting Technology
- Naturally Splendid USA and NeutriSci Announce Expanded Binding Terms of Partnership and Added Distribution of HempOmega™ and Cannabidiol (CBD) Sublingual Tablets
- MYM Nutraceuticals Announces Filing of Final Base Shelf Prospectus
- Cannvas Signs LOI with Loop Media Group, Creators of Canada’s Largest Offers Platform
- Wayland Successfully Exports THC Distillate From Canada To Switzerland
- GTEC Holdings Announces Initial Cannabis Stores Scheduled to Be Operational in 2018
- Flowr And Scotts’ Hawthorne Break Ground On First-Of-Its-Kind Cannabis R&D Facility
- Ascent Announces Strategic Alliance with Green Sage Real Estate Investment Firm
- Flower One Commences Trading on the Canadian Securities Exchange (CSE)
- Next Green Wave Holdings Inc. Commences Trading as “NGW”
- Redfund Capital Corp Finances RxMM Health Capital Inc.
- FSD Pharma Begins Construction of Heritage Museum and Flagship Dispensary in Ontario
- Biome Grow To Begin Trading On The Canadian Securities Exchange Under The Symbol “BIO”
- Clinical Trial Shows Positive Brain Activity Linked to Koios Beverages
To see our previous Cannabis Investing Big News Roundups, please click here.
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Numinus and Multidisciplinary Association for Psychedelic Studies collaboration
will conduct follow-on Compassionate Access trial in real-world setting in Vancouver, Canada
Numinus Wellness Inc. (“Numinus” or the “Company”) (TSXV: NUMI), a mental health care company advancing innovative treatments and safe, evidence-based psychedelic-assisted therapies, today congratulates the Multidisciplinary Association for Psychedelic Studies (MAPS) and the MAPP1 trial study team for their announcement of results from the Phase 3 randomized clinical trial of MDMA-assisted therapy for the treatment of severe post-traumatic stress disorder (PTSD).
The trial involved 90 participants with chronic PTSD. It demonstrated that 88% of participants who received three controlled and supervised MDMA-assisted therapy sessions experienced a clinically significant reduction in symptoms, with 67% no longer qualifying for PTSD diagnosis in comparison to 32% of participants randomized to placebo. Study participants had PTSD diagnoses from a range of causes, including combat-related events, accidents, abuse, sexual harm and developmental trauma.
The results, published in the peer-reviewed medical journal Nature Medicine , presented no serious safety concerns, and confirmed earlier findings from MAPS’ six completed Phase 2 clinical trials that demonstrated clear safety and efficacy of MDMA-assisted therapy.
“These Phase 3 results confirm the substantial efficacy and safety of MDMA-assisted therapy for PTSD under the MAPS protocol,” said Payton Nyquvest , Chief Executive Officer of Numinus. “We hope this evidence encourages health regulators to urgently consider policy changes that broaden safe and evidence-based access not only to MDMA but other psychedelic-assisted therapies for mental health care.”
Phase 3 is the final phase of research required by regulators, such as Health Canada and the U.S. Food and Drug Administration (FDA), before deciding whether or not to approve MDMA as a legal prescription treatment for PTSD.
Bringing clinical results into a real-world context
Numinus and MAPS Public Benefit Corporation (PBC), a wholly-owned benefit subsidiary of MAPS, announced in December 2020 their collaboration on a compassionate access trial to deliver MDMA-assisted psychotherapy for PTSD for individuals with treatment-resistant PTSD who are unable to access MDMA-assisted therapy through a Phase 3 trial. Key milestones have since been announced , including the finalization of treatment protocols, training of trial therapists and appointment of lead investigators. The trial is currently in pre-implementation phase and will move into implementation in summer 2021.
“Our compassionate access trial seeks to provide additional safety data to Health Canada that we expect will add to this impressive Phase 3 data to support eventual approval of MDMA-assisted psychotherapy for Canadians with PTSD,” said Dr. Devon Christie , Medical and Therapeutics Services Director of Numinus and Principal Investigator of the compassionate access trial by Numinus and MAPS. “The results highlight the importance of continued efforts such as those by Numinus to bring these treatments to the mainstream.”
Millions are affected globally by PTSD. Canada showed the highest incidence of PTSD in a large-scale study of 24 countries that indicated 1 in 11 Canadians will suffer from PTSD in their lifetime.¹ Current mental health treatments often present limited benefits, poor uptake and negative side effects while requiring chronic medication utilization. Psychedelic-assisted therapy is becoming more mainstream and increasingly accepted by US and Canadian regulators, and has been validated by academic and industry research. MDMA-assisted therapies for PTSD increasingly demonstrate efficacy, including one study showing higher safety and greater effectiveness compared to two common antidepressants² and another study showing both substantial clinical impact and potential cost-savings of millions of dollars per year.³
Media, please note video content: Dr. Devon Christie provides her thoughts on the critical importance of the MAPS Phase 3 trial results , and further information on the upcoming Phase 2 compassionate access trial undertaken by Numinus and MAPS PBC in Canada.
1. Post–Traumatic Stress Disorder in Canada . CNS Neuroscience & therapeutics . 13 Aug 2008 .
2. Breakthrough for Trauma Treatment: Safety and Efficacy of MDMA-Assisted Psychotherapy Compared to Paroxetine and Sertraline . Frontiers in Psychiatry. 12 Sep 2019 .
3. The cost-effectiveness of MDMA-assisted psychotherapy for the treatment of chronic, treatment-resistant PTSD . PLOS ONE. 14 Oct 2020 .
About Numinus
Numinus Wellness (TSX-V: NUMI) empowers people to heal and be well through the development and delivery of innovative mental health care and access to safe, evidence-based psychedelic-assisted therapies. The Numinus Wellness model – including psychedelic production, research and clinic care – is at the forefront of a transformation aimed at healing rather than managing symptoms for depression, anxiety, trauma, pain and substance abuse. At Numinus, we are leading the integration of psychedelic-assisted therapies into mainstream clinical practice, and building the foundation for a healthier society.
Learn more at numinus.ca , and follow us on Facebook , Twitter , and Instagram .
