TerrAscend Reports Full Year 2021 Net Sales of $210.4 Million, an Increase of 42% Year-Over-Year

Recently completed the acquisition of Gage Growth Corp ("Gage"), a leading high-quality premium cannabis brand and operator in Michigan

Pennsylvania facility producing highest quality product to date, recapturing top three market share ²

New Jersey retail and wholesale fully prepared for adult-use launch, pending regulatory approval

Completed GAAP Conversion and became a US Filer with the SEC

TORONTO , March 16, 2022 /CNW/ - TerrAscend Corp. ("TerrAscend" or the "Company") (CSE: TER) ( OTCQX: TRSSF), a leading North American cannabis operator, today reported its financial results for the fourth quarter and full year periods ending December 31, 2021 . All amounts are expressed in U.S. dollars unless indicated otherwise and are prepared under U.S. Generally Accepted Accounting principles (GAAP).

Fourth Quarter 2021 Financial Highlights

Net Sales were $49.2 million as compared to $49.1 million in Q3 2021 and $49.6 million in Q4 2020.
Gross Profit Margin was 42.3% as compared to 43.8% in Q3 2021 and 55.8% in Q4 2020.
Adjusted Gross Profit Margin ¹ was 49.8% as compared to 46.2% in Q3 2021 and 60.5% in Q4 2020.
Adjusted EBITDA ¹ was $11.9 million as compared to $9.0 million in Q3 2021 and $19.3 million in Q4 2020. Adjusted EBITDA under IFRS, excluding lease expense, was $12.8 million as compared to $10.5 million in Q3 2021.
Adjusted EBITDA Margin ¹ was 24.2% as compared to 18.3% in Q3 2021 and 38.9% in Q4 2020.
Cash and cash equivalents , totaled $79.6 million as of December 31, 2021 .

Full Year 2021 Financial Highlights

Net Sales were $210.4 million , an increase of 42% year-over-year.
Gross Profit Margin was 53.3% compared to 54.8% in 2020.
Adjusted Gross Profit Margin ¹ was 56.1% compared to 57.2% in 2020.
Adjusted EBITDA ¹ of $65.6 million compared to $41.7 million in 2020, an increase of 57% year-over-year. Adjusted EBITDA under IFRS, excluding lease expense, was $70.1 million as compared to $45.5 million in 2020.
Adjusted EBITDA Margin ¹ of 31.2% compared to 28.2% in 2020, an expansion of 300 basis points.

Jason Wild , Executive Chairman of TerrAscend, commented, "The strategic decisions we made in Pennsylvania have resulted in the highest quality product we have ever sold in this market. Additionally, the actions undertaken in New Jersey have our team prepared for adult use, where we have one of the largest cultivation footprints in the state, along with three ideal dispensary locations. Furthermore, I am thrilled that we have recently completed our acquisition of Gage, which provides us with a leadership position in yet another multi-billion market and the ability to launch this brand beyond Michigan . I'm proud of the hard work by the team in 2021, which has us well positioned for the explosive growth we expect in 2022 and beyond."

Financial Summary of Q4 2021, Full Year 2021 and Comparative Periods
(in millions of U.S. dollars)

	Q4 2020	Q3 2021	Q4 2021	2020	2021
Revenue, net	49.6	49.1	49.2	147.8	210.4
QoQ increase	30.2%	-16.4%	0.2%
YoY increase	69.9%	28.9%	-0.8%	131.7%	42.4%
Gross profit	27.7	21.5	20.8	81.0	112.1
Adjusted Gross profit ¹	30.0	22.7	24.5	84.5	118.0
Adjusted gross margin %	60.5%	46.2%	49.8%	57.2%	56.1%
Share-based compensation expense	4.7	5.2	1.5	10.1	14.9
General & Administrative expense (excluding share based comp)	12.5	16.1	17.0	55.5	66.0
% of revenue, net	25.2%	32.8%	34.6%	37.6%	31.4%
Adjusted EBITDA ¹	19.3	9.0	11.9	41.7	65.6
Adjusted EBITDA % of revenue, net	38.9%	18.3%	24.2%	28.2%	31.2%
Net income / (loss)	(94.0)	55.8	(5.9)	(142.3)	6.1
Cash Flow from Operations	(26.9)	(17.9)	(3.8)	(37.0)	(31.8)

Fourth Quarter 2021 Business and Operational Highlights

Pennsylvania facility producing highest quality product to date; recapturing top 3 market share for the month of December 2021 . ²
New Jersey wholesale and retail fully prepared for adult-use, pending regulatory approval.
Closed on the purchase of a 156,000 square foot facility in Hagerstown, MD for expansion of cultivation and processing, which is expected to be operational during the third quarter of 2022.
Completed US GAAP conversion and became a US filer under SEC.

Subsequent Events

Closed on the acquisition of Gage Growth Corp.
Appointed Ziad Ghanem as President and Chief Operating Officer.
Appointed Jared Anderson , SVP Finance & Strategy; Charishma Kothari , SVP Marketing and Charles Oster , SVP Sales.
Appointed Kara DioGuardi to the Board of Directors.
Became first major MSO to expand its ecommerce platform via proprietary Apothecarium mobile app, available in the Apple App store, with express pick-up and delivery where permitted.

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.

2. According to Headset Data for the period December 1, 2021 through December 26, 2021.

Full Year and Fourth Quarter 2021 Financial Results

Net sales for the full year 2021 totaled $210.4 million as compared to $147.8 million for 2020, an increase of 42% primarily driven by the Company's first complete year in the New Jersey medical market and retail growth in Pennsylvania , reflecting the acquisition of KCR in May of 2021, as well as a full year of operations at the three existing Apothecarium dispensaries. Total revenue also benefitted from the late 2020 expansion of State Flower cultivation in California and entry into Maryland through the acquisition of HMS Health in May of 2021.

Net sales for the fourth quarter of 2021 were $49.2 million as compared to $49.1 million for the third quarter of 2021 and $49.6 million for the fourth quarter of 2020.

Gross margin for the full year 2021 was 53.3% as compared to 54.8% for the full year 2020. Adjusted gross margin, a non-GAAP financial measure, for the full year 2021 was 56.1% compared with 57.2% in 2020 driven by second half under-absorption related to the reset of the Company's Pennsylvania cultivation facility.

Gross margin for the fourth quarter of 2021 was 42.3% as compared to 43.8% in the third quarter of 2021 related to one-time non-cash write-downs of inventory in Canada and a step up in fair value of inventory related to the acquisition of HMS Health. Adjusted gross margin for the fourth quarter of 2021, excluding these one-time items, was 49.8% as compared to 46.2% for the third quarter of 2021, a 360 basis point improvement quarter-over-quarter.

