Canopy Growth Announces Closing of Plan of Arrangement Involving RIV Capital

Canopy Growth holds conditional ownership of approximately 20% in TerrAscend

Canopy Growth Corporation ("Canopy Growth") (TSX: WEED) (NASDAQ: CGC) announces that it has closed the previously announced plan of arrangement under the Business Corporations Act ( Ontario ) (the "Arrangement") involving Canopy Growth, RIV Capital Inc. (formerly Canopy Rivers Inc.) ("RIV Capital") (TSX: RIV) (OTC: CNPOF) and its wholly-owned subsidiary, RIV Capital Corporation (formerly Canopy Rivers Corporation) ("RCC"), as well as Canopy Growth's wholly-owned subsidiary, The Tweed Tree Lot Inc. ("Tweed NB").

(CNW Group/Canopy Growth Corporation)

Following completion of the Arrangement, Canopy Growth now directly holds 38,890,570 exchangeable shares (the "TerrAscend Exchangeable Shares") in the capital of TerrAscend Corp. ("TerrAscend"), an aggregate of 22,474,130 common share purchase warrants (the "TerrAscend Warrants") in the capital of TerrAscend and is deemed to own an aggregate of 1,072,450 common shares of TerrAscend (the "TerrAscend Shares") that are subject to an option (the "TerrAscend Option") entered into on January 13, 2021 .

Canopy Growth beneficially owns approximately 20% of the issued and outstanding TerrAscend Shares on a fully-diluted basis.  The securities in the capital of TerrAscend held by Canopy Growth are not currently convertible or exercisable and will not be convertible or exercisable until federal laws in the United States with respect to marijuana are amended.

"Our conditional ownership in TerrAscend is a key component of our U.S. ecosystem strategy and strengthens our U.S. exposure ahead of the promising cannabis reform in the U.S." said David Klein , Chief Executive Officer of Canopy Growth. "In addition, the divestiture of our interest in RIV Capital allows Canopy Growth to further improve our focus as an organization."

Pursuant to the Arrangement, among other things, Canopy Growth acquired from RCC (i) 19,445,285 TerrAscend Exchangeable Shares; (ii) 2,225,714 TerrAscend Warrants with an exercise price of C$5.95 per TerrAscend Share; (iii) 333,723 TerrAscend Warrants with an exercise price of C$6.49 per TerrAscend Share; (iv) a C$13.2 million loan receivable owing by TerrAscend Canada Inc. to RCC; (v) all of the Class A preferred shares in the capital of Les Serres Vert Cannabis Inc. ("Vert Mirabel"); and (vi) 143 common shares in the capital of Vert Mirabel, thereby increasing Canopy Growth's ownership of the issued and outstanding common shares in the capital of Vert Mirabel from approximately 41% to approximately 55%. In addition, all of the obligations of Tweed NB owing to RCC pursuant to a royalty agreement between the parties was terminated, providing Canopy Growth with annual cash savings of approximately $2.9 million per year over the balance of the 24-year term of the agreement.

In exchange for the foregoing, Canopy Growth (i) surrendered 36,468,318 Class B multiple voting shares ("MVS") and 15,223,938 Class A subordinate voting shares ("SVS") in the capital of RIV Capital; (ii) made a cash payment to RCC of approximately C$115 million ; and (iii) issued 3,647,902 Canopy Growth common shares to RCC. As a result, following completion of the Arrangement, Canopy Growth no longer has any equity, debt or other interest in RIV Capital, and no longer has any representation on the RIV Capital board of directors.

Early Warning Disclosure Regarding RIV Capital

Completion of the Arrangement resulted in a 100% decrease in Canopy Growth's interest in the MVS on a non-diluted basis and an approximate 27.0% decrease in Canopy Growth's interest in the SVS on a partially diluted basis. Immediately prior to completion of the Arrangement, Canopy Growth beneficially owned 36,468,318 MVS and 15,223,938 SVS, representing 100% of the issued and outstanding MVS on a non-diluted basis and approximately 27.0% of the issued and outstanding SVS on a partially-diluted basis, assuming the conversion of the MVS held by Canopy Growth into SVS.