Forward-Looking Statements
This news release contains forward-looking statements within the meaning of applicable securities laws. All statements that are not historical facts, including without limitation, statements regarding future estimates, plans, programs, forecasts, projections, objectives, assumptions, expectations or beliefs of future performance, are “forward-looking statements”. Forward-looking statements can be identified by the use of words such as “plans”, “expects” or “does not expect”, “is expected”, “estimates”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, events or developments to be materially different from any future results, events or developments expressed or implied by such forward-looking statements. Such risks and uncertainties include, among others, dependence on obtaining and maintaining regulatory approvals, including acquiring and renewing federal, provincial, municipal, local or other licences and any inability to obtain all necessary governmental approvals, licences and permits to operate and expand the Company’s facilities; regulatory or political change such as changes in applicable laws and regulations, including federal and provincial legalization of psychedelic therapies, due to inconsistent public opinion, perception of the medical-use of psychedelics, delays or inefficiencies or any other reasons; any other factors or developments which may hinder market growth; the Company’s limited operating history and lack of historical profits; reliance on management; the Company’s requirements for additional financing, and the effect of capital market conditions and other factors on capital availability; competition, including from more established or better financed competitors; the need to secure and maintain corporate alliances and partnerships, including with research and development institutions, customers and suppliers; the development and implementation of medical protocols and treatment standard operating procedures for the use of psychedelic therapies; the Company’s goals to develop and implement partnerships with research organizations and other key players in the integrative mental health industry; the Company’s ability to successfully withstand the economic impact of COVID-19; the medical benefits, safety, efficacy, dosing and social acceptance of psychedelics; the approval and/or success of compassionate access clinical trials; the cultivation and harvest of Psilocybe mushrooms; and the availability of trained personnel and medical professionals. These factors should be considered carefully, and readers are cautioned not to place undue reliance on such forward-looking statements. Although the Company has attempted to identify important risk factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other risk factors that cause actions, events or results to differ from those anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in forward-looking statements. The Company has no obligation to update any forward-looking statement, even if new information becomes available as a result of future events, new information or for any other reason except as required by law.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
SOURCE Numinus Wellness Inc.
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Combined Company Will Maintain Industry Leading Scale in Retail, Cultivation & Production
Footprint Provides National Scale with a Deep Regional Focus in Attractive Markets
Expanded Runway for Growth with new Southwest Hub and Expanded Northeast and Southeast Hubs
Combined Consensus 2021E Revenue of $1.2 Billion
Trulieve and Harvest to Host a Joint Conference Call and Webcast today at 8:30 a.m. ET
TALLAHASSEE, Fla. and PHOENIX , May 10, 2021 /PRNewswire/ — Trulieve Cannabis Corp. (” Trulieve ” or the ” Company “) (CSE: TRUL) (OTC: TCNNF) and Harvest Health & Recreation Inc. (” Harvest “) (CSE: HARV, OTCQX: HRVSF) are pleased to announce they have entered into a definitive arrangement agreement (the ” Arrangement Agreement “) pursuant to which Trulieve will acquire all of the issued and outstanding subordinate voting shares, multiple voting shares and super voting shares (the ” Harvest Shares “) of Harvest (the ” Transaction “). Under the terms of the Arrangement Agreement, shareholders of Harvest (the ” Harvest Shareholders “) will receive 0.1170 of a subordinate voting share of Trulieve (each whole share, a ” Trulieve Share “) for each Harvest subordinate voting share (or equivalent) held (the ” Exchange Ratio “), representing total consideration of approximately $2.1 billion based on the closing price of the Trulieve Shares on May 7, 2021 .
Trulieve, a leading multi-state operator with a focus on the northeast and southeast regions of the United States , and Harvest, a leading multi-state operator with a focus on the west coast and northeast regions of the United States , have built deep, vertically integrated operations in their key markets, becoming leading operators in the United States , the world’s largest regulated cannabis market.
Upon completion of the Transaction, as well as the closing of other previously announced acquisitions by Harvest and Trulieve, the combined business will have operations in 11 states, comprised of 22 cultivation and processing facilities with a total capacity of 3.1 million square feet, and 126 dispensaries serving both the medical and adult-use recreational cannabis markets.
Key Transaction Highlights and Benefits
- Increases Scale Across Our Hub Markets – through the creation of the largest U.S. cannabis operator on a combined retail and cultivation footprint basis;
- Creates the Most Profitable US MSO – with combined 2020 Adjusted EBITDA of $266 million 1,2 and combined 2021E consensus Adjusted EBITDA 3 of $461 million , delivering an unparalleled platform for continued growth;
- Delivers a Superior Existing Retail and Distribution Model – from a robust retail network of 126 dispensaries across 11 states, the combined company will have leading market shares in Arizona and Florida ;
- Strong and Expanding Multi-State Presence – bolsters Trulieve’s expansion in US northeast and southeast hubs in Florida , Pennsylvania and Maryland , and establishes a southwest hub in core markets including Arizona , where recreational adult use of cannabis was recently legalized;
- Optimizes Nationwide Presence – through well-established retail and wholesale channels across markets, as well as the ability to reach an estimated total addressable market of US$19.3 billion in 2025E (Arcview market estimate);
- Adds Premium Brands – to Trulieve’s portfolio of in-house brands and national brand partners with a successful line of products across multiple form factors;
- Leverages Expert Operating Teams and Best Practices – from each of Trulieve and Harvest, enhancing operational excellence by combining unparalleled knowledge of, and success in winning, state license application processes and the ability to rapidly bring operations to market; and
- Accretive Transaction Reinforces Trulieve’s Leading Financial Metrics – by reinforcing superior financial performance relative to peers through industry-leading margins and strong projected profitable growth.
Management Commentary
“Today’s announcement is the largest and most exciting acquisition so far in our industry, creating the most profitable public multi-state operator. Importantly, our companies share similar customer values with a focus on going deep in core markets. This combination offers us the opportunity to leverage our respective strong foundations and propel us forward with an unparalleled platform for future growth,” stated Kim Rivers , Chief Executive Officer of Trulieve. “Harvest provides us with an immediate and significant presence in new and established markets and accelerates our entry into the adult use space in Arizona. Trulieve and Harvest are leaders in our markets, recognized for our innovation, brands, and operational expertise with true depth and scale in our businesses. We look forward to providing best-in-class service to patients and customers on a broader national scale as we create an iconic US cannabis brand.”
“We are thrilled to be joining Trulieve, a company that has achieved unrivaled success and scale in its home state of Florida ,” said Steve White , Chief Executive Officer of Harvest. “As one of the oldest multi-state operators, we believe our track record of identifying and developing attractive market opportunities combined with our recent successful launch of adult use sales in Arizona will add tremendous value to the combined organization as it continues to expand and grow in the coming years.”
Terms of the Transaction
The Transaction will be effected by way of a plan of arrangement pursuant to the Business Corporations Act ( British Columbia ). Under the terms of the Arrangement Agreement, Trulieve will acquire all of the issued and outstanding Harvest Shares, with each Harvest Shareholder receiving 0.1170 of a Trulieve Share for each Harvest Share, implying a price per Harvest Share of US$4.79 , which represents a 34% premium to the May 7, 2021 closing price of the Harvest Shares. After giving effect to the Transaction, Harvest Shareholders will hold approximately 26.7% of the issued and outstanding pro forma Trulieve Shares (on a fully-diluted basis). The Exchange Ratio is subject to adjustment in the event that Harvest completes certain interim period refinancing measures, with the potential adjustment in proportion to the incremental costs from such financing relative to the Transaction value. Additional details of the Transaction will be described in the management information circular and proxy statement (the ” Circular “) that will be mailed to Harvest Shareholders in connection with a special meeting of Harvest Shareholders (the ” Meeting “) expected to be held in the third quarter to approve the Transaction.