General & Administrative expenses (G&A) for the full year 2021, excluding stock-based compensation, improved to 31.4% of revenue versus 37.6% of revenue in 2020. G&A excluding stock-based compensation was $66.0 million in 2021, up from $55.5 million in 2020 driven by increased personnel expenses to support the growth of the business and legal expenses primarily related to acquisitions and settlements. Additionally, lease expense, now part of G&A under US GAAP across all periods, rather than previously being reported as finance expense under IFRS, totaled $4.5 million for 2021 and $3.8 million for 2020, representing approximately 2% of revenue.

G&A, excluding stock-based compensation, for the fourth quarter of 2021 totaled $17.0 million as compared to $16.1 million for the third quarter of 2021 with the increase primarily related to an increase in professional fees for US filer and GAAP conversion work.

Full year 2021 adjusted EBITDA was $65.6 million , or $70.1 million excluding lease expense under IFRS, versus $41.7 million , or $45.5 million excluding lease expense under IFRS in 2020, representing 57% growth year over year. 2021 adjusted EBITDA margin was 31.2% versus 28.2% in 2020, a 300 basis point improvement year over year. This improvement was driven by the ramp up of New Jersey operations, the acquisition of HMS in Maryland , and profitability improvements year over year in both California and Canada .

Fourth quarter 2021 adjusted EBITDA was $11.9 million , representing a 24.2% adjusted EBITDA margin, as compared to $9.0 million and an 18.3% margin in the third quarter of 2021. This sequential improvement in adjusted EBITDA was primarily driven by growth in New Jersey and improvement in Pennsylvania . Adjusted EBITDA, excluding lease expense under IFRS, was $12.8 million in the fourth quarter of 2021 as compared to $10.5 million in the third quarter of 2021.

Operating income for the full year 2021 totaled $23.5 million as compared to $9.6 million in full year 2020, representing an increase of 145% year over year. The increase was primarily driven by the scale up of the New Jersey business and the acquisitions of HMS in Maryland and KCR in PA.

Fourth quarter 2021 operating income was $0.3 million as compared to a loss of $1.8 million for the third quarter of 2021. The improvement quarter over quarter was due to gross margin expansion and lower share based compensation expense.

Net income for the full year 2021 totaled $6.1 million , mainly related to a non-cash $58 million gain on fair value of warrant liability compared with a net loss of $142 million in the prior year, which was impacted by a non-cash $110 million loss on fair value of warrant liability.

Net loss in the fourth quarter was $5.9 million , mainly related to a one-time loss of $3.3 million in lease termination fees, $6.9 million of finance and other expenses, $6.9 million of accrued income taxes, and $2.0 million of transaction costs mostly related to the Gage acquisition. These expenses were partially offset by a $14.4 million non-cash gain on fair value of warrant liability.

Balance Sheet and Cash Flow
Cash and cash equivalents were $79.6 million as of December 31, 2021 , compared to $102.6 million as of September 30, 2021 and $59.2 million as of December 31, 2020 , providing ample capacity to fund planned organic and inorganic growth initiatives. During the quarter, the Company made the final payment of $25 million related to the partial buyout of its New Jersey partnership, taking ownership up to 87.5%, from 75%.

Cash used in operations was $3.8 million for the three months ended December 31, 2021 , mainly driven by an increase in inventory related to the anticipated start of adult use sales in New Jersey . For the full year, cash used in operations was $32 million related to a $24 million working capital increase, mainly related to preparation for New Jersey adult use, and a contingent consideration payment of $11 million .

Capital expenditures were $11.8 million in the fourth quarter of 2021 primarily related to capacity expansions at the Pennsylvania and Maryland facilities, and completion of the third New Jersey dispensary located in Lodi. For the full year 2021 capital expenditures were $38.5 million , of which approximately half was utilized for expansion in Pennsylvania with the remainder related to the buildout of New Jersey and the acquisition of the 156,000 square foot facility in Hagerstown, Maryland .

As of March 15, 2022 there were 318.2 million basic shares outstanding including 251.8 million common shares, 14.0 million preferred shares as converted, and 52.4 million exchangeable shares, including both Canopy and Gage exchangeable shares.

Conference Call

TerrAscend will host a conference call today, March 16, 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:	Wednesday, March 16, 2022
TIME:	5:00 p.m. Eastern Time
WEBCAST:	Click here
DIAL-IN NUMBER:	1-888-664-6392
CONFERENCE ID:	36277662
REPLAY:	(416) 764-8677 or (888) 390-0541 Available until 12:00 midnight Eastern Time Friday, April 1, 2022 Replay Code: 277662

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 years ended December 31, 2021 , December 31, 2020 and December 31, 2019 .
(in millions of U.S. Dollars)

	For the years ended
Summary of Adjusted Gross Profit	December 31, 2021	December 31, 2020	December 31, 2019
Gross profit	112,104	81,020	2,558
Add (deduct) the impact of:
Non-cash write downs of inventory	2,417	3,668	6,956
Relief of fair value of inventory upon acquisition	3,465	(230)	2,677
Adjusted gross profit	117,986	84,458	12,191

The table below reconciles Gross Profit and Adjusted Gross Profit for the three months ended December 31, 2021 , September 30, 2021 and December 31, 2020 .
(in millions of U.S. Dollars)

	For the Three Month Period Ended
Summary of Adjusted Gross Profit	December 31, 2021	September 31, 2021	December 31, 2021
Gross profit	20,830	21,497	27,735
Add (deduct) the impact of:
Non-cash write downs of inventory	1,968	—	2,250
Relief of fair value of inventory upon acquisition	1,735	1,163	—
Adjusted gross profit	24,533	22,660	29,985

The table below reconciles net income (loss) to EBITDA and Adjusted EBITDA for the years ended December 31, 2021 , December 31, 2020 and December 31, 2019 .

