Cannabis News

Complementary, Scalable Medical and Adult-Use Cannabis Businesses Strengthen Leadership Position in Canada; Expands U.S. and International Reach through World-Class Cultivation, Manufacturing, Diversified Product Portfolio and Distribution Footprint

Robust Supply Chain and Operational Efficiencies Expected to Generate Approximately C$100 Million of Pre-Tax Annual Cost Synergies

Aphria and Tilray to Host a Conference Call and Webcast at 8:30 a.m. Eastern Time

Aphria Inc. (" Aphria ") (TSX: APHA and Nasdaq: APHA ), a leading global cannabis company inspiring and empowering the worldwide community to live their very best life, and Tilray, Inc. (" Tilray ") (Nasdaq: TLRY ), a global pioneer in cannabis research, cultivation, production and distribution, today announced that they have entered into a definitive agreement (the " Agreement ") to combine their businesses and create the world's largest global cannabis company (the " Combined Company" ) based on pro forma revenue 1 . The deal is pursuant to a plan of arrangement (the " Arrangement ") under the Business Corporations Act (Ontario), and the implied pro forma equity value of the Combined Company is approximately C$5.0 billion (US$3.9 billion), based on the share price of Aphria and Tilray at the close of market on December 15, 2020. Following the completion of the Arrangement, the Combined Company will have principal offices in the United States (New York and Seattle), Canada (Toronto, Leamington and Vancouver Island), Portugal and Germany, and it will operate under the Tilray corporate name with shares trading on NASDAQ under ticker symbol "TLRY".

This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20201216005519/en/

The Combined Company, supported by low-cost, state-of-the-art cultivation, processing, and manufacturing facilities, will have a complete portfolio of branded Cannabis 2.0 products in Canada. Internationally, the Combined Company will be well-positioned to pursue growth opportunities with Aphria's medical cannabis and distribution footprint in Germany, and Tilray's European Union Good Manufacturing Practices (" EU-GMP ") low-cost cannabis production facility in Portugal, which has export capabilities and tariff-free access to the European Union (" EU ") to meet increasing global demand for medical cannabis. In the United States, the Combined Company will have a strong consumer packaged goods presence and infrastructure with two strategic pillars, including SweetWater Brewing Company (" SweetWater "), a cannabis lifestyle branded craft brewer, and Manitoba Harvest, a leading hemp food manufacturer and a pioneer in branded CBD and wellness products. The Combined Company is expected to have a strong, flexible balance sheet, cash balance and access to capital giving it the ability to accelerate growth and deliver attractive returns for stockholders.

Under the terms of the Arrangement, the shareholders of Aphria (the " Aphria Shareholders ") will receive 0.8381 shares (the " Exchange Ratio ") of Tilray for each Aphria common share (each, an " Aphria Share "), while holders of Tilray shares (the " Tilray Stockholders ") will continue to hold their Tilray shares (the " Tilray Shares ") with no adjustment to their holdings. Upon the completion of the Arrangement, Aphria Shareholders will own approximately 62 percent of the outstanding Tilray Shares on a fully diluted basis, resulting in a reverse acquisition of Tilray, representing a premium of 23 percent based on the share price at market close on December 15, 2020 to Tilray shareholders. On a pro forma basis for the last twelve months reported by each company, the Combined Company would have had revenue of C$874 million (US$685 million).

Proven Leadership Team

The Combined Company will be led by a best-in-class management team and board of directors, with strong track records in consumer-packaged goods and cannabis experience internationally. Upon completion of the Arrangement, Aphria's current Chairman and Chief Executive Officer, Irwin D. Simon, will lead the Combined Company as Chairman and Chief Executive Officer. The board of directors will consist of nine members, seven of which, including Mr. Simon, are current Aphria directors and two of which will be from Tilray, including Brendan Kennedy, and one of which is to be designated. Aphria and Tilray are confident that the leadership team and proposed board of directors of the Combined Company provides a strong foundation for the Combined Company to accelerate growth. Additional senior leadership positions at the Combined Company will be named at a later date.