The Transaction has been unanimously approved by the Boards of Directors of each of Trulieve and Harvest. Harvest Shareholders holding more than 50% of the voting power of the issued and outstanding Harvest Shares have entered into voting support agreements with Trulieve to vote in favor of the Transaction.
The Arrangement Agreement provides for certain customary provisions, including covenants in respect of non-solicitation of alternative transactions, a right to match superior proposals, US$100 million reciprocal termination fees under certain circumstances and reciprocal expense reimbursement provisions in certain circumstances.
The Transaction is subject to, among other things, the approval of the necessary approvals of the Supreme Court of British Columbia , the approval of two-thirds of the votes cast by Harvest Shareholders at the Special Meeting, receipt of the required regulatory approvals, including, but not limited, approval pursuant to the Hart–Scott–Rodino Antitrust Improvements Act, and other customary conditions of closing. Approval of Trulieve Shareholders is not required. Additional details of the Transaction will be provided in the Circular.
The Board of Directors of Harvest (the ” Harvest Board “) has unanimously determined, after receiving financial and legal advice and following the receipt and review of a unanimous recommendation of a special committee of independent directors (the ” Special Committee “), that the Transaction is in the best interests of Harvest, and that, on the basis of the Fairness Opinion (as defined herein), that the consideration to be received by the Harvest Shareholders is fair, from a financial point of view, to the Harvest Shareholders.
The Harvest Board unanimously recommends that Harvest Shareholders vote in favour of the resolution to approve the Transaction. The Special Committee obtained a fairness opinion from Haywood Securities Inc., (the ” Fairness Opinion “) which provides that, as at the date of such opinion and based upon and subject to the assumptions, procedures, factors, limitations and qualifications set forth therein, the consideration to be received by the Harvest Shareholders pursuant to the Transaction is fair, from a financial point of view, to the Harvest Shareholders.
Financial and Legal Advisors
Canaccord Genuity Corp. acted as exclusive financial advisor and DLA Piper ( Canada ) LLP and Fox Rothschild LLP acted as Canadian and United States legal counsel, respectively, to Trulieve. Canaccord Genuity Corp. also provided a fairness opinion to the Board of Directors of Trulieve.
Moelis & Company LLC acted as financial advisor and Bennett Jones LLP and Troutman Pepper LLP acted as Canadian and United States legal counsel, respectively, to Harvest. Haywood Securities Inc. provided a fairness opinion to the Special Committee.
Conference Call and Investor Presentation
Trulieve and Harvest will hold a conference call and webcast to discuss the acquisition today at 8:30 AM EDT . The conference call may be accessed by dialing 647-427-7450 or 1-888-231-8191 and entering conference ID 8672609. Access to the webcast will be available at Trulieve.com or https://produceredition.webcasts.com/starthere.jsp?ei=1462748&tp_key=b56ece63d6 In addition, an investor presentation providing an overview of the transaction can be accessed on the Investor Relations page of the Trulieve and Harvest investor websites.
About Harvest Health & Recreation Inc.
Headquartered in Tempe, Arizona , Harvest Health & Recreation Inc. is a vertically integrated cannabis company and multi-state operator. Since 2011, Harvest has been committed to expanding its retail and wholesale presence throughout the U.S., acquiring, manufacturing, and selling cannabis products for patients and consumers in addition to providing services to retail dispensaries. Through organic license wins, service agreements, and targeted acquisitions, Harvest has assembled an operational footprint spanning multiple states in the U.S. Harvest’s mission is to improve lives through the goodness of cannabis. We hope you’ll join us on our journey: https://harvesthoc.com .
About Trulieve
Trulieve is primarily a vertically integrated “seed-to-sale” company in the U.S. and is the first and largest fully licensed medical cannabis company in the State of Florida . Trulieve cultivates and produces all of its products in-house and distributes those products to Trulieve-branded dispensaries throughout the State of Florida , as well as directly to patients via home delivery. Trulieve is also a licensed operator in California , Massachusetts , Connecticut , Pennsylvania , and West Virginia . Trulieve is listed on the Canadian Securities Exchange under the symbol TRUL and trades on the OTCQX Best Market under the symbol TCNNF.
To learn more about Trulieve, visit www.Trulieve.com .
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 each party’s expectations or forecasts of business, operations, financial performance, prospects, and other plans, intentions, expectations, estimates, and beliefs and include statements regarding the Company and Harvest’s expected financial performance for fiscal 2021, the combined operations and prospects of the Company and Harvest, the current and projected market and growth opportunities for the combined company, and the timing and completion of the Transaction, including all the required conditions thereto. 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 and Harvest’s current projections and expectations about future events and financial trends that they believe might affect their financial condition, results of operations, prospects, business strategy and financial needs, and on certain assumptions and analysis made by each party in light of the experience and perception of historical trends, current conditions and expected future developments and other factors each party 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 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 the Company and Harvest’s Annual Reports on Form 10-K for the year ended December 31, 2020 filed with the United Sates Securities and Exchange Commission (the “SEC”) on EDGAR and with certain Canadian regulators on SEDAR at www.sedar.com and in other periodic reports and filings made by the Company and Harvest with the SEC on EDGAR and with such Canadian securities regulators on SEDAR. Although the Company and Harvest believe 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 and Harvest assume no obligation and disclaim 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.
The Canadian Securities Exchange has not reviewed, approved, or disapproved the content of this news release.
Footnote 1
This reflects the Adjusted EBITDA of both Trulieve and Harvest on a combined basis for the fiscal year ended December 31 , 2020. The most directly comparable GAAP financial measure for Adjusted EBITDA is Net Income (loss), which on a combined basis for Trulieve and Harvest for the fiscal year ended December 31, 2020 was $3.4 million . The following is a reconciliation of Adjusted EBITDA to Net Income (loss) for Trulieve for the fiscal year ended December 31, 2020 .