(in millions of U.S. Dollars)

		For the years ended
Summary of EBITDA and Adjusted EBITDA		December 31, 2021		December 31, 2020		December 31, 2019
Net income (loss)	$	6,135	$	(142,256)	$	(163,147)
Add (deduct) the impact of:
Provision for income taxes		28,314		10,769		1,769
Interest accretion		24,662		8,416		3,694
Amortization and depreciation		15,390		10,433		4,444
EBITDA		74,501	$	(112,638)	$	(153,240)
Add (deduct) the impact of:
Non-cash write downs of inventory		2,417	$	3,668	$	6,956
Relief of fair value of inventory upon acquisition		3,465		(230)		2,677
Share-based compensation		14,941		10,475		7,661
Impairment of goodwill and intangible assets		8,640		766		49,111
Impairment of property and equipment		470		823		1,746
Loss on lease termination		3,278		—		—
Revaluation of contingent consideration		3,584		18,709		46,857
Restructuring costs and executive severance		931		1,023		121
Legal settlements		2,121		—		—
Fees for services related to NJ licenses		—		7,500		—
Other one-time items		6,070		1,070		8,323
(Gain) loss on fair value of warrants and purchase option derivative asset		(57,904)		110,518		—
Indemnification asset release		4,504		—		—
Unrealized and realized (gain) loss on investments and notes receivable		(6,192)		(186)		4,394
Unrealized foreign exchange loss		4,810		178		313
Adjusted EBITDA	$	65,636	$	41,676	$	(25,081)

The table below reconciles net income (loss) to EBITDA and Adjusted EBITDA for the three months ended December 31, 2021 , September 30, 2021 and December 31, 2020 .

(in millions of U.S. Dollars)

	For the Three Month Period Ended
Summary of EBITDA and Adjusted EBITDA	December 31, 2021	September 31, 2021	December 31, 2021
Net (loss) income	(5,927)	55,834	(93,982)
Add (deduct) the impact of:
Provision for income taxes	6,942	4,999	2,791
Interest accretion	6,528	6,351	2,810
Amortization and depreciation	4,140	4,200	3,160
EBITDA	11,683	71,384	(85,221)
Add (deduct) the impact of:
Non-cash write downs of inventory	1,968	-	2,250
Relief of fair value of inventory upon acquisition	1,735	1,163	-
Share-based compensation	1,548	5,178	4,657
Impairment of goodwill and intangible assets	-	-	32
Impairment of property and equipment	470	-	823
Loss on lease termination	3,278	-	-
Revaluation of contingent consideration	932	(338)	4,042
Restructuring costs and executive severance	14	450	74
Other one-time items	3,583	1,365	8
(Gain) loss on fair value of warrants and purchase option derivative asset	(14,189)	(69,016)	92,685
Indemnification asset release	613	95	-
Unrealized and realized (gain) loss on investments and notes receivable	-	-	(126)
Unrealized and realized foreign exchange loss	228	(1,256)	67
Adjusted EBITDA	11,863	9,025	19,291

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 .

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.

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

	At		At
	December 31, 2021		December 31, 2020
Assets
Current Assets
Cash and cash equivalents	$	79,642	$	59,226
Accounts receivable, net		14,920		10,856
Share subscriptions receivable		105		—
Inventory		42,323		20,561
Prepaid expenses and other current assets		6,231		4,903
		143,221		95,546
Non-Current Assets
Property and equipment, net		140,762		110,245
Operating lease right of use assets		29,561		23,229
Intangible assets, net		168,984		110,710
Goodwill		90,326		72,796
Indemnification asset		3,969		11,500
Investment in associate		—		1,379
Other non-current assets		5,111		1,839
		438,713		331,698
Total Assets	$	581,934	$	427,244

Liabilities and Shareholders' Equity
Current Liabilities
Accounts payable and accrued liabilities	$	30,340	$	27,382
Deferred revenue		1,071		638
Loans payable, current		8,837		5,734
Contingent consideration payable, current		9,982		30,966
Lease liability, current		1,193		1,025
Corporate income tax payable		18,939		27,739
		70,362		93,484
Non-Current Liabilities
Loans payable, non-current		176,306		171,172
Contingent consideration payable, non-current		2,553		6,590
Lease liability, non-current		30,754		23,836
Warrant liability		54,986		132,257
Convertible debentures		—		5,284
Deferred income tax liability		14,269		7,937
Other non-current liabilities		3,750
		282,618		347,076
Total Liabilities		352,980		440,560
Commitments and Contingencies
Shareholders' Equity (Deficit)
Share Capital
Series A, convertible preferred stock, no par value, unlimited shares authorized; and 13,708 and 14,258 shares outstanding as of December 31, 2021 and December 31, 2020, respectively		—		—
Series B, convertible preferred stock, no par value, unlimited shares authorized; and 610 and 710 shares outstanding as of December 31, 2021 and December 31, 2020, respectively		—		—
Series C, convertible preferred stock, no par value, unlimited shares authorized; and 36 and nil shares outstanding as of December 31, 2021 and December 31, 2020, respectively		—		—
Series D, convertible preferred stock, no par value, unlimited shares authorized; and nil and nil shares outstanding as of December 31, 2021 and December 31, 2020, respectively		—		—
Proportionate voting shares, no par value, unlimited shares authorized; and nil and 76,307 shares outstanding as of December 31, 2021 and December 31, 2020, respectively		—		—
Exchangeable shares, no par value, unlimited shares authorized; and 38,890,571 and 38,890,571 shares outstanding as of December 31, 2021 and December 31, 2020, respectively		—		—
Common stock, no par value, unlimited shares authorized; 190,930,800 and 79,526,785 shares issued and outstanding as of December 31, 2021 and December 31, 2020, respectively		—		—
Additional paid in capital		535,418		305,138
Accumulated other comprehensive income (loss)		2,823		(3,662)
Accumulated deficit		(314,654)		(318,594)
Non-controlling interest		5,367		3,802
Total Shareholders' Equity (Deficit)		228,954		(13,316)
Total Liabilities and Shareholders' Equity (Deficit)	$	581,934	$	427,244

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

	For the years ended
	December 31, 2021		December 31, 2020		December 31, 2019
Revenue	$	222,067	$	157,906	$	66,164
Excise and cultivation taxes		(11,648)		(10,073)		(2,351)
Revenue, net		210,419		147,833		63,813

Cost of sales		98,315		66,813		61,255

Gross profit		112,104		81,020		2,558

Operating expenses:
General and administrative		80,973		65,534		45,898
Amortization and depreciation		7,656		5,562		3,067
Research and development		-		317		582
Total operating expenses		88,629		71,413		49,547