Immediately following the Arrangement, Canopy Growth no longer beneficially owns or exercises control or direction over any securities in the capital of RIV Capital. While Canopy Growth currently has no immediate plans or intentions with respect to the securities of RIV Capital, depending on regulatory changes, market conditions, general economic and industry conditions, trading prices, RIV Capital's business, financial condition and prospects and/or other relevant factors, Canopy Growth may develop such plans or intentions in the future and, at such time, may from time to time acquire additional securities of RIV Capital.

A copy of the early warning report filed by Canopy Growth with respect to the securities of RIV Capital will be available under RIV Capital's profile on SEDAR at www.sedar.com or by contacting Canopy Growth at 855 558-9333. RIV Capital's head office is located at 40 King Street West, Suite 2504, Toronto, Ontario M5H 3Y2.

Early Warning Disclosure Regarding TerrAscend

Immediately prior to completion of the Arrangement, Canopy Growth beneficially owned, and exercised control or direction over, 38,890,570 TerrAscend Exchangeable Shares, an aggregate of 22,474,130 TerrAscend Warrants and was deemed to own an aggregate of 1,072,450 TerrAscend Shares that are subject to the TerrAscend Option, representing 100% of the issued and outstanding TerrAscend Exchangeable Shares on a non-diluted basis and approximately 39.6% of the issued and outstanding TerrAscend Shares on a partially-diluted basis, assuming the conversion of the TerrAscend Exchangeable Shares into TerrAscend Shares and the exercise of the TerrAscend Warrants and the TerrAscend Option held by Canopy Growth and RIV Capital, respectively.

The completion of the Arrangement did not result in an increase in Canopy Growth's beneficial ownership interest in the TerrAscend Shares on a partially diluted basis, due to Canopy Growth's prior controlling interest in RIV Capital. However, following completion of the Arrangement, Canopy Growth now directly owns 38,890,570 TerrAscend Exchangeable Shares and an aggregate of 22,474,130 TerrAscend Warrants and continues to be deemed to own an aggregate of 1,072,450 TerrAscend Shares that are subject to the TerrAscend Option.

While Canopy Growth currently has no immediate plans or intentions with respect to the securities of TerrAscend, depending on regulatory changes, market conditions, general economic and industry conditions, trading prices, TerrAscend's business, financial condition and prospects and/or other relevant factors, Canopy Growth may develop such plans or intentions in the future and, at such time, may from time to time acquire additional securities, dispose of some or all of the existing or additional securities or may continue to hold the securities of TerrAscend.

A copy of the early warning report filed by Canopy Growth will be available under TerrAscend's profile on SEDAR at www.sedar.com or by contacting Canopy Growth at 855 558-9333. TerrAscend's head office is located at P.O. Box 43125, Mississauga, Ontario L5B 4A7.

Canopy Growth's head office is located at 1 Hershey Drive, Smith Falls, Ontario , K7A 0A8

About Canopy Growth

Canopy Growth (TSX: WEED ,NASDAQ:CGC ) is a world-leading diversified cannabis and cannabinoid-based consumer product company, driven by a passion to improve lives, end prohibition, and strengthen communities by unleashing the full potential of cannabis. Leveraging consumer insights and innovation, we offer product varieties in high quality dried flower, oil, softgel capsule, infused beverage, edible, and topical formats, as well as vaporizer devices by Canopy Growth and industry-leader Storz & Bickel. Our global medical brand, Spectrum Therapeutics, sells a range of full-spectrum products using its colour-coded classification system and is a market leader in both Canada and Germany. Through our award-winning Tweed and Tokyo Smoke banners, we reach our adult-use consumers and have built a loyal following by focusing on top quality products and meaningful customer relationships. Canopy Growth has entered into the health and wellness consumer space in key markets including Canada, the United States , and Europe through BioSteel sports nutrition, and This Works skin and sleep solutions; and has introduced additional federally-permissible CBD products to the United States through our First & Free and Martha Stewart CBD brands. Canopy Growth has an established partnership with Fortune 500 alcohol leader Constellation Brands. For more information visit www.canopygrowth.com .