Adjusted EBITDA
|
Year Ended |
Change |
|||||||||||||||
|
December 31, |
Increase / (Decrease) |
|||||||||||||||
|
2020 |
2019 |
$ |
% |
|||||||||||||
|
(dollars in thousands) |
||||||||||||||||
|
Adjusted EBITDA |
$ |
250,952 |
$ |
126,409 |
$ |
124,543 |
99 |
% |
||||||||
Adjusted EBITDA for the year ended December 31, 2020, was $251.0 million , an increase of $124.5 million or 99%, from $126.4 million for the year ended December 31, 2019. The following table presents a reconciliation of GAAP net income (loss) to non-GAAP Adjusted EBITDA, for each of the periods presented:
|
Year Ended December 31, |
||||||||
|
2020 |
2019 |
|||||||
|
(dollars in thousands) |
||||||||
|
Net Income and Comprehensive Income |
$ |
62,999 |
$ |
53,094 |
||||
|
Add (Deduct) Impact of: |
||||||||
|
Depreciation and Amortization |
12,600 |
5,079 |
||||||
|
Depreciation included in Cost of Goods Sold |
11,542 |
7,992 |
||||||
|
Interest Expense, Net |
20,237 |
9,050 |
||||||
|
Provision for Income Taxes |
94,451 |
50,586 |
||||||
|
EBITDA |
201,829 |
125,802 |
||||||
|
Share-Based Compensation |
2,765 |
— |
||||||
|
Other Expense (Income), Net |
40,680 |
607 |
||||||
|
Acquisition and Transaction Costs |
4,724 |
— |
||||||
|
Inventory Step up, Fair value |
955 |
— |
||||||
|
Total Adjustment |
$ |
187,953 |
$ |
73,314 |
||||
|
Adjusted EBITDA |
$ |
250,952 |
$ |
126,409 |
||||
Footnote 2
The following is a reconciliation of Adjusted EBITDA to Net Income (loss) for Harvest for the fiscal year ended December 31, 2020 .
Adjusted EBITDA
Adjusted EBITDA is calculated as net income (loss) before non-controlling interest before net interest and other financing costs, income taxes, depreciation and amortization expenses; fixed and intangible asset impairments; gain or loss on sale of assets; change in fair value adjustment of liability; other (income) expense; foreign exchange gain (loss); share-based compensation expense; contract asset (recovery) impairment; discontinued operations, net of tax; other expansion expenses (pre-open); and transaction and other special charges.
We use adjusted EBITDA in assessing the effectiveness of our business strategies and as a factor in making incentive compensation decisions. In addition to its use by management, we also believe adjusted EBITDA is a measure widely used by securities analysts, investors, and others to evaluate financial performance of our company relative to jour competitors. Adjusted EBITDA should not be considered a substitute for earnings before income taxes, net income or other results reported in accordance with GAAP. Adjusted EBITDA may not be comparable to similarly titled measures reported by other companies.
The following table provides a reconciliation of net income (loss) before non-controlling interest to adjusted EBITDA for the periods indicated.
|
(in thousands) |
For the Year Ended December 31, |
|||||||
|
2020 |
2019 |
|||||||
|
Net loss (GAAP) before non-controlling interest |
$ |
(59,578) |
$ |
(168,814) |
||||
|
Add (deduct) impact of: |
||||||||
|
Net interest and other financing costs (1) |
39,013 |
10,198 |
||||||
|
Income tax |
3,650 |
3,756 |
||||||
|
Amortization and depreciation (2) |
11,290 |
7,754 |
||||||
|
Fixed and intangible asset impairments |
664 |
16,977 |
||||||
|
(Gain) loss on sale of assets |
(11,752) |
2,313 |
||||||
|
Fair value adjustment of liability |
10,125 |
(5,482) |
||||||
|
Other (income) expense (3) |
(17,185) |
8,286 |
||||||
|
Foreign currency (gain) loss |
63 |
970 |
||||||
|
Share-based compensation expense |
22,495 |
17,695 |
||||||
|
Contract asset (recovery) impairment |
732 |
35,098 |
||||||
|
Discontinued operations, net of tax |
1,278 |
568 |
||||||
|
Other expansion expenses (pre-open) (4) |
12,719 |
9,770 |
||||||
|
Transaction & other special charges |
1,830 |
17,200 |
||||||
|
Adjusted EBITDA (non-GAAP) (5) |
$ |
15,344 |
$ |
(43,711) |
||||
|
(1) |
Includes $71, $164, $401, and $684 of interest reported in cost of sales. |
|
(2) |
Includes $810, $879, $3,370, and $2,394 of depreciation reported in cost of sales. |
|
(3) |
Primarily represents gains and losses associated with settlements of contingent consideration, litigation, and other non-recurring charges. |
|
(4) |
These are set-up costs to prepare a location for its intended use. We adjust for this amount because we believe these expenses are not indicative of ongoing operations; therefore, this adjustment enhances comparability to prior periods. |
|
(5) |
Adjusted EBITDA is a financial measure used by management that is not defined by U.S. GAAP and may not be comparable to similar measures presented by other companies. See discussion above for a definition of our adjusted EBITDA non-GAAP financial measure and reconciliation to the most directly comparable U.S. GAAP measure. |
Footnote 3: CapitalIQ consensus estimates, as May 7, 2021 and prior to release of Harvest’s first quarter 2021 earnings on May 10 , 2021. Reconciliation of this non-GAAP financial measure (as defined by the SEC) to the most directly comparable financial measure calculated and presented in accordance with GAAP is not included herein because such non-GAAP financial measure has been obtained from third party sources unrelated to the parties, which do not publish the information necessary for such reconciliation. This non-GAAP financial measure is based on the analysis of non-GAAP financial measures of various financial analysts, each of whom may not be calculating such financial measure in the same manner as each other or Trulieve or Harvest. This information should be considered as supplemental in nature and not as a substitute for, or superior to, any measure of performance prepared in accordance with GAAP. Our management teams use adjusted EBITDA to evaluate our operating performance and trends and make planning decisions. Our management teams believe adjusted EBITDA helps identify underlying trends in our business that could otherwise be masked by the effect of the items that we exclude. Accordingly, we believe that adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results, enhancing the overall understanding of our past performance and future prospects of the combined company, and allowing for greater transparency with respect to key financial metrics used by our management teams in its financial and operational decision-making.
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SOURCE Harvest Health & Recreation Inc.
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Cannabis - Will The Fortune 500 Join The Party?
Our Exclusive FREE Report Contains Information You NEED To Know About Cannabis Stock Investing!