"This is an exciting day for both companies including our 2,500 employees, for the cannabis industry, and for patients and consumers around the world. We are bringing together two world-class companies that share a culture of innovation, brand development and cultivation to enhance our Canadian, U.S., and international scale as we pursue opportunities for accelerated growth with the strength and flexibility of our balance sheet and access to capital," said Mr. Simon. "Our highly complementary businesses create a combined company with a leading branded product portfolio, including the most comprehensive Cannabis 2.0 product offerings for patients and consumers, along with significant synergies across our operations in Canada, Europe and the United States. Our business combination with Tilray aligns with our strategic focus and emphasis on our highest return priorities as we strive to generate value for all stakeholders."

"I am honored to work with Brendan Kennedy, a pioneer in the cannabis industry, and the Tilray team as they join forces with our talented employees at Aphria," continued Mr. Simon. "I look forward to leading the talented teams of both Aphria and Tilray as we seek to create a leading global cannabis and consumer packaged goods company with a portfolio of medical, wellness and adult-use brands consumers love."

Mr. Kennedy, Tilray's Chief Executive Officer, commented, "We are thrilled to bring together two cannabis industry leaders. At this nascent stage of development and expansion of the global cannabis market, we believe companies with leading geographic scale, product range and brand expertise are most likely to benefit long-term. By leveraging our combined strengths and capabilities, we expect to be able to meet the needs of consumers more effectively all over the world and advance patient care. With a strong financial profile, low-cost production, leading brands, distribution network and unique partnerships, we believe the Combined Company will be well-positioned to deliver sustainable, attractive returns for stockholders. I look forward to working with Irwin and the Combined Company's management team to make our consumer products more accessible around the world."

Strategic and Financial Benefits

The Combined Company will be the largest global cannabis company based on pro forma revenue for the last twelve months reported by each company with scale and breadth across major geographies and a complete portfolio of market leading brands in the major Cannabis 2.0 product categories. Aphria and Tilray each believe the business combination pursuant to the Arrangement will provide the following financial and strategic benefits, among others:

Financial Strength and Flexibility: The Combined Company will enjoy an attractive financial profile with pro forma revenue of C$874 million (US$685 million) for the last twelve months reported by each company, the highest in the global cannabis industry. In Canada, the combination of Aphria and Tilray will create the leading adult-use cannabis company with gross revenue of C$296 million (US$232 million) in the adult-use market for the twelve months reported by each company. Aphria has generated positive adjusted EBITDA over the last six quarters 2 , which in combination with the synergies to be realized, provides a robust platform for future profitability and cash flow generation for the Combined Company. This, collectively with the strength of the Combined Company's balance sheet and access to capital, is expected to help accelerate global growth and value for the Combined Company's stakeholders.

Creates the Leading Canadian Adult-Use Cannabis Licensed Producer: Together, Aphria and Tilray will be the leading adult-use cannabis Canadian Licensed Producer based on revenue for the last twelve months by combining their respective brands, distribution networks and world-class facilities. In Canada's C$3.1 billion adult-use, retail market 3 , the Combined Company will have one of the lowest cost production operations with its state-of-the-art facilities. In addition, the Combined Company will have a portfolio of carefully curated brands across all consumer segments that are sold through its distribution partners. On a pro forma basis, for the period August to October 2020, the Combined Company would have held a 17.3% retail market share 4 , the largest share held by any single Licensed Producer in Canada and 700 basis points higher than the next closest competitor.

Increases Product Breadth and Commitment to Innovation: Leveraging both Aphria and Tilray's commitment and culture of innovation and brand building, the Combined Company will serve clients with a complete portfolio of Cannabis 2.0 products and sales and service infrastructure supported by leading distribution partners. Aphria and Tilray's complementary brands will be available across economy, value, core, premium and premium plus product offerings. In addition, the Combined Company will have a complete breadth of products in every major cannabis category, including flower, pre-roll, oils, capsules, vapes, edibles and beverages.