Notice Regarding Forward Looking Statements

This press release contains "forward-looking statements" and "forward-looking information" within the meaning of applicable U.S. and Canadian securities laws (collectively, "forward-looking statements"), which involve certain known and unknown risks and uncertainties. Forward-looking statements predict or describe our future operations, business plans, business and investment strategies and the performance of our investments. These forward-looking statements are generally identified by their use of such terms and phrases as "intend," "goal," "strategy," "estimate," "expect," "project," "projections," "forecasts," "plans," "seeks," "anticipates," "potential," "proposed," "will," "should," "could," "would," "may," "likely," "designed to," "foreseeable future," "believe," "scheduled" and other similar expressions. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement was made. Forward–looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management, are inherently subject to significant business, economic and competitive risks, financial results, results, performance or achievements expressed or implied by those forward–looking statements and the forward-looking statements are not guarantees of future performance. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. A discussion of some of the material factors applicable to Canopy Growth can be found under the section entitled "Risk Factors" in Canopy Growth's Annual Report on Form 10-K for the year ended March 31, 2020, filed with the Securities and Exchange Commission and with applicable Canadian securities regulators, as such factors may be further updated from time to time in its periodic filings with the Securities and Exchange Commission and with applicable Canadian securities regulators, which can be accessed at www.sec.gov/edgar and www.sedar.com , respectively. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this press release and in the filings. Any forward–looking statement included in this press release is made as of the date of this press release and, except as required by law, Canopy Growth disclaims any obligation to update or revise any forward-looking statement. Readers are cautioned not to put undue reliance on any forward-looking statement. Forward-looking statements contained in this press release are expressly qualified cautionary statement.

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SOURCE Canopy Growth Corporation

Cision View original content to download multimedia: https://www.newswire.ca/en/releases/archive/February2021/23/c2723.html

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Trulieve Reports Third Quarter 2024 Results Ahead of Florida Adult-Use Vote

  • Third quarter revenue of $284 million , up 3% year over year, in line with guidance
  • Gross margin of 61%, compared to 52% during the third quarter of 2023
  • Year to date cash flow from operations of $241 million and free cash flow of $162 million *
  • Florida adult-use campaign support of $48 million during the third quarter

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 September 30, 2024. Results are reported in U.S. dollars and in accordance with U.S. Generally Accepted Accounting Principles unless otherwise indicated. Numbers may not sum perfectly due to rounding.

Trulieve logo (PRNewsfoto/Trulieve Cannabis Corp.)

Q3   2024 Financial and Operational Highlights*

  • Revenue of $284 million increased 3% year over year, with 95% of revenue from retail sales.
  • Achieved gross margin of 61%, with GAAP gross profit of $173 million .
  • Reported net loss attributable to common shareholders of $60 million . Adjusted net loss of $12 million * excludes $48 million in campaign support and other non-recurring charges, asset impairments, disposals and discontinued operations.
  • Achieved adjusted EBITDA of $96 million *, or 34% of revenue, up 24% year over year.
  • Generated cash flow from operations of $30 million and free cash flow of $(7) million *, both of which were impacted by $48 million in campaign support.
  • Cash and short term investments at quarter end totaled $319 million .
  • Launched adult use sales at three Ohio locations: Beavercreek, Columbus , and Westerville .
  • Rolled out #YesOn3 product line to support Smart and Safe Florida adult-use campaign.
  • Entered partnership with Professional Pickleball Association and Major League Pickleball to sponsor events in Arizona , Florida , and Georgia .
  • Opened 15 new dispensaries in Florida and Pennsylvania .
  • Ended the quarter with 30% of retail locations outside of the state of Florida .

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

Recent Developments

  • Opened five new retail locations in Bonita Springs , Hallandale , Lake Placid , Orlando , and St. Augustine, Florida .
  • Currently operate 220 retail dispensaries and over four million square feet of cultivation and processing capacity in the United States .

Management Commentary

"As voters in Florida cast their ballots across the state today, there is an opportunity to make history by approving cannabis legalization for personal use," said Kim Rivers , Trulieve CEO. "With 156 stores in Florida , scaled production capacity, and sufficient capital to support further investment, if approved, Trulieve is best positioned to fully prepare for the launch of recreational sales next Spring."