Combined Company Will Maintain Industry Leading Scale in Retail, Cultivation & Production
Footprint Provides National Scale with a Deep Regional Focus in Attractive Markets
Expanded Runway for Growth with new Southwest Hub and Expanded Northeast and Southeast Hubs
Combined Consensus 2021E Revenue of $1.2 Billion
Trulieve and Harvest to Host a Joint Conference Call and Webcast today at 8:30 a.m. ET
TALLAHASSEE, Fla. and PHOENIX, Ariz. , May 10, 2021 /CNW/ – Trulieve Cannabis Corp. (” Trulieve ” or the ” Company “) (CSE: TRUL) (OTC: TCNNF) and Harvest Health & Recreation Inc. (” Harvest “) (CSE: HARV, OTCQX: HRVSF) are pleased to announce they have entered into a definitive arrangement agreement (the ” Arrangement Agreement “) pursuant to which Trulieve will acquire all of the issued and outstanding subordinate voting shares, multiple voting shares and super voting shares (the ” Harvest Shares “) of Harvest (the ” Transaction “). Under the terms of the Arrangement Agreement, shareholders of Harvest (the ” Harvest Shareholders “) will receive 0.1170 of a subordinate voting share of Trulieve (each whole share, a ” Trulieve Share “) for each Harvest subordinate voting share (or equivalent) held (the ” Exchange Ratio “), representing total consideration of approximately $2.1 billion based on the closing price of the Trulieve Shares on May 7, 2021 .
Trulieve, a leading multi-state operator with a focus on the northeast and southeast regions of the United States , and Harvest, a leading multi-state operator with a focus on the west coast and northeast regions of the United States , have built deep, vertically integrated operations in their key markets, becoming leading operators in the United States , the world’s largest regulated cannabis market.
Upon completion of the Transaction, as well as the closing of other previously announced acquisitions by Harvest and Trulieve, the combined business will have operations in 11 states, comprised of 22 cultivation and processing facilities with a total capacity of 3.1 million square feet, and 126 dispensaries serving both the medical and adult-use recreational cannabis markets.
Key Transaction Highlights and Benefits
- Increases Scale Across Our Hub Markets – through the creation of the largest U.S. cannabis operator on a combined retail and cultivation footprint basis;
- Creates the Most Profitable US MSO – with combined 2020 Adjusted EBITDA of $266 million 1,2 and combined 2021E consensus Adjusted EBITDA 3 of $461 million , delivering an unparalleled platform for continued growth;
- Delivers a Superior Existing Retail and Distribution Model – from a robust retail network of 126 dispensaries across 11 states, the combined company will have leading market shares in Arizona and Florida ;
- Strong and Expanding Multi-State Presence – bolsters Trulieve’s expansion in US northeast and southeast hubs in Florida , Pennsylvania and Maryland , and establishes a southwest hub in core markets including Arizona , where recreational adult use of cannabis was recently legalized;
- Optimizes Nationwide Presence – through well-established retail and wholesale channels across markets, as well as the ability to reach an estimated total addressable market of US$19.3 billion in 2025E (Arcview market estimate);
- Adds Premium Brands – to Trulieve’s portfolio of in-house brands and national brand partners with a successful line of products across multiple form factors;
- Leverages Expert Operating Teams and Best Practices – from each of Trulieve and Harvest, enhancing operational excellence by combining unparalleled knowledge of, and success in winning, state license application processes and the ability to rapidly bring operations to market; and
- Accretive Transaction Reinforces Trulieve’s Leading Financial Metrics – by reinforcing superior financial performance relative to peers through industry-leading margins and strong projected profitable growth.
Management Commentary
“Today’s announcement is the largest and most exciting acquisition so far in our industry, creating the most profitable public multi-state operator. Importantly, our companies share similar customer values with a focus on going deep in core markets. This combination offers us the opportunity to leverage our respective strong foundations and propel us forward with an unparalleled platform for future growth,” stated Kim Rivers , Chief Executive Officer of Trulieve. “Harvest provides us with an immediate and significant presence in new and established markets and accelerates our entry into the adult use space in Arizona. Trulieve and Harvest are leaders in our markets, recognized for our innovation, brands, and operational expertise with true depth and scale in our businesses. We look forward to providing best-in-class service to patients and customers on a broader national scale as we create an iconic US cannabis brand.”
“We are thrilled to be joining Trulieve, a company that has achieved unrivaled success and scale in its home state of Florida ,” said Steve White , Chief Executive Officer of Harvest. “As one of the oldest multi-state operators, we believe our track record of identifying and developing attractive market opportunities combined with our recent successful launch of adult use sales in Arizona will add tremendous value to the combined organization as it continues to expand and grow in the coming years.”
Terms of the Transaction
The Transaction will be effected by way of a plan of arrangement pursuant to the Business Corporations Act ( British Columbia ). Under the terms of the Arrangement Agreement, Trulieve will acquire all of the issued and outstanding Harvest Shares, with each Harvest Shareholder receiving 0.1170 of a Trulieve Share for each Harvest Share, implying a price per Harvest Share of US$4.79 , which represents a 34% premium to the May 7, 2021 closing price of the Harvest Shares. After giving effect to the Transaction, Harvest Shareholders will hold approximately 26.7% of the issued and outstanding pro forma Trulieve Shares (on a fully-diluted basis). The Exchange Ratio is subject to adjustment in the event that Harvest completes certain interim period refinancing measures, with the potential adjustment in proportion to the incremental costs from such financing relative to the Transaction value. Additional details of the Transaction will be described in the management information circular and proxy statement (the ” Circular “) that will be mailed to Harvest Shareholders in connection with a special meeting of Harvest Shareholders (the ” Meeting “) expected to be held in the third quarter to approve the Transaction.
The Transaction has been unanimously approved by the Boards of Directors of each of Trulieve and Harvest. Harvest Shareholders holding more than 50% of the voting power of the issued and outstanding Harvest Shares have entered into voting support agreements with Trulieve to vote in favor of the Transaction.
The Arrangement Agreement provides for certain customary provisions, including covenants in respect of non-solicitation of alternative transactions, a right to match superior proposals, US$100 million reciprocal termination fees under certain circumstances and reciprocal expense reimbursement provisions in certain circumstances.
The Transaction is subject to, among other things, the approval of the necessary approvals of the Supreme Court of British Columbia , the approval of two-thirds of the votes cast by Harvest Shareholders at the Special Meeting, receipt of the required regulatory approvals, including, but not limited, approval pursuant to the Hart–Scott–Rodino Antitrust Improvements Act, and other customary conditions of closing. Approval of Trulieve Shareholders is not required. Additional details of the Transaction will be provided in the Circular.
The Board of Directors of Harvest (the ” Harvest Board “) has unanimously determined, after receiving financial and legal advice and following the receipt and review of a unanimous recommendation of a special committee of independent directors (the ” Special Committee “), that the Transaction is in the best interests of Harvest, and that, on the basis of the Fairness Opinion (as defined herein), that the consideration to be received by the Harvest Shareholders is fair, from a financial point of view, to the Harvest Shareholders.