Income (loss) from operations		23,475		9,607		(46,989)
Other (income) expense
Revaluation of contingent consideration		3,584		18,709		46,857
(Gain) loss on fair value of warrants and purchase option derivative asset		(57,904)		110,518		—
Finance and other expenses		29,229		8,193		3,524
Transaction and restructuring costs		3,111		2,093		8,444
Impairment of goodwill		5,007		—		45,802
Impairment of intangible assets		3,633		766		3,309
Impairment of property and equipment		470		823		1,746
Loss on lease termination		3,278		—		—
Unrealized foreign exchange loss		4,810		178		313
Unrealized and realized (gain) loss on investments and notes receivable		(6,192)		(186)		4,394
Income (loss) before provision for income taxes		34,449		(131,487)		(161,378)
Provision for income taxes		28,314		10,769		1,769
Net income (loss)	$	6,135	$	(142,256)	$	(163,147)

Foreign currency translation		(6,485)		2,875		(2,088)
Comprehensive income (loss)	$	12,620	$	(145,131)	$	(161,059)

Net income (loss) attributable to:
Common and proportionate Shareholders of the Company	$	3,111	$	(139,204)	$	(160,668)
Non-controlling interests	$	3,024	$	(3,052)	$	(2,479)

Comprehensive income (loss) attributable to:
Common and proportionate Shareholders of the Company	$	9,596	$	(142,079)	$	(158,580)
Non-controlling interests	$	3,024	$	(3,052)	$	(2,479)

Net income (loss) per share, basic and diluted
Net income (loss) per share – basic	$	0.02	$	(0.93)	$	(1.61)
Weighted average number of outstanding common and proportionate voting shares		181,056,654		149,740,210		99,592,007
Net income (loss) per share - diluted	$	0.01	$	(0.93)	$	(1.61)
Weighted average number of outstanding common and proportionate voting shares, assuming dilution		208,708,664		149,740,210		99,592,007

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

	For the years ended
	December 31, 2021		December 31, 2020		December 31, 2019
Operating activities
Net income (loss)	$	6,135	$	(142,256)	$	(163,147)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities
Non-cash write downs of inventory	3,052		7,167		10,805
Accretion expense	4,363		5,500		973
Depreciation of property and equipment and amortization of intangible assets	15,390		10,433		4,444
Amortization of operating right-of-use assets	1,247		4,239		1,086
Share-based compensation	14,941		10,475		7,661
Deferred income tax expense	(1,808)		(11,970)		(1,234)
(Gain) loss on fair value of warrants and purchase option derivative	(57,904)		110,518		—
Revaluation of contingent consideration	3,584		18,709		46,857
Impairment of goodwill and intangible assets	8,640		766		49,111
Impairment of property and equipment	470		823		1,746
Loss on lease termination	3,278		—		—
Release of indemnification asset	4,504		—		—
Forgiveness of loan principal and interest	(1,414)		—		—
Fees for services related to NJ licenses	—		7,500		—
Unrealized foreign exchange loss	4,810		178		313
Unrealized and realized (gain) loss on investments and notes receivable	(6,192)		(186)		4,394
Changes in operating assets and liabilities
Receivables	(2,967)		(4,472)		199
Inventory	(17,375)		(11,779)		(6,651)
Prepaid expense and deposits	(1,445)		(46)		(456)
Other assets	(423)		(442)		—
Accounts payable and accrued liabilities and other payables	2,162		6,364		1,548
Operating lease liability	(705)		(3,055)		(1,042)
Other liability	3,750		—		—
Contingent consideration payable	(11,394)		(56,527)		—
Corporate income taxes payable	(6,938)		11,358		2,653
Deferred revenue	424		(268)		899
Net cash used in operating activities	(31,815)		(36,971)		(39,841)
Investing activities
Investment in property and equipment	(38,483)		(44,621)		(32,834)
Investment in intangible assets	(387)		(896)		(1,306)
Investment in notes receivable	—		—		(10,456)
Principal payments received on notes receivable	—		—		6,111
Principal payments received on lease receivable	693		124		—
Sale of investments	—		—		2,427
Distribution of earnings from associates	469		153		—
Investment in NJ partnership	(50,000)		—		—
Investment in joint venture	—		—		(620)
Deposits for property and equipment	(1,977)		—		—
Deposits for business acquisition	—		(1,389)		—
Cash portion of consideration paid in acquisitions, net of cash acquired	(42,736)		—		(67,540)
Cash received on acquisitions	—		739		—
Net cash used in investing activities	(132,421)		(45,890)		(104,218)
Financing activities
Proceeds from options and warrants exercised	30,785		7,287		26,894
Proceeds from loans payable	766		201,496		42,843
Capital contributions (paid) received by non-controlling interests	(53)		393		1,906
Loan principal paid	(4,500)		(53,886)		—
Loan origination fee paid	—		(2,250)		—
Payments of contingent consideration	(18,274)		(90,657)		—
Proceeds from convertible debentures, net of issuance costs	—		—		15,336
Proceeds from private placement, net of share issuance costs	173,477		71,023		49,955
Net cash provided by financing activities	182,201		133,406		136,934
Net increase (decrease) in cash and cash equivalents during the period	17,965		50,544		(7,125)
Net effects of foreign exchange	2,451		(480)		327
Cash and cash equivalents, beginning of period	59,226		9,162		15,960
Cash and cash equivalents, end of period	$	79,642	$	59,226	$	9,162
Supplemental disclosure with respect to cash flows
Income taxes paid	$	37,060	$	11,204	$	-
Interest paid	$	21,694	$	2,192	$	2,760
Non-cash transactions
Shares issued as consideration for acquisitions	34,427		—		56,663
Shares issued for compensation of services	—		3,750		—
Accrued capital purchases	450		4,544		7,042
Notes receivable settled for business acquisition	—		3,032		—
Promissory note issued as consideration for acquisitions	8,839		—		—
Conversion of shares into note receivable	—		—		3,163
Conversion of note receivable into shares	—		—		(2,687)

SOURCE TerrAscend

View original content: https://www.newswire.ca/en/releases/archive/March2022/16/c5145.html

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Terrascend TER:CNX TRSSF Cannabis Investing

TER:CNX,TRSSF

TerrAscend to Participate in the 7th Annual Canaccord Genuity Global Cannabis Conference on May 18th in NYC

TerrAscend Corp. ("TerrAscend" or the "Company") (CSE: TER) (OTCQX: TRSSF), a leading North American cannabis operator, today announced that its executive management team will participate in the Canaccord Genuity 7th Annual Global Cannabis Conference being held on May 18, 2023 in New York City .

Jason Wild , Chairman of the Board, will participate in a fireside chat with Matt Bottomley , Managing Director, Equity Research at Canaccord Genuity, on Thursday, May 18, 2023 , at 2:00 PM ET . Management, including Ziad Ghanem , Chief Executive Officer and Keith Stauffer , Chief Financial Officer, will host one-on-one meetings throughout the conference.