Financial Highlights*

Results of Operations

For the Three Months Ended

For the Nine Months Ended

(Figures in millions except per
share data)

September
30, 2024

September
30, 2023

% Better /
(Worse)

June 30,
2024

% Better /
(Worse)

September
30, 2024

September
30, 2023

% Better /
(Worse)

Revenue

$

284

$

275

3 %

$

303

(6 %)

$

885

$

842

5 %

Gross profit

$

173

$

143

21 %

$

182

(5 %)

$

529

$

435

22 %

Gross margin %


61 %


52 %



60 %



60 %


52 %


Operating expenses

$

173

$

120

(44 %)

$

132

(31 %)

$

432

$

686

37 %

Operating expenses %


61 %


43 %



43 %



49 %


81 %


Net loss**

$

(60)

$

(25)

(137 %)

$

(12)

NMF

$

(95)

$

(493)

81 %

Net loss continuing
operations

$

(60)

$

(23)

(163 %)

$

(11)

NMF

$

(94)

$

(399)

76 %

Adjusted net (loss) income

$

(12)

$

(15)

19 %

$

0

NMF

$

(22)

$

(47)

53 %

Basic and diluted shares
outstanding


190


189



190



190


189


EPS continuing operations

$

(0.32)

$

(0.12)

(168 %)

$

(0.04)

NMF

$

(0.52)

$

(2.09)

75 %

Adjusted EPS

$

(0.06)

$

(0.08)

20 %

$

0.00

NMF

$

(0.12)

$

(0.25)

54 %

Adjusted EBITDA

$

96

$

78

24 %

$

107

(10 %)

$

309

$

235

32 %

Adjusted EBITDA Margin %


34 %


28 %



35 %



35 %


28 %



NMF - No Meaningful Figure

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

**Net loss attributable to common shareholders which excludes non-controlling interest.

Conference Call

The Company will host a conference call and live audio webcast on November 5, 2024, at 8:30 A.M. Eastern time , to discuss its third quarter 2024 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: 1-844-824-3830


Passcode: 3735709




International: 1-412-542-4136


Passcode: 3735709

A live audio webcast of the conference call will be available at:
Trulieve Cannabis Corp Q3 2024 Earnings

A powerpoint presentation and archived replay of the webcast will be available at:
https: //investors.trulieve.com/events

The Company's Form 10-Q for the quarter ended September 30, 2024, will be available on the SEC's website or at https://investors.trulieve.com/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 https://www.sedarplus.ca/landingpage/ and on its website at https://investors.trulieve.com/quarterly-results . This news release is not in any way a substitute for reading those financial statements, including the notes to the financial statements.

Trulieve Cannabis Corp.

Condensed Consolidated Balance Sheets (Unaudited)

(in millions, except for share data)



September 30,  
2024


December 31,  
2023

ASSETS




Current Assets:




Cash and cash equivalents

$                237.7


$                201.4

Short-term investments

80.2


Restricted cash

0.9


6.6

Accounts receivable, net

9.0


6.7

Inventories

220.9


213.1

Income tax receivable

5.8


Prepaid expenses

19.2


17.6

Other current assets

26.6


23.7

Notes receivable - current portion, net

1.8


6.2

Assets associated with discontinued operations

0.9


2.0

Total current assets

603.0


477.3

Property and equipment, net

701.6


676.4

Right of use assets - operating, net

116.1


95.9

Right of use assets - finance, net

65.6


58.5

Intangible assets, net

873.3


917.2

Goodwill

483.9


483.9

Notes receivable, net

5.8


7.4

Other assets

23.0


10.4

Long-term assets associated with discontinued operations

2.0


2.0

TOTAL ASSETS

$            2,874.2


$             2,729.1

LIABILITIES




Current Liabilities:




Accounts payable and accrued liabilities

$                  96.1


$                  83.2

Deferred revenue

6.7


1.3

Notes payable - current portion

3.3


3.8

Operating lease liabilities - current portion

11.6


10.1

Finance lease liabilities - current portion

9.1


7.6

Construction finance liabilities - current portion

1.8


1.5

Contingencies

4.6


4.4

Liabilities associated with discontinued operations

3.5


3.0

Total current liabilities

136.7


114.8

Long-Term Liabilities:




Private placement notes, net

364.4


363.2

Notes payable, net

112.8


115.9

Operating lease liabilities

113.4


92.2

Finance lease liabilities

68.4


61.7

Construction finance liabilities

135.9


136.7

Deferred tax liabilities

204.2


207.0

Uncertain tax position liabilities

384.1


180.4

Other long-term liabilities

6.5


7.1

Long-term liabilities associated with discontinued operations

39.4


41.6

TOTAL LIABILITIES

$            1,565.8


$             1,320.4

MEZZANINE EQUITY




Redeemable non-controlling interest

$                    7.1


$                      —

SHAREHOLDERS' EQUITY




Common stock, no par value; unlimited shares authorized. 189,154,228 and
186,235,818 shares issued and outstanding as of September 30,
2024 and December 31, 2023, respectively.