The Harvest Board unanimously recommends that Harvest Shareholders vote in favour of the resolution to approve the Transaction. The Special Committee obtained a fairness opinion from Haywood Securities Inc., (the ” Fairness Opinion “) which provides that, as at the date of such opinion and based upon and subject to the assumptions, procedures, factors, limitations and qualifications set forth therein, the consideration to be received by the Harvest Shareholders pursuant to the Transaction is fair, from a financial point of view, to the Harvest Shareholders.
Financial and Legal Advisors
Canaccord Genuity Corp. acted as exclusive financial advisor and DLA Piper ( Canada ) LLP and Fox Rothschild LLP acted as Canadian and United States legal counsel, respectively, to Trulieve. Canaccord Genuity Corp. also provided a fairness opinion to the Board of Directors of Trulieve.
Moelis & Company LLC acted as financial advisor and Bennett Jones LLP and Troutman Pepper LLP acted as Canadian and United States legal counsel, respectively, to Harvest. Haywood Securities Inc. provided a fairness opinion to the Special Committee.
Conference Call and Investor Presentation
Trulieve and Harvest will hold a conference call and webcast to discuss the acquisition today at 8:30 AM EDT . The conference call may be accessed by dialing 647-427-7450 or 1-888-231-8191 and entering conference ID 8672609. Access to the webcast will be available at Trulieve.com or https://produceredition.webcasts.com/starthere.jsp?ei=1462748&tp_key=b56ece63d6 In addition, an investor presentation providing an overview of the transaction can be accessed on the Investor Relations page of the Trulieve and Harvest investor websites.
About Harvest Health & Recreation Inc.
Headquartered in Tempe, Arizona , Harvest Health & Recreation Inc. is a vertically integrated cannabis company and multi-state operator. Since 2011, Harvest has been committed to expanding its retail and wholesale presence throughout the U.S., acquiring, manufacturing, and selling cannabis products for patients and consumers in addition to providing services to retail dispensaries. Through organic license wins, service agreements, and targeted acquisitions, Harvest has assembled an operational footprint spanning multiple states in the U.S. Harvest’s mission is to improve lives through the goodness of cannabis. We hope you’ll join us on our journey: https://harvesthoc.com .
About Trulieve
Trulieve is primarily a vertically integrated “seed-to-sale” company in the U.S. and is the first and largest fully licensed medical cannabis company in the State of Florida . Trulieve cultivates and produces all of its products in-house and distributes those products to Trulieve-branded dispensaries throughout the State of Florida , as well as directly to patients via home delivery. Trulieve is also a licensed operator in California , Massachusetts , Connecticut , Pennsylvania , and West Virginia . Trulieve is listed on the Canadian Securities Exchange under the symbol TRUL and trades on the OTCQX Best Market under the symbol TCNNF.
To learn more about Trulieve, visit www.Trulieve.com .
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 each party’s expectations or forecasts of business, operations, financial performance, prospects, and other plans, intentions, expectations, estimates, and beliefs and include statements regarding the Company and Harvest’s expected financial performance for fiscal 2021, the combined operations and prospects of the Company and Harvest, the current and projected market and growth opportunities for the combined company, and the timing and completion of the Transaction, including all the required conditions thereto. 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 and Harvest’s current projections and expectations about future events and financial trends that they believe might affect their financial condition, results of operations, prospects, business strategy and financial needs, and on certain assumptions and analysis made by each party in light of the experience and perception of historical trends, current conditions and expected future developments and other factors each party 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 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 the Company and Harvest’s Annual Reports on Form 10-K for the year ended December 31, 2020 filed with the United Sates Securities and Exchange Commission (the “SEC”) on EDGAR and with certain Canadian regulators on SEDAR at www.sedar.com and in other periodic reports and filings made by the Company and Harvest with the SEC on EDGAR and with such Canadian securities regulators on SEDAR. Although the Company and Harvest believe 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 and Harvest assume no obligation and disclaim 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.
The Canadian Securities Exchange has not reviewed, approved, or disapproved the content of this news release.
Footnote 1
This reflects the Adjusted EBITDA of both Trulieve and Harvest on a combined basis for the fiscal year ended December 31 , 2020. The most directly comparable GAAP financial measure for Adjusted EBITDA is Net Income (loss), which on a combined basis for Trulieve and Harvest for the fiscal year ended December 31, 2020 was $3.4 million . The following is a reconciliation of Adjusted EBITDA to Net Income (loss) for Trulieve for the fiscal year ended December 31, 2020 .
Footnote 2
The following is a reconciliation of Adjusted EBITDA to Net Income (loss) for Harvest for the fiscal year ended December 31, 2020 .
________________________
Footnote 3: CapitalIQ consensus estimates, as May 7, 2021 and prior to release of Harvest’s first quarter 2021 earnings on May 10 , 2021. Reconciliation of this non-GAAP financial measure (as defined by the SEC) to the most directly comparable financial measure calculated and presented in accordance with GAAP is not included herein because such non-GAAP financial measure has been obtained from third party sources unrelated to the parties, which do not publish the information necessary for such reconciliation. This non-GAAP financial measure is based on the analysis of non-GAAP financial measures of various financial analysts, each of whom may not be calculating such financial measure in the same manner as each other or Trulieve or Harvest. This information should be considered as supplemental in nature and not as a substitute for, or superior to, any measure of performance prepared in accordance with GAAP. Our management teams use adjusted EBITDA to evaluate our operating performance and trends and make planning decisions. Our management teams believe adjusted EBITDA helps identify underlying trends in our business that could otherwise be masked by the effect of the items that we exclude. Accordingly, we believe that adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results, enhancing the overall understanding of our past performance and future prospects of the combined company, and allowing for greater transparency with respect to key financial metrics used by our management teams in its financial and operational decision-making.
SOURCE Trulieve Cannabis Corp.
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Combined Company Will Maintain Industry Leading Scale in Retail, Cultivation & Production
Footprint Provides National Scale with a Deep Regional Focus in Attractive Markets
Expanded Runway for Growth with new Southwest Hub and Expanded Northeast and Southeast Hubs
Combined Consensus 2021E Revenue of $1.2 Billion
Trulieve and Harvest to Host a Joint Conference Call and Webcast today at 8:30 a.m. ET
TALLAHASSEE, Fla. and PHOENIX, Ariz. , May 10, 2021 /CNW/ – Trulieve Cannabis Corp. (” Trulieve ” or the ” Company “) (CSE: TRUL) (OTC: TCNNF) and Harvest Health & Recreation Inc. (” Harvest “) (CSE: HARV, OTCQX: HRVSF) are pleased to announce they have entered into a definitive arrangement agreement (the ” Arrangement Agreement “) pursuant to which Trulieve will acquire all of the issued and outstanding subordinate voting shares, multiple voting shares and super voting shares (the ” Harvest Shares “) of Harvest (the ” Transaction “). Under the terms of the Arrangement Agreement, shareholders of Harvest (the ” Harvest Shareholders “) will receive 0.1170 of a subordinate voting share of Trulieve (each whole share, a ” Trulieve Share “) for each Harvest subordinate voting share (or equivalent) held (the ” Exchange Ratio “), representing total consideration of approximately $2.1 billion based on the closing price of the Trulieve Shares on May 7, 2021 .