Establishes an Unrivaled European Platform: The Combined Company will be well-positioned to pursue growth opportunities with its end-to-end EU-GMP supply chain and distribution, which includes Aphria's German medical cannabis distribution footprint and Tilray's 2.7 million square foot European EU-GMP low-cost cannabis cultivation and production facility in Portugal. In Germany, Aphria's wholly-owned subsidiary, CC Pharma GmbH, will provide the Combined Company with distribution capabilities for the Aphria and Tilray medical cannabis brands to more than 13,000 pharmacies. In Portugal, Tilray's EU-GMP cultivation and production facility will provide the Combined Company with the capacity to cultivate and produce medical cannabis products in order to meet international demand and has export capabilities, which provides tariff-free access to the EU.

Enhances Consumer Packaged Goods Presence and Infrastructure in the U.S.: In the United States, the Combined Company will have a strong consumer packaged goods presence and infrastructure with two strategic pillars, including SweetWater, a cannabis lifestyle branded craft brewer, and Manitoba Harvest, a pioneer in branded hemp, CBD and wellness products with access to 17,000 stores in North America. The Combined Company is expected to leverage SweetWater's craft beer manufacturing and distribution network to build brand awareness for the Combined Company's leading brands via craft beers, hard seltzers, and other beverages as it seeks to take advantage of opportunities for both the adult-use and health and wellbeing beverage trends. The Combined Company also expects to pursue the opportunity to expand with new or existing CBD or other cannabinoid brands leveraging Manitoba Harvest's strong hemp and wellness product platform. When U.S. regulations allow, the Combined Company expects to be well-positioned to compete in the U.S. cannabis market given its existing strong brands and distribution system in addition to its track record of growth in consumer-packaged goods and cannabis.

Positions Combined Company to Continue to Grow in the Beverage Segment: The Combined Company believes it will be well-positioned to pursue an accelerated rate of growth in the Canadian and the U.S. beverage industries by leveraging SweetWater's innovation, knowledge, and expertise to introduce adult-use cannabis brands via craft beers and other beverages. This includes leveraging Aphria and Tilray's proven distribution networks in Canada to sell SweetWater's 420 cannabis lifestyle brand in Canada.

Substantial Synergies: The combination of Aphria and Tilray is expected to deliver approximately C$100 million of annual pre-tax cost synergies within 24 months of the completion of the transaction. The Combined Company expects to achieve cost synergies in the key areas of cultivation and production, cannabis and product purchasing, sales and marketing and corporate expenses. This is expected to include the opportunity for Aphria's Leamington, Ontario operations to provide additional volume for Tilray's brands and to replace the need for Tilray to use wholesale cannabis purchases from other licensed producers. Tilray's London, Ontario facility will also provide Aphria with excess capacity to increase production of additional form factors including their branded edibles and beverages. The Combined Company is considering utilizing Tilray's existing Nanaimo, British Columbia facility for Aphria's premium Broken Coast brand to increasingly meet consumer demand for its products. The Combined Company plans to capitalize on opportunities for growth through a broadened product offering and additional form factors, with the aim of increasing adult-use cannabis brand availability across certain Canadian provinces to an expanded customer base with the Combined Company's scalable infrastructure. Internationally, the Combined Company will have the opportunity to reach additional pharmacies and patients via distribution relationships. The combination is expected to unlock significant shareholder value.

Agreement Details

Under the terms of the Agreement, the Arrangement will be carried out by way of a court approved plan of arrangement under the Business Corporations Act (Ontario) and will require the approval of at least two-thirds of the votes cast by the Aphria Shareholders at a special meeting. Approval of a majority of the votes cast by Tilray stockholders will be required to, among other things contemplated by the Agreement, authorize the issuance of Tilray shares to Aphria shareholders pursuant to the Arrangement. Following completion of the Arrangement, Aphria will become a wholly-owned subsidiary of Tilray, with Aphria shareholders owning approximately 62 percent of Tilray.