$                      —


$                      —

Additional paid-in-capital

2,048.0


2,055.1

Accumulated deficit

(736.0)


(640.6)

Non-controlling interest

(10.7)


(5.9)

TOTAL SHAREHOLDERS' EQUITY

1,301.3


1,408.6

TOTAL LIABILITIES, MEZZANINE EQUITY, AND SHAREHOLDERS' EQUITY

$            2,874.2


$             2,729.1

Trulieve Cannabis Corp.

Condensed Consolidated Statements of Operations (Unaudited)

(in millions, except for share data)



Three Months Ended  
September 30,


Nine Months Ended  
September 30,


2024


2023


2024


2023

Revenue

$       284.3


$       275.2


$       885.3


$       842.2

Cost of goods sold

111.0


132.3


356.6


407.4

Gross profit

173.3


142.9


528.7


434.8

Expenses:








Sales and marketing

66.7


59.4


191.0


181.2

General and administrative

81.9


34.5


161.5


108.7

Depreciation and amortization

28.3


27.0


84.2


82.6

Impairment and disposal of long-lived assets, net of (recoveries)

(4.3)


(1.2)


(4.4)


5.5

Impairment of goodwill




307.6

Total expenses

172.7


119.6


432.3


685.6

Income (loss) from operations

0.6


23.3


96.5


(250.8)

Other income (expense):








Interest expense, net

(17.5)


(20.8)


(47.6)


(60.9)

Interest income

4.2


1.9


11.5


4.3

Gain on debt extinguishment


8.2



8.2

Other (expense) income, net

(0.2)


1.1


(4.8)


5.9

Total other expense, net

(13.5)


(9.6)


(40.9)


(42.6)

(Loss) income before provision for income taxes

(12.8)


13.7


55.6


(293.4)

Provision for income taxes

47.4


36.6


150.0


105.9

Net loss from continuing operations

(60.2)


(22.9)


(94.4)


(399.3)

Net loss from discontinued operations, net of tax benefit
(provision) of zero, zero, zero, and $(0.6), respectively

(1.6)


(2.9)


(4.6)


(99.1)

Net loss

(61.9)


(25.8)


(99.0)


(498.3)

Less: net loss attributable to non-controlling interest
from continuing operations

(1.4)


(0.5)


(2.8)


(3.8)

Less: net loss attributable to redeemable non-controlling interest
from continuing operations

(0.3)



(0.9)


Less: net loss attributable to non-controlling interest from
discontinued operations




(1.2)

Net loss attributable to common shareholders

$        (60.2)


$        (25.4)


$        (95.3)


$     (493.4)









Earnings Per Share (see numerator reconciliation below)








Net loss per share - Continuing operations:








Basic and diluted

$        (0.32)


$        (0.12)


$        (0.52)


$        (2.09)

Net loss per share - Discontinued operations:








Basic and diluted

$        (0.01)


$        (0.02)


$        (0.02)


$        (0.52)

Weighted average number of common shares used in computing net
loss per share:








Basic and diluted

190.2


188.9


190.0


189.0









EPS Numerator Reconciliation








Net loss attributable to common shareholders (from above)

$        (60.2)


$        (25.4)


$        (95.3)


$     (493.4)

Net loss from discontinued operations, net of tax, attributable to
common shareholders

1.6


2.9


4.6


97.9

Adjustment of redeemable non-controlling interest to maximum
redemption value

(2.1)



(9.0)


Net loss from continuing operations available to common
shareholders

$        (60.6)


$        (22.5)


$        (99.7)


$     (395.5)

Trulieve Cannabis Corp.