Trulieve, a leading multi-state operator with a focus on the northeast and southeast regions of the United States , and Harvest, a leading multi-state operator with a focus on the west coast and northeast regions of the United States , have built deep, vertically integrated operations in their key markets, becoming leading operators in the United States , the world’s largest regulated cannabis market.
Upon completion of the Transaction, as well as the closing of other previously announced acquisitions by Harvest and Trulieve, the combined business will have operations in 11 states, comprised of 22 cultivation and processing facilities with a total capacity of 3.1 million square feet, and 126 dispensaries serving both the medical and adult-use recreational cannabis markets.
Key Transaction Highlights and Benefits
- Increases Scale Across Our Hub Markets – through the creation of the largest U.S. cannabis operator on a combined retail and cultivation footprint basis;
- Creates the Most Profitable US MSO – with combined 2020 Adjusted EBITDA of $266 million 1,2 and combined 2021E consensus Adjusted EBITDA 3 of $461 million , delivering an unparalleled platform for continued growth;
- Delivers a Superior Existing Retail and Distribution Model – from a robust retail network of 126 dispensaries across 11 states, the combined company will have leading market shares in Arizona and Florida ;
- Strong and Expanding Multi-State Presence – bolsters Trulieve’s expansion in US northeast and southeast hubs in Florida , Pennsylvania and Maryland , and establishes a southwest hub in core markets including Arizona , where recreational adult use of cannabis was recently legalized;
- Optimizes Nationwide Presence – through well-established retail and wholesale channels across markets, as well as the ability to reach an estimated total addressable market of US$19.3 billion in 2025E (Arcview market estimate);
- Adds Premium Brands – to Trulieve’s portfolio of in-house brands and national brand partners with a successful line of products across multiple form factors;
- Leverages Expert Operating Teams and Best Practices – from each of Trulieve and Harvest, enhancing operational excellence by combining unparalleled knowledge of, and success in winning, state license application processes and the ability to rapidly bring operations to market; and
- Accretive Transaction Reinforces Trulieve’s Leading Financial Metrics – by reinforcing superior financial performance relative to peers through industry-leading margins and strong projected profitable growth.
Management Commentary
“Today’s announcement is the largest and most exciting acquisition so far in our industry, creating the most profitable public multi-state operator. Importantly, our companies share similar customer values with a focus on going deep in core markets. This combination offers us the opportunity to leverage our respective strong foundations and propel us forward with an unparalleled platform for future growth,” stated Kim Rivers , Chief Executive Officer of Trulieve. “Harvest provides us with an immediate and significant presence in new and established markets and accelerates our entry into the adult use space in Arizona. Trulieve and Harvest are leaders in our markets, recognized for our innovation, brands, and operational expertise with true depth and scale in our businesses. We look forward to providing best-in-class service to patients and customers on a broader national scale as we create an iconic US cannabis brand.”
“We are thrilled to be joining Trulieve, a company that has achieved unrivaled success and scale in its home state of Florida ,” said Steve White , Chief Executive Officer of Harvest. “As one of the oldest multi-state operators, we believe our track record of identifying and developing attractive market opportunities combined with our recent successful launch of adult use sales in Arizona will add tremendous value to the combined organization as it continues to expand and grow in the coming years.”
Terms of the Transaction
The Transaction will be effected by way of a plan of arrangement pursuant to the Business Corporations Act ( British Columbia ). Under the terms of the Arrangement Agreement, Trulieve will acquire all of the issued and outstanding Harvest Shares, with each Harvest Shareholder receiving 0.1170 of a Trulieve Share for each Harvest Share, implying a price per Harvest Share of US$4.79 , which represents a 34% premium to the May 7, 2021 closing price of the Harvest Shares. After giving effect to the Transaction, Harvest Shareholders will hold approximately 26.7% of the issued and outstanding pro forma Trulieve Shares (on a fully-diluted basis). The Exchange Ratio is subject to adjustment in the event that Harvest completes certain interim period refinancing measures, with the potential adjustment in proportion to the incremental costs from such financing relative to the Transaction value. Additional details of the Transaction will be described in the management information circular and proxy statement (the ” Circular “) that will be mailed to Harvest Shareholders in connection with a special meeting of Harvest Shareholders (the ” Meeting “) expected to be held in the third quarter to approve the Transaction.
The Transaction has been unanimously approved by the Boards of Directors of each of Trulieve and Harvest. Harvest Shareholders holding more than 50% of the voting power of the issued and outstanding Harvest Shares have entered into voting support agreements with Trulieve to vote in favor of the Transaction.
The Arrangement Agreement provides for certain customary provisions, including covenants in respect of non-solicitation of alternative transactions, a right to match superior proposals, US$100 million reciprocal termination fees under certain circumstances and reciprocal expense reimbursement provisions in certain circumstances.
The Transaction is subject to, among other things, the approval of the necessary approvals of the Supreme Court of British Columbia , the approval of two-thirds of the votes cast by Harvest Shareholders at the Special Meeting, receipt of the required regulatory approvals, including, but not limited, approval pursuant to the Hart–Scott–Rodino Antitrust Improvements Act, and other customary conditions of closing. Approval of Trulieve Shareholders is not required. Additional details of the Transaction will be provided in the Circular.
The Board of Directors of Harvest (the ” Harvest Board “) has unanimously determined, after receiving financial and legal advice and following the receipt and review of a unanimous recommendation of a special committee of independent directors (the ” Special Committee “), that the Transaction is in the best interests of Harvest, and that, on the basis of the Fairness Opinion (as defined herein), that the consideration to be received by the Harvest Shareholders is fair, from a financial point of view, to the Harvest Shareholders.
The Harvest Board unanimously recommends that Harvest Shareholders vote in favour of the resolution to approve the Transaction. The Special Committee obtained a fairness opinion from Haywood Securities Inc., (the ” Fairness Opinion “) which provides that, as at the date of such opinion and based upon and subject to the assumptions, procedures, factors, limitations and qualifications set forth therein, the consideration to be received by the Harvest Shareholders pursuant to the Transaction is fair, from a financial point of view, to the Harvest Shareholders.
Financial and Legal Advisors
Canaccord Genuity Corp. acted as exclusive financial advisor and DLA Piper ( Canada ) LLP and Fox Rothschild LLP acted as Canadian and United States legal counsel, respectively, to Trulieve. Canaccord Genuity Corp. also provided a fairness opinion to the Board of Directors of Trulieve.