Completion of the Arrangement is subject to regulatory and court approvals and other customary closing conditions. Regulatory approvals expected to be required include Competition Bureau (Canada), U.S. HSR and Germany FDI. The Agreement includes certain reciprocal customary provisions, including covenants in respect of the non-solicitation of alternative transactions, a right to match superior proposals and C$65 million (US$50 million) reciprocal termination fee payable under certain circumstances. The Arrangement is expected to close in the second quarter of calendar year 2021 following the receipt of such regulatory approvals, as well as court approval of the Arrangement.

Each of Aphria's and Tilray's respective directors and officers and certain principal Tilray Stockholders have entered into voting support agreements agreeing to vote their Aphria Shares or Tilray Shares, as applicable, in favor of the resolutions put before them pursuant to the Agreement.

For further information on the terms and conditions of the Arrangement, please refer to the Agreement in its entirety, which will be available on SEDAR at www.sedar.com and on EDGAR at www.sec.gov . Full details of the Arrangement will be included in a management information circular of Aphria and in a proxy statement of Tilray to be delivered to Aphria Shareholders and the Tilray Stockholders, respectively, in the coming weeks.

Board of Directors' Approval

Each of Aphria's and Tilray's respective board of directors has unanimously approved the Agreement and the Arrangement. Jefferies LLC provided a fairness opinion to the Board of Directors of Aphria on December 15, 2020, stating that, as of the date of such opinion and based upon the scope of review and subject to the assumptions, limitations and qualifications stated in such opinion, the Exchange Ratio is fair, from a financial point of view, to the Aphria Shareholders. Cowen provided a fairness opinion dated December 15, 2020 to the board of directors of Tilray stating that, as of the date of such opinion and based upon and subject to the assumptions, limitations and qualifications stated in such opinion, the Exchange Ratio is fair, from a financial point of view, to Tilray.

Advisors

Jefferies LLC is serving as financial advisor and DLA Piper LLP (US), DLA Piper (Canada) LLP and Fasken Martineau Dumoulin LLP are acting as legal counsel to Aphria. Cowen is serving as financial advisor and Cooley LLP and Blake, Cassels and Graydon LLP are acting as legal counsel to Tilray.

Conference Call & Webcast Presentation

Aphria and Tilray executives will host a conference call and webcast with a supplemental presentation to discuss the strategic business combination today, December 16, 2020 at 8:30 a.m. Eastern Time.

To listen to the live call, dial (647) 427-7450 from Canada and the U.S. or (888) 231-8191 from international locations and use the passcode 4334816. A telephone replay will be available approximately two hours after the call concludes through January 13, 2021. To access the recording dial (855) 859-2056 and use the passcode 4334816.

There will also be a simultaneous, live webcast and supplemental presentation available on the Investors section of Aphria's and Tilray's website at aphriainc.com and Tilray.com . The webcast will be archived for 30 days.

We Have A Good Thing Growing

About Aphria Inc.

Aphria Inc. is a leading global cannabis company inspiring and empowering the worldwide community to live their very best life. Headquartered in Leamington, Ontario – the greenhouse capital of Canada – Aphria Inc. has been setting the standard for the low-cost production of high-quality cannabis at scale, grown in the most natural conditions possible. Focusing on untapped opportunities and backed by the latest technologies, Aphria Inc. is committed to bringing breakthrough innovation to the global cannabis market. The Company's portfolio of brands is grounded in expertly researched consumer insights designed to meet the needs of every consumer segment. Rooted in our founders' multi-generational expertise in commercial agriculture, Aphria Inc. drives sustainable long-term shareholder value through a diversified approach to innovation, strategic partnerships, and global expansion.