Condensed Consolidated Statements of Cash Flows (Unaudited)

(in millions)



Three Months Ended  
September 30,


Nine Months Ended  
September 30,


2024


2023


2024


2023

Cash flows from operating activities








Net loss

$            (61.9)


$            (25.8)


$            (99.0)


$          (498.3)

Adjustments to reconcile net loss to net cash provided by operating
activities:








Depreciation and amortization

28.3


27.0


84.2


83.6

Depreciation included in cost of goods sold

13.3


14.5


40.1


45.4

Gain on debt extinguishment


(8.2)



(8.2)

Impairment and disposal of long-lived assets, net of (recoveries)

(4.3)


(1.2)


(4.4)


5.5

Impairment of goodwill




307.6

Amortization of operating lease right of use assets

3.0


2.5


8.3


7.8

Share-based compensation

5.5


4.5


15.6


7.4

Allowance for credit losses

0.5


0.5


4.9


0.9

Deferred income taxes

(6.2)


(6.5)


(2.7)


(18.7)

Loss from disposal of discontinued operations


0.6



69.8

Other non-cash changes

(0.3)


1.7


0.9


5.0

Changes in operating assets and liabilities:








Inventories

(13.3)


26.2


(8.3)


66.5

Accounts receivable

(1.5)


(1.2)


(0.7)


(1.9)

Prepaid expenses and other current assets

4.9


4.3


(0.9)


9.3

Other assets

(1.1)


0.3


(6.1)


2.0

Accounts payable and accrued liabilities

4.9


8.9


4.6


4.5

Income tax receivable / payable

0.5


(0.1)


(4.3)


(49.9)

Other liabilities


0.9


0.2


(14.4)

Operating lease liabilities

(1.6)


(2.1)


(6.0)


(6.9)

Deferred revenue

2.3


(2.2)


5.3


(6.0)

Uncertain tax position liabilities

51.0


50.7


203.8


61.8

Other long-term liabilities

1.8


(1.8)


(0.7)


(2.6)

Proceeds received from insurance for operating expenses

4.4



5.9


Net cash provided by operating activities

30.3


93.4


240.8


70.4

Cash flows from investing activities








Purchases of property and equipment

(36.9)


(6.3)


(79.0)


(31.0)

Capitalized interest

(1.2)


0.9


(0.9)


0.1

Purchases of internal use software

(6.8)


(3.4)


(18.3)


(7.7)

Purchases of short-term investments

(80.0)



(80.0)


Cash paid for licenses

(6.5)



(7.0)


(4.0)

Payment for initial direct costs on finance leases

(0.6)



(0.6)


Proceeds from disposal activities

0.3


3.5


1.0


11.7

Proceeds from notes receivable repayments

0.3


0.2


0.9


0.6

Proceeds received from insurance recoveries on property and equipment



0.5


Net cash used in investing activities

(131.5)


(5.0)


(183.4)


(30.3)

Cash flows from financing activities








Payments for taxes related to net share settlement of equity awards

(12.2)



(12.3)


Payments on finance lease obligations

(1.9)


(1.8)


(5.5)


(5.7)

Payments on notes payable

(1.4)


(0.7)


(3.8)


(5.5)

Payments on construction finance liabilities

(0.9)


(0.7)


(2.5)


(1.3)

Payments and costs related to consolidated VIE settlement transaction



(5.1)


Distributions to subsidiary non-controlling interest



(1.1)


(0.1)

Payments on private placement notes


(47.6)



(47.6)

Payments for debt issuance costs


(0.4)



(0.4)

Proceeds from non-controlling interest holders' subscription



3.0


Proceeds from equity exercises



0.2


Net cash used in financing activities

(16.4)


(51.3)


(27.1)


(60.6)

Net (decrease) increase in cash, and cash equivalents

(117.5)


37.2


30.3


(20.5)

Cash, cash equivalents, and restricted cash, beginning of period

356.1


159.9


208.0


213.8

Cash and cash equivalents of discontinued operations, beginning of
period


1.8


0.3


5.7

Less: cash and cash equivalents of discontinued operations, end of period


(0.1)



(0.1)

Cash, cash equivalents, and restricted cash, end of period

$            238.6


$            198.9


$            238.6


$            198.9


The consolidated statements of cash flows include continuing operations and discontinued operations for the periods presented.