For more information, please click here .

About TerrAscend

TerrAscend is a leading North American cannabis operator with vertically integrated operations in Pennsylvania , New Jersey , Maryland , Michigan and California and retail operations 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, Legend, State Flower, and Valhalla Confections. For more information visit www.terrascend.com .

SOURCE TerrAscend

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TerrAscend Celebrates the Opening of its Fifth Cookies Dispensary in Michigan

TerrAscend Corp. ("TerrAscend" or the "Company") (CSE: TER) (OTCQX: TRSSF), a leading North American cannabis operator, today announced that its subsidiary, Gage Cannabis Co. ("Gage") recently launched sales at its new flagship cannabis provisioning center in Oxford, Michigan . Located at 450 South Glaspie St., Cookies Oxford is operated by Gage through a partnership with Cookies, the leading lifestyle and cannabis brand in North America . This is TerrAscend's fifth licensed Cookies dispensary in Michigan joining locations in Detroit Ann Arbor Kalamazoo and Jackson .

Cookies, a globally recognized cannabis company, offers a collection of over 70 proprietary cannabis cultivars and more than 2,000 products. Based in the Bay Area , Cookies' Co-Founder and CEO Berner is a prolific rapper and entrepreneur along with his partner, Jai, a highly respected cannabis cultivator and breeder. Cookies values the power of the plant and focuses on creating game-changing genetics.

Cookies Oxford carries the entire family of Cookies products, including but not limited to Cookies and Lemonnade. The store also sells a full suite of Gage products, including Gage pre-packaged and bulk flower, GAGE distillate carts and concentrates.

"We're very excited by the following and the demand that's growing for our brand in one of the biggest and most renowned cannabis markets," said Berner, Co-Founder and CEO of Cookies. "Cookies is proud to expand our partnership with TerrAscend and Gage in bringing our celebrated menu of California flavors to the devoted customers in Michigan ."

"TerrAscend is excited to expand our partnership with Cookies in Michigan and open an additional store in the Metro Detroit region," said TerrAscend's Executive Chairman Jason Wild . "Consumers across the Midwest have demanded Cookies' highly sought menu of exclusive products. We're looking forward to future expansions with top-quality brands in Michigan and elsewhere."

Iconic Detroit rapper Trick Trick commenced the ribbon cutting and grand opening celebration at Cookies Oxford on Saturday, May 13 ^th . To celebrate its grand opening, Cookies Oxford hosted on-site activations, including a live DJ, food trucks, vendors and special giveaways. Cookies Oxford is open Monday - Saturday 10:00 am - 9:00 pm and 10:00 am - 7:00 pm on Sunday .

In addition to the new Cookies provisioning center, the Company has dedicated significant shelf space to the display and sale of Cookies and GAGE products at Gage locations in Adrian , Burton , Battle Creek , Center Line , Detroit , Ferndale , Grand Rapids , Jackson , Kalamazoo , Lansing , and Traverse City .

More information can be found at www.cookiesmichigan.com or on Instagram @cookies.michigan.

About TerrAscend

TerrAscend is a leading North American cannabis operator with vertically integrated operations in Pennsylvania , New Jersey , Maryland , Michigan and California and retail operations 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 yields consistent, high-quality cannabis, providing industry-leading product selection to both the medical and legal adult-use markets. The Company owns several synergistic businesses including Gage Cannabis, The Apothecarium, Ilera Healthcare, Kind Tree, Legend, State Flower, and Valhalla Confections. For more information visit www.terrascend.com .

ABOUT COOKIES

Cookies is the most globally recognized cannabis company; founded in 2010 by Billboard-charting rapper and entrepreneur Berner and Bay Area breeder and cultivator Jai. The company creates game-changing genetics and offers a collection of over 70 proprietary cannabis cultivars and more than 2,000 products. Headquartered in San Francisco , the company is actively involved in advocacy and social impact initiatives to enrich communities disproportionately impacted by the War on Drugs. Cookies opened its first retail store in 2018 in Los Angeles , has since expanded to 59 retail locations in 23 markets across 6 countries, and was recently named one of America's Hottest Brands of 2021 by AdAge; the first cannabis brand to ever receive this accolade. To learn more about Cookies, visit cookies.co , and to learn more about Cookies CBD, visit shop.cookies.co .

Instagram: @cookiesenterprises
Twitter: @cookiesglobal
Facebook: @cookiesenterprises

ABOUT GAGE

Gage is a premier provider of the high-quality cannabis experience that consumers crave. We bring internationally renowned brands and high end products to the cannabis space. Throughout our journey to becoming the market's choice cannabis provider, we have leaned into creativity and innovation to successfully build our various licensed cultivation, processing and retail operations. We strive to continue our passion of providing the cannabis consumer with the world-class premium cannabis products they want and deserve. To learn more about Gage's mission for the everyday canna-connoisseur, visit www.gagecannabis.com .

Instagram: @gagecannabis
Twitter: @gagecannabisco

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. 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 and in the section titled "Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 2021 filed with the Securities and Exchange Commission on March 17, 2022 and as amended on March 24, 2022 .

The statements in this press release are made as of the date of this release. TerrAscend 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.

SOURCE TerrAscend

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Trulieve Reports First Quarter 2024 Results Demonstrating Core Business Strength and Cash Generation

First quarter performance of $298 million in revenue, up 4% sequentially, and 58% gross margin
Strong cash flow from operations of $139 million and free cash flow of $124 million * in Q1 2024
Definitive progress made on Smart and Safe Florida adult use initiative and federal rescheduling of cannabis to Schedule III

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 March 31, 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.

Q1 2024 Financial and Operational Highlights*

Revenue of $298 million increased 4% sequentially and year over year , with 96% of revenue from retail sales. Strong first quarter sales were driven by higher retail traffic and average basket size.
Achieved GAAP gross margin of 58%, with gross profit of $174 million .
Reported net loss of $23 million , an improvement of 31% sequentially and 64% year over year . Adjusted net loss of $10 million * excludes non-recurring charges, asset impairments, disposals and discontinued operations.
Achieved EBITDA of $85 million *, or 29% of revenue and adjusted EBITDA of $106 million *, or 36% of revenue , up 21% sequentially and 35% year over year.
Generated cash flow from operations of $139 million and free cash flow of $124 million *.
Cash at quarter end was $327 million , inclusive of $50 million in tax refunds, from amended returns, related to our tax challenge of 280E received during the first quarter.
Opened three new dispensaries in Cocoa Beach , Palm Bay , and Pinellas Park, Florida .
Ended the quarter with 31% 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

Smart & Safe Florida initiative for adult use will be included on the ballot for the November 2024 election. If passed by voters, sales are anticipated to begin in May 2025 .
Department of Justice confirmed progress on federal rescheduling of cannabis to Schedule III, which would allow research and remove 280E tax burden.
Opened one retail location in North Palm Beach, FL.
Currently operate 196 retail dispensaries and over 4 million square feet of cultivation and processing capacity in the United States .