For more information, visit: aphriainc.com

About Tilray®

Tilray (Nasdaq: TLRY) is a global pioneer in the research, cultivation, production and distribution of cannabis and cannabinoids currently serving tens of thousands of patients and consumers in 15 countries spanning five continents.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain information in this news release constitutes forward-looking information or forward-looking statements (together, "forward-looking statements") under Canadian securities laws and within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbor created by such sections and other applicable laws. The forward-looking statements are expressly qualified by this cautionary statement. Any information or statements that are contained in this news release that are not statements of historical fact may be deemed to be forward-looking statements, including, but not limited to, statements in this news release with regards to: (i) statements relating to Aphria's and Tilray's strategic business combination and the expected terms, timing and closing of the Arrangement including, receipt of required regulatory approvals, shareholder approvals, court approvals and satisfaction of other closing customary conditions; (ii) estimates of pro-forma financial information of the Combined Company, including in respect of expected revenues and production of cannabis; (iii) estimates of future costs applicable to sales; (iv) estimates of future capital expenditures; (v) estimates of future cost reductions, synergies including pre-tax synergies, savings and efficiencies; (vi) statements that the Combined Company anticipates to have scalable medical and adult-use cannabis platforms expected to strengthen the leadership position in Canada, United States and internationally; (vii) statements that the Combined Company is expected to offer a diversified and branded product offering and distribution footprint, world-class cultivation, processing and manufacturing facilities; (viii) statements in respect of operational efficiencies expected to be generated as a result of the Arrangement in the amount of more than C$100 million of pre-tax annual cost synergies; (ix) expectations of future balance sheet strength and future equity; (x) that the Combined Company is expected to unlock significant shareholder value; and (xi) statements under the heading "Strategic and Financial Benefits" of this news release. Aphria and Tilray use words such as "forecast", "future", "should", "could", "enable", "potential", "contemplate", "believe", "anticipate", "estimate", "plan", "expect", "intend", "may", "project", "will", "would" and the negative of these terms or similar expressions to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Various assumptions were used in drawing the conclusions contained in the forward-looking statements throughout this news release. Forward-looking statements reflect current beliefs of management of Aphria and Tilray with respect to future events and are based on information currently available to each respective management including based on reasonable assumptions, estimates, internal and external analysis and opinions of management of Aphria and Tilray considering their experience, perception of trends, current conditions and expected developments as well as other factors that each respective management believes to be relevant as at the date such statements are made. Forward-looking statements involve significant known and unknown risks and uncertainties. Many factors could cause actual results, performance or achievement to be materially different from any future forward-looking statements. Factors that may cause such differences include, but are not limited to, risks assumptions and expectations described in Aphria's and Tilray's critical accounting policies and estimates; the adoption and impact of certain accounting pronouncements; Aphria's and Tilray's future financial and operating performance; the competitive and business strategies of Aphria and Tilray ; the intention to grow the business, operations and potential activities of Aphria and Tilray; the ability of Aphria and Tilray to complete the Arrangement; Aphria's and Tilray's ability to provide a return on investment; Aphria's and Tilray's ability to maintain a strong financial position and manage costs, the ability of Aphria and Tilray to maximize the utilization of their existing assets and investments and that the completion of the Arrangement is subject to the satisfaction or waiver of a number of conditions as set forth in the Arrangement Agreement. There can be no assurance as to when these conditions will be satisfied or waived, if at all, or that other events will not intervene to delay or result in the failure to complete the Arrangement. There is a risk that some or all the expected benefits of the Arrangement may fail to materialize or may not occur within the time periods anticipated by Aphria and Tilray. The challenge of coordinating previously independent businesses makes evaluating the business and future financial prospects of the Combined Company following the Arrangement difficult. Material risks that could cause actual results to differ from forward-looking statements also include the inherent uncertainty associated with the financial and other projections; the prompt and effective integration of the Combined Company; the ability to achieve the anticipated synergies and value-creation contemplated by the proposed transaction; the risk associated with Aphria's and Tilray's ability to obtain the approval of the proposed transaction by their shareholders required to consummate the proposed transaction and the timing of the closing of the proposed transaction, including the risk that the conditions to the transaction are not satisfied on a timely basis or at all; the risk that a consent or authorization that may be required for the proposed transaction is not obtained or is obtained subject to conditions that are not anticipated; the outcome of any legal proceedings that may be instituted against the parties and others related to the Arrangement Agreement; unanticipated difficulties or expenditures relating to the transaction, the response of business partners and retention as a result of the announcement and pendency of the transaction; risks relating to the value of Tilray's common stock to be issued in connection with the transaction; the impact of competitive responses to the announcement of the transaction; and the diversion of management time on transaction-related issues. For a more detailed discussion of risks and other factors, see the most recently filed annual information form of Aphria and the annual report filed on form 10-K of Tilray made with applicable securities regulatory authorities and available on SEDAR and EDGAR. The forward-looking statements included in this news release are made as of the date of this news release and neither Aphria nor Tilray undertake any obligation to publicly update such forward-looking statements to reflect new information, subsequent events or otherwise unless required by applicable securities laws.