Non-GAAP Financial Measures (Unaudited)

In addition to our results determined in accordance with GAAP, we supplement our results with non-GAAP financial measures, including EBITDA, adjusted EBITDA, adjusted EBITDA margin %, adjusted net (loss) income, adjusted net (loss) income per diluted share, and free cash flow. The Company calculates EBITDA as net income (loss) before net interest expense, income tax expense, depreciation and amortization; adjusted EBITDA as net income (loss) before net interest expense, interest income, income tax expense, depreciation and amortization and also excludes certain extraordinary items; adjusted EBITDA margin as adjusted EBITDA as % of revenue, adjusted net (loss) income as net income (loss) less certain extraordinary items; adjusted EPS as adjusted net (loss) income divided by basic and diluted shares outstanding; and free cash flow as cash flow from operations less capital expenditures. 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 are not, and should not be considered as, measures of liquidity. 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 EBITDA and Adjusted EBITDA (Unaudited)
The following table presents a reconciliation of GAAP net loss attributable to common shareholders to non-GAAP EBITDA and Adjusted EBITDA for each of the periods presented:

(Amounts expressed in millions of United States dollars)

Three Months Ended

For the Nine Months Ended

September
30, 2024

September
30, 2023

June 30,
2024

September
30, 2024

September
30, 2023

Net loss attributable to common shareholders

$

(60.2)

$

(25.4)

$

(12.0)

$

(95.3)

$

(493.4)

Add (deduct) impact of:











Interest expense, net

$

17.5

$

20.8

$

15.4

$

47.6

$

60.9

Interest income

$

(4.2)

$

(1.9)

$

(4.0)

$

(11.5)

$

(4.3)

Provision for income taxes

$

47.4

$

36.6

$

47.2

$

150.0

$

105.9

Depreciation and amortization

$

28.3

$

27.0

$

28.1

$

84.2

$

82.6

Depreciation included in cost of goods sold

$

13.3

$

14.6

$

13.3

$

40.1

$

42.7

EBITDA (Non-GAAP)

$

42.1

$

71.8

$

88.0

$

215.0

$

(205.5)

EBITDA Margin (Non-GAAP)


15 %


26 %


29 %


24 %


(24 %)












Impairment of goodwill

$

$

$

$

$

307.6

Impairment and disposal of long-lived assets, net of
(recoveries)

$

(4.3)

$

(1.2)

$

1.2

$

(4.4)

$

5.5

Legislative campaign contributions

$

48.4

$

0.5

$

5.0

$

62.7

$

19.6

Acquisition, transaction, and other non-recurring costs

$

2.6

$

8.5

$

4.3

$

10.6

$

16.1

Share-based compensation

$

5.5

$

4.5

$

5.0

$

15.6

$

7.4

Gain on debt extinguishment

$

$

(8.2)

$

$

$

(8.2)

Other (expense) income, net

$

0.2

$

(1.1)

$

1.8

$

4.8

$

(5.9)

Discontinued operations, net of tax, attributable to
common shareholders

$

1.6

$

2.9

$

1.6

$

4.6

$

97.9

Adjusted EBITDA (Non-GAAP)

$

96.1

$

77.7

$

107.0

$

308.8

$

234.5

Adjusted EBITDA Margin (Non-GAAP)


34 %


28 %


35 %


35 %


28 %

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


For the Three Months Ended

For the Nine Months Ended

(Amounts expressed in millions of United States dollars)

September
30, 2024

September
30, 2023

June 30,
2024

September
30, 2024

September
30, 2023

Net loss attributable to common shareholders

$

(60.2)

$

(25.4)

$

(12.0)

$

(95.3)

$

(493.4)

Net loss from discontinued operations, net of tax,
attributable to common shareholders

$

1.6

$

2.9

$

1.6

$

4.6

$

97.9

Adjustment of redeemable non-controlling interest to
maximum redemption value

$

(2.1)

$

$

1.9

$

(9.0)

$

Net loss from continuing operations available to common
shareholders

$

(60.6)

$

(22.5)

$

(8.5)

$

(99.7)

$

(395.5)

Add (deduct) impact of:


Adjustment of redeemable non-controlling interest to
maximum redemption value

$

2.1

$

$

(1.9)

$

9.0

$

Impairment of goodwill

$

$

$

$

$

307.6

Impairment and disposal of long-lived assets, net of
(recoveries)

$

(4.3)

$

(1.2)

$

1.2

$

(4.4)