Management Commentary
"With strong performance in our core business and several meaningful catalysts on the horizon, the outlook has never been brighter," said Kim Rivers , Trulieve CEO. "The team has done a phenomenal job carrying forward the momentum from last year, driving further improvements in production and retail. Given our financial performance and significant scale in key markets, Trulieve is best positioned for the coming wave of growth catalysts."

Financial Highlights*

Results of Operations	For the Three Months Ended
(Figures in millions except per share data and % change based on these figures)	March 31, 2024		March 31, 2023		change	December 31, 2023		change
Revenue	$	298	$	285	4 %	$	287	4 %
Gross Profit	$	174	$	150	16 %	$	154	13 %
Gross Margin %		58 %		53 %			54 %
Operating Expenses	$	128	$	133	(4 %)	$	125	2 %
Operating Expenses %		43 %		47 %			43 %
Net loss**	$	(23)	$	(64)	64 %	$	(33)	31 %
Net loss continuing operations	$	(23)	$	(34)	32 %	$	(37)	36 %
Adjusted net loss	$	(10)	$	(18)	43 %	$	(23)	55 %
Basic and diluted shares outstanding		189		189			189
EPS continuing operations	$	(0.16)	$	(0.18)	9 %	$	(0.19)	17 %
Adjusted EPS	$	(0.05)	$	(0.09)	44 %	$	(0.12)	58 %
Adjusted EBITDA	$	106	$	78	35 %	$	88	21 %
Adjusted EBITDA Margin %		36 %		27 %			31 %

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

**Net loss includes discontinued operations and non-controlling interest.

Conference Call
The Company will host a conference call and live audio webcast on May 9, 2024, at 8:30 A.M. Eastern time , to discuss its first 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: 3368806

International: 1-412-542-4136		Passcode: 3368806

A live audio webcast of the conference call will be available at:
Trulieve Cannabis Corp Q1 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 March 31, 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 SEDAR 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)

	March 31, 2024	December 31, 2023
ASSETS
Current Assets:
Cash and cash equivalents	$ 320.3	$ 201.4
Restricted cash	6.6	6.6
Accounts receivable, net	5.9	6.7
Inventories	209.4	213.1
Prepaid expenses	17.4	17.6
Other current assets	20.3	23.7
Notes receivable - current portion, net	4.4	6.2
Assets associated with discontinued operations	0.9	2.0
Total current assets	585.3	477.3
Property and equipment, net	672.1	676.4
Right of use assets - operating, net	97.2	95.9
Right of use assets - finance, net	58.0	58.5
Intangible assets, net	901.7	917.2
Goodwill	483.9	483.9
Notes receivable, net	6.3	7.4
Other assets	12.8	10.4
Long-term assets associated with discontinued operations	2.0	2.0
TOTAL ASSETS	$ 2,819.3	$ 2,729.1
LIABILITIES
Current Liabilities:
Accounts payable and accrued liabilities	$ 82.8	$ 83.2
Income tax payable	1.2	—
Deferred revenue	2.1	1.3
Notes payable - current portion	3.8	3.8
Operating lease liabilities - current portion	10.5	10.1
Finance lease liabilities - current portion	7.8	7.6
Construction finance liabilities - current portion	1.6	1.5
Contingencies	4.4	4.4
Liabilities associated with discontinued operations	3.1	3.0
Total current liabilities	117.2	114.8
Long-Term Liabilities:
Private placement notes, net	363.6	363.2
Notes payable, net	115.0	115.9
Operating lease liabilities	93.6	92.2
Finance lease liabilities	61.6	61.7
Construction finance liabilities	136.4	136.7
Deferred tax liabilities	217.0	207.0
Uncertain tax position liabilities	278.0	180.4
Other long-term liabilities	5.0	7.1
Long-term liabilities associated with discontinued operations	40.9	41.6
TOTAL LIABILITIES	$ 1,428.3	$ 1,320.4
MEZZANINE EQUITY
Redeemable non-controlling interest	$ 7.7	$ —
SHAREHOLDERS' EQUITY
Common stock, no par value; unlimited shares authorized. 187,253,410 and 186,235,818 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively.	$ —	$ —
Additional paid-in-capital	2,054.1	2,055.1
Accumulated deficit	(663.7)	(640.6)
Non-controlling interest	(7.0)	(5.9)
TOTAL SHAREHOLDERS' EQUITY	1,383.3	1,408.6
TOTAL LIABILITIES, MEZZANINE EQUITY, AND SHAREHOLDERS' EQUITY	$ 2,819.3	$ 2,729.1

Trulieve Cannabis Corp. Condensed Consolidated Statements of Operations (Unaudited) (in millions, except for share data)

	Three Months Ended March 31,
	2024	2023
Revenue	$ 297.6	$ 285.2
Cost of goods sold	123.8	135.0
Gross profit	173.8	150.2
Expenses:
Sales and marketing	61.1	60.7
General and administrative	40.2	39.3
Depreciation and amortization	27.8	29.6
Impairment and disposal of long-lived assets, net of (recoveries)	(1.4)	3.4
Total expenses	127.7	133.0
Income from operations	46.1	17.2
Other income (expense):
Interest expense, net	(14.7)	(21.2)
Interest income	3.3	1.1
Other (expense) income, net	(2.7)	4.1
Total other expense, net	(14.2)	(16.0)
Income before provision for income taxes	31.9	1.2
Provision for income taxes	55.4	35.5
Net loss from continuing operations	(23.5)	(34.3)
Net loss from discontinued operations, net of tax benefit of zero and $(0.5), respectively	(1.4)	(31.3)
Net loss	(24.8)	(65.6)
Less: net loss attributable to non-controlling interest from continuing operations	(1.4)	(1.0)
Less: net loss attributable to redeemable non-controlling interest from continuing operations	(0.3)	—
Less: net loss attributable to non-controlling interest from discontinued operations	—	(0.5)
Net loss attributable to common shareholders	$ (23.1)	$ (64.1)