Additional Information About Tilray and Where to Find It

This news release is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. This release is being made in respect of the proposed transaction involving Aphria and Tilray pursuant to the terms of an arrangement agreement by and among Aphria and Tilray and may be deemed to be soliciting material relating to the proposed transaction.

In connection with the proposed transaction, Aphria will file a management information circular, and Tilray will file a proxy statement on Schedule 14A containing important information about the proposed transaction and related matters. Additionally, Aphria and Tilray will file other relevant materials in connection with the proposed transaction with the applicable securities regulatory authorities. Investors and security holders of Aphria and Tilray are urged to carefully read the entire management information circular and proxy statement (including any amendments or supplements to such documents), respectively, when such documents become available before making any voting decision with respect to the proposed transaction because they will contain important information about the proposed transaction and the parties to the transaction. The Aphria management information circular and the Tilray proxy statement will be mailed to the Aphria and Tilray shareholders, respectively, as well as be accessible on the SEDAR and EDGAR profiles of the respective companies.

Investors and security holders of Tilray will be able to obtain a free copy of the proxy statement, as well as other relevant filings containing information about Tilray and the proposed transaction, including materials that will be incorporated by reference into the proxy statement, without charge, at the SEC's website ( www.sec.gov ) or from Tilray by contacting Tilray's Investor Relations at (203) 682-8253, by email at Raphael.Gross@icrinc.com , or by going to Tilray's Investor Relations page on its website at https://ir.tilray.com/investor-relations and clicking on the link titled "Financials."

Participants in the Tilray Solicitation

Tilray and Aphria and certain of their respective directors, executive officers and employees may be deemed to be participants in the solicitation of Tilray proxies in respect of the proposed transaction. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to Tilray stockholders in connection with the proposed transaction will be set forth in the Tilray proxy statement for the proposed transaction when available. Other information regarding the participants in the Tilray proxy solicitation and a description of their direct and indirect interests in the proposed transaction, by security holdings or otherwise, will be contained in such proxy statement and other relevant materials to be filed with the SEC in connection with the proposed transaction. Copies of these documents may be obtained, free of charge, from the SEC or Tilray as described in the preceding paragraph.

1 Based on the most recently reported quarterly financial statements for Aphria and Tilray.
2 Non-GAAP measure which may not be consistent between companies in our industry. See definition in Aphria's Q1 2021 Management Discussion & Analysis.
3 Annualized September 2020 retail sales of C$256 million based on Statistics Canada November 2020 release
4 Based on Stifel analyst report by Andrew Carter, dated December 6, 2020, "December 2020 Headset Canada Review".

Aphria contacts:
Media
Tamara Macgregor
Chief Corporate Affairs Officer
tamara.macgregor@aphria.com
437-343-4000

Investors
Investor Relations
investors@aphria.com

Tilray contacts:
Media
Amy Bonwick, 647-515-3748
amy@pomppr.com

Investors
Raphael Gross
203-682-8253
Raphael.Gross@icrinc.com

News Provided by Business Wire via QuoteMedia

TerrAscend Second Quarter 2022 Revenue Increases 31% Sequentially to $65 Million

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

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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

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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.

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

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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

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