$

5.5

Legislative campaign contributions

$

48.4

$

0.5

$

5.0

$

62.7

$

19.6

Acquisition, transaction, and other non-recurring costs

$

2.6

$

8.5

$

4.3

$

10.6

$

16.1

Fair value of derivative liabilities - warrants

$

$

$

$

$

(0.3)

Adjusted net (loss) income (Non-GAAP)

$

(11.9)

$

(14.7)

$

0.2

$

(21.9)

$

(47.0)

Reconciliation of Non-GAAP Adjusted Net (Loss) Income Per Diluted Share (Unaudited)
The following table presents a reconciliation of GAAP net loss attributable to common shareholders per share to non-GAAP adjusted net (loss) income per diluted share, for each of the periods presented:


For the Three Months Ended

For the Nine Months Ended

(Amounts expressed are per share except for shares
which are in millions)

September
30, 2024

September
30, 2023

June 30,
2024

September
30, 2024

September
30, 2023

Net loss attributable to common shareholders

$

(0.32)

$

(0.13)

$

(0.06)

$

(0.50)

$

(2.61)

Net loss from discontinued operations, net of tax,
attributable to common shareholders

$

0.01

$

0.02

$

0.01

$

0.02

$

0.52

Adjustment of redeemable non-controlling interest to
maximum redemption value

$

(0.01)

$

$

0.01

$

(0.05)

$

Net loss from continuing operations available to common
shareholders

$

(0.32)

$

(0.12)

$

(0.04)

$

(0.52)

$

(2.09)

Add (deduct) impact of:


Adjustment of redeemable non-controlling interest to
maximum redemption value

$

0.01

$

$

(0.01)

$

0.05

$

Impairment of goodwill

$

$

$

$

$

1.63

Impairment and disposal of long-lived assets, net of
(recoveries)

$

(0.02)

$

(0.01)

$

0.01

$

(0.02)

$

0.03

Legislative campaign contributions

$

0.25

$

0.00

$

0.03

$

0.33

$

0.10

Acquisition, transaction, and other non-recurring costs

$

0.01

$

0.05

$

0.02

$

0.06

$

0.09

Fair value of derivative liabilities - warrants

$

$

$

$

$

0.00

Adjusted net (loss) income (Non-GAAP)

$

(0.06)

$

(0.08)

$

0.00

$

(0.12)

$

(0.25)

Basic and diluted shares outstanding


190.2


188.9


190.3


190.0


189.0

Reconciliation of Non-GAAP Free Cash Flow (Unaudited)
The following table presents a reconciliation of GAAP cash flow from operating activities to non-GAAP free cash flow, for each of the periods presented:


For the Three Months Ended

For the Nine Months Ended

(Amounts expressed in millions of United States dollars)

September
30, 2024

September
30, 2023

June 30,
2024

September
30, 2024

September
30, 2023

Cash flow from operating activities

$

30.3

$

93.4

$

71.3

$

240.8

$

70.4

Payments for property and equipment

$

(36.9)

$

(6.3)

$

(26.5)

$

(79.0)

$

(31.0)

Free cash flow (Non-GAAP)

$

(6.6)

$

87.2

$

44.8

$

161.8

$

39.4

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, cash flows, prospects, and other plans, intentions, expectations, estimates, and beliefs and include statements regarding the potential approval of cannabis legalization for personal use in Florida , the Company's growth opportunities and the Company's positioning for the future. 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, 2023 and in our periodic reports subsequently filed with the United Sates Securities and Exchange Commission and in the Company's filings on https://www.sedarplus.ca/landingpage/ . 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., 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_
X: @Trulieve

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

Media Contact
Phil Buck , APR, Corporate Communications Manager
+1 (406) 370-6226
Philip.Buck@Trulieve.com

Cision View original content to download multimedia: https://www.prnewswire.com/news-releases/trulieve-reports-third-quarter-2024-results-ahead-of-florida-adult-use-vote-302296068.html

SOURCE Trulieve Cannabis Corp.

Cision View original content to download multimedia: http://www.newswire.ca/en/releases/archive/November2024/05/c9112.html

News Provided by Canada Newswire via QuoteMedia

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To attend the conference call or webcast, participants should register online at https://ir.thecronosgroup.com/events-presentations . To avoid delays, we encourage participants to dial into the conference call fifteen minutes ahead of the scheduled start time. The webcast of the call will be archived for replay on the Company's website.

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