EPS Numerator Reconciliation
Net loss attributable to common shareholders	$ (23.1)	$ (64.1)
Net loss from discontinued operations	1.4	30.8
Adjustment of redeemable non-controlling interest to maximum redemption value	(8.8)	—
Net loss from continuing operations available to common shareholders	$ (30.6)	$ (33.3)

Net loss per share - Continuing operations:
Basic and diluted	$ (0.16)	$ (0.18)
Net loss per share - Discontinued operations:
Basic and diluted	$ (0.01)	$ (0.16)
Weighted average number of common shares used in computing net loss per share:
Basic and diluted	189.5	188.9

Trulieve Cannabis Corp. Condensed Consolidated Statements of Cash Flows (Unaudited) (in millions)

	Three Months Ended March 31,
	2024	2023
Cash flows from operating activities
Net loss	$ (24.8)	$ (65.6)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	27.8	30.4
Depreciation included in cost of goods sold	13.5	13.6
Non-cash interest expense, net	0.4	1.4
Impairment and disposal of long-lived assets, net of recoveries	(1.4)	31.0
Amortization of operating lease right of use assets	2.6	2.6
Accretion of construction finance liabilities	0.2	0.4
Share-based compensation	5.2	2.4
Proceeds received from insurance - inventory and business interruption	1.5	—
Change in fair value of derivative liabilities - warrants	—	(0.3)
Non-cash change in contingencies	—	(3.7)
Allowance for credit losses	3.0	(0.2)
Deferred income tax expense (benefit)	10.0	(7.9)
Changes in operating assets and liabilities:
Inventories	3.5	0.3
Accounts receivable	1.5	1.6
Prepaid expenses and other current assets	1.0	(1.8)
Other assets	(2.4)	1.9
Accounts payable and accrued liabilities	1.0	9.2
Income tax payable	2.7	(13.4)
Other current liabilities	—	(5.4)
Operating lease liabilities	(2.2)	(2.5)
Deferred revenue	0.8	(4.5)
Uncertain tax position liabilities	97.6	9.8
Other long-term liabilities	(2.1)	1.2
Net cash provided by operating activities	139.2	0.4
Cash flows from investing activities
Purchases of property and equipment	(15.6)	(13.7)
Capitalized interest	0.1	(0.6)
Purchases of internal use software	(5.0)	(2.0)
Proceeds received from insurance recoveries on property and equipment	0.5	—
Cash paid for licenses	—	(3.5)
Proceeds from sales of long-lived assets	—	0.3
Payments received from notes receivable	0.3	0.2
Proceeds from sale of held for sale assets	0.7	0.6
Net cash used in investing activities	(19.0)	(18.8)
Cash flows from financing activities
Proceeds from redemption of non-controlling interest	3.0	—
Proceeds from equity exercises	0.2	—
Payments on notes payable	(0.9)	(3.4)
Payments on finance lease obligations	(1.9)	(2.0)
Payments on construction finance liabilities	(0.8)	(0.3)
Distributions to subsidiary non-controlling interest	(1.1)	(0.1)
Net cash used in financing activities	(1.6)	(5.8)
Net increase (decrease) in cash, cash equivalents, and restricted	118.6	(24.2)
Cash, cash equivalents, and restricted cash, beginning of period	208.0	213.8
Cash and cash equivalents of discontinued operations, beginning of period	0.3	5.7
Less: cash and cash equivalents of discontinued operations, end of period	—	(2.5)
Cash, cash equivalents, and restricted cash, end of period	$ 326.9	$ 192.8

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 income (loss) 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, income tax expense, depreciation and amortization and also excludes certain extraordinary items; adjusted net income (loss) as net income (loss) less certain extraordinary items; 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, Adjusted EBITDA and Adjusted EBITDA Margin % (Unaudited)
The following table presents a reconciliation of GAAP net loss to non-GAAP EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin %, for each of the periods presented:

(Amounts expressed in millions of United States dollars)	Three Months Ended
(Amounts expressed in millions of United States dollars)	March 31, 2024		March 31, 2023		December 31, 2023
Net loss attributable to common shareholders	$	(23.1)	$	(64.1)	$	(33.4)
Add (deduct) impact of:
Interest expense, net	$	14.7	$	21.2	$	20.6
Interest income	$	(3.3)	$	(1.1)	$	(1.8)
Provision for income taxes	$	55.4	$	35.5	$	45.4
Depreciation and amortization	$	27.8	$	29.6	$	27.2
Depreciation included in cost of goods sold	$	13.5	$	12.1	$	14.5
EBITDA (Non-GAAP)	$	85.0	$	33.2	$	72.5
EBITDA Margin % (Non-GAAP)		29 %		12 %		25 %

Impairment and disposal of long-lived assets, net of (recoveries)	$	(1.4)	$	3.4	$	1.2
Legislative campaign contributions	$	9.2	$	10.5	$	0.5
Acquisition, transaction, and other non-recurring costs	$	3.7	$	1.9	$	10.7
Share-based compensation	$	5.2	$	2.4	$	3.2
Other expense (income), net	$	2.7	$	(4.1)	$	(0.7)
Discontinued operations, net of tax, attributable to common shareholders	$	1.4	$	30.8	$	(1.8)
Gain on debt extinguishment, net	$	—	$	—	$	2.2
Adjusted EBITDA (Non-GAAP)	$	105.8	$	78.1	$	87.8
Adjusted EBITDA Margin % (Non-GAAP)		36 %		27 %		31 %

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

	For the Three Months Ended
(Amounts expressed in millions of United States dollars)	March 31, 2024		March 31, 2023		December 31, 2023
Net loss attributable to common shareholders	$	(23.1)	$	(64.1)	$	(33.4)
Net loss (income) from discontinued operations	$	1.4	$	30.8	$	(1.8)
Adjustment of redeemable non-controlling interest to maximum redemption value	$	(8.8)	$	—	$	—
Net loss from continuing operations available to common shareholders	$	(30.6)	$	(33.3)	$	(35.2)
Add (deduct) impact of:
Adjustment of redeemable non-controlling interest to maximum redemption value	$	8.8	$	—	$	—
Fair value of derivative liabilities - warrants	$	—	$	(0.3)	$	—
Acquisition, transaction, and other non-recurring costs	$	3.7	$	1.9	$	10.7
Legislative campaign contributions	$	9.2	$	10.5	$	0.5
Impairment and disposal of long-lived assets, net of (recoveries)	$	(1.4)	$	3.4	$	1.2
Adjusted net loss (Non-GAAP)	$	(10.2)	$	(17.7)	$	(22.8)