Moelis & Company LLC acted as financial advisor and Bennett Jones LLP and Troutman Pepper LLP acted as Canadian and United States legal counsel, respectively, to Harvest. Haywood Securities Inc. provided a fairness opinion to the Special Committee.
Conference Call and Investor Presentation
Trulieve and Harvest will hold a conference call and webcast to discuss the acquisition today at 8:30 AM EDT . The conference call may be accessed by dialing 647-427-7450 or 1-888-231-8191 and entering conference ID 8672609. Access to the webcast will be available at Trulieve.com or https://produceredition.webcasts.com/starthere.jsp?ei=1462748&tp_key=b56ece63d6 In addition, an investor presentation providing an overview of the transaction can be accessed on the Investor Relations page of the Trulieve and Harvest investor websites.
About Harvest Health & Recreation Inc.
Headquartered in Tempe, Arizona , Harvest Health & Recreation Inc. is a vertically integrated cannabis company and multi-state operator. Since 2011, Harvest has been committed to expanding its retail and wholesale presence throughout the U.S., acquiring, manufacturing, and selling cannabis products for patients and consumers in addition to providing services to retail dispensaries. Through organic license wins, service agreements, and targeted acquisitions, Harvest has assembled an operational footprint spanning multiple states in the U.S. Harvest’s mission is to improve lives through the goodness of cannabis. We hope you’ll join us on our journey: https://harvesthoc.com .
About Trulieve
Trulieve is primarily a vertically integrated “seed-to-sale” company in the U.S. and is the first and largest fully licensed medical cannabis company in the State of Florida . Trulieve cultivates and produces all of its products in-house and distributes those products to Trulieve-branded dispensaries throughout the State of Florida , as well as directly to patients via home delivery. Trulieve is also a licensed operator in California , Massachusetts , Connecticut , Pennsylvania , and West Virginia . Trulieve is listed on the Canadian Securities Exchange under the symbol TRUL and trades on the OTCQX Best Market under the symbol TCNNF.
To learn more about Trulieve, visit www.Trulieve.com .
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 each party’s expectations or forecasts of business, operations, financial performance, prospects, and other plans, intentions, expectations, estimates, and beliefs and include statements regarding the Company and Harvest’s expected financial performance for fiscal 2021, the combined operations and prospects of the Company and Harvest, the current and projected market and growth opportunities for the combined company, and the timing and completion of the Transaction, including all the required conditions thereto. 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 and Harvest’s current projections and expectations about future events and financial trends that they believe might affect their financial condition, results of operations, prospects, business strategy and financial needs, and on certain assumptions and analysis made by each party in light of the experience and perception of historical trends, current conditions and expected future developments and other factors each party 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 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 the Company and Harvest’s Annual Reports on Form 10-K for the year ended December 31, 2020 filed with the United Sates Securities and Exchange Commission (the “SEC”) on EDGAR and with certain Canadian regulators on SEDAR at www.sedar.com and in other periodic reports and filings made by the Company and Harvest with the SEC on EDGAR and with such Canadian securities regulators on SEDAR. Although the Company and Harvest believe 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 and Harvest assume no obligation and disclaim 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.
The Canadian Securities Exchange has not reviewed, approved, or disapproved the content of this news release.
Footnote 1
This reflects the Adjusted EBITDA of both Trulieve and Harvest on a combined basis for the fiscal year ended December 31 , 2020. The most directly comparable GAAP financial measure for Adjusted EBITDA is Net Income (loss), which on a combined basis for Trulieve and Harvest for the fiscal year ended December 31, 2020 was $3.4 million . The following is a reconciliation of Adjusted EBITDA to Net Income (loss) for Trulieve for the fiscal year ended December 31, 2020 .
Footnote 2
The following is a reconciliation of Adjusted EBITDA to Net Income (loss) for Harvest for the fiscal year ended December 31, 2020 .
________________________
Footnote 3: CapitalIQ consensus estimates, as May 7, 2021 and prior to release of Harvest’s first quarter 2021 earnings on May 10 , 2021. Reconciliation of this non-GAAP financial measure (as defined by the SEC) to the most directly comparable financial measure calculated and presented in accordance with GAAP is not included herein because such non-GAAP financial measure has been obtained from third party sources unrelated to the parties, which do not publish the information necessary for such reconciliation. This non-GAAP financial measure is based on the analysis of non-GAAP financial measures of various financial analysts, each of whom may not be calculating such financial measure in the same manner as each other or Trulieve or Harvest. This information should be considered as supplemental in nature and not as a substitute for, or superior to, any measure of performance prepared in accordance with GAAP. Our management teams use adjusted EBITDA to evaluate our operating performance and trends and make planning decisions. Our management teams believe adjusted EBITDA helps identify underlying trends in our business that could otherwise be masked by the effect of the items that we exclude. Accordingly, we believe that adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results, enhancing the overall understanding of our past performance and future prospects of the combined company, and allowing for greater transparency with respect to key financial metrics used by our management teams in its financial and operational decision-making.
SOURCE Trulieve Cannabis Corp.
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4Front Ventures Corp. (CSE: FFNT) (OTCQX: FFNTF) (“4Front” or the “Company”), a national multi-state cannabis operator and retailer with a market advantage in mass-produced, low-cost quality branded cannabis products, today announced that its executive team will participate in the upcoming Canaccord Genuity Virtual Cannabis Conference, held on Tuesday, May 11, 2021 .
Andrew Thut , Chief Investment Officer of 4Front, will participate in a panel discussion on Tuesday, May 11 at 12:00 p.m. ET , and the Company will host small group and one-on-one investor meetings throughout the day.
About 4Front Ventures Corp.
4Front (CSE: FFNT) (OTCQX: FFNTF) is a national multi-state cannabis operator and retailer, with a market advantage in mass-produced, low-cost quality branded cannabis products. 4Front manufactures and distributes a portfolio of over 25 cannabis brands including Marmas, Crystal Clear , Funky Monkey, Pebbles, and the Pure Ratios wellness collection, distributed through retail outlets and their chain of strategically positioned Mission branded dispensaries. Headquartered in Phoenix, Arizona , 4Front has operations in Illinois , Massachusetts , California , Michigan , and Washington state . From plant genetics to the cannabis retail experience, 4Front’s team applies expertise across the entire cannabis value chain. For more information, visit 4Front’s website www.4frontventures.com .
This news release was prepared by management of 4Front Ventures, which takes full responsibility for its contents. The Canadian Securities Exchange (“CSE”) has not reviewed and does not accept responsibility for the adequacy of this news release. Neither the CSE nor its Regulation Services Provider (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release. This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States . The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
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SOURCE 4Front Ventures Corp.
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