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

	For the Three Months Ended
(Amounts expressed are per share except for shares which are in millions)	March 31, 2024		March 31, 2023		December 31, 2023
Net loss attributable to common shareholders	$	(0.12)	$	(0.34)	$	(0.18)
Net loss (income) from discontinued operations	$	0.01	$	0.16	$	(0.01)
Adjustment of redeemable non-controlling interest to maximum redemption value	$	(0.05)	$	—	$	—
Net loss from continuing operations available to common shareholders	$	(0.16)	$	(0.18)	$	(0.19)
Add (deduct) impact of:
Adjustment of redeemable non-controlling interest to maximum redemption value	$	0.05	$	—	$	—
Fair value of derivative liabilities - warrants	$	—	$	0.00	$	—
Acquisition, transaction, and other non-recurring costs	$	0.02	$	0.01	$	0.06
Legislative campaign contributions	$	0.05	$	0.06	$	0.00
Impairment and disposal of long-lived assets, net of (recoveries)	$	(0.01)	$	0.02	$	0.01
Adjusted net loss per share (Non-GAAP)	$	(0.05)	$	(0.09)	$	(0.12)
Basic and diluted shares outstanding		189.5		188.9		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
(Amounts expressed in millions of United States dollars)	March 31, 2024		March 31, 2023		December 31, 2023
Cash flow from operating activities	$	139.2	$	0.4	$	131.5
Payments for property and equipment	$	(15.6)	$	(13.7)	$	(9.4)
Free cash flow	$	123.6	$	(13.3)	$	122.1

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 growth opportunities and 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 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., 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

View original content to download multimedia: https://www.prnewswire.com/news-releases/trulieve-reports-first-quarter-2024-results-demonstrating-core-business-strength-and-cash-generation-302140588.html

SOURCE Trulieve Cannabis Corp.

View original content to download multimedia: http://www.newswire.ca/en/releases/archive/May2024/09/c0061.html

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Trulieve Announces May 2024 Event Participation

Trulieve Cannabis Corp. (CSE: TRUL ) (OTCQX: TCNNF ) ("Trulieve" or "the Company"), a leading and top-performing cannabis company in the U.S., today announced planned event participation in May.

19 ^th Annual Needham Technology, Media, & Consumer Conference, May 16, 2024 : Christine Hersey , VP of Investor Relations, will participate in virtual meetings on May 16 .
Canaccord Genuity 8th Annual Global Cannabis Conference, May 23, 2024 : Founder and CEO Kim Rivers will participate in a fireside chat and investor meetings.

Information about our events, links to events where available, and slide presentations can be found at: https://investors.trulieve.com/events

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

View original content to download multimedia: https://www.prnewswire.com/news-releases/trulieve-announces-may-2024-event-participation-302137377.html

SOURCE Trulieve Cannabis Corp.

View original content to download multimedia: http://www.newswire.ca/en/releases/archive/May2024/07/c6835.html

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(in millions of U.S. Dollars)	Q1 2023	Q4 2022	Q1 2022
Revenue, net	69.4	69.0	48.6
Quarter-over-Quarter increase (decrease)	0.6 %	4.2 %	5.9 %
Year-over-Year increase	42.8 %	50.3 %	-2.2 %

Gross profit	33.9	30.8	15.6
Gross profit margin	48.8 %	44.6 %	32.1 %

Adjusted Gross Profit1	34.0	31.3	19.6
Adjusted Gross Profit Margin %	49.0 %	45.3 %	40.3 %

General & Administrative expense	27.7	35.2	21.5
Share-based compensation expense (included in G&A expense above)	1.7	1.6	3.4
G&A as a % of revenue, net	39.9 %	51.0 %	44.2 %

Net (loss) income from continuing operations	(19.2)	(2.0)	(13.8)

EBITDA from continuing operations1	6.1	30.0	1.1
Adjusted EBITDA from continuing operations1	12.2	12.2	4.9
Adjusted EBITDA Margin from continuing operations	17.6 %	17.7 %	10.1 %

Cash (used in) provided by operations	8.4	7.3	(18.8)

CONFERENCE CALL DETAILS

Date:	Thursday, May 11, 2023
Time:	5:00 p.m. Eastern Time
RapidConnect URL:	https://emportal.ink/40NjnQ4
Webcast:	Click Here
Dial-in Number:	1-888-664-6392
Conference ID:	90703912
Replay:	416-764-8677 or 1-888-390-0541 Available until 12:00 midnight Eastern Time Thursday, May 25, 2023 Replay Entry Code: 703912#

	At		At
	March 31, 2023		December 31, 2022
Assets
Current Assets
Cash and cash equivalents	$	32,931	$	26,158
Restricted cash		606		605
Accounts receivable, net		8,993		22,443
Investments		2,026		3,595
Inventory		50,810		46,335
Assets held for sale		14,266		17,349
Prepaid expenses and other current assets		3,627		4,937
Current assets from discontinued operations		525		571
		113,784		121,993
Non-Current Assets
Property and equipment, net		214,035		215,812
Deposits		740		837
Operating lease right of use assets		29,951		29,451
Intangible assets, net		243,759		239,704
Goodwill		95,713		90,328
Other non-current assets		3,594		3,462
		587,792		579,594
Total Assets	$	701,576	$	701,587

Liabilities and Shareholders' Equity
Current Liabilities
Accounts payable and accrued liabilities	$	50,784		44,286
Deferred revenue		2,740		2,935
Loans payable, current		51,397		48,335
Contingent consideration payable, current		4,434		5,184
Operating lease liability, current		2,314		1,857
Lease obligations under finance leases, current		535		521
Corporate income tax payable		34,737		23,077
Other current liabilities		1,663		2,599
Current liabilities from discontinued operations		7,468		9,111
		156,072		137,905
Non-Current Liabilities
Loans payable, non-current		146,168		145,852
Operating lease liability, non-current		31,836		31,545
Lease obligations under finance leases, non-current		6,614		6,713
Warrant liability		267		711
Deferred income tax liability		34,498		30,700
Financing obligations		10,979		11,198
Other long term liabilities		15,841		15,792
		246,203		242,511
Total Liabilities		402,275		380,416
Commitments and Contingencies
Shareholders' Equity
Share Capital
Series A, convertible preferred stock, no par value, unlimited shares authorized; 12,350 and 12,608 shares outstanding as of March 31, 2023 and December 31, 2022, respectively		—		—
Series B, convertible preferred stock, no par value, unlimited shares authorized; 600 and 600 shares outstanding as of March 31, 2023 and December 31, 2022, respectively		—		—
Series C, convertible preferred stock, no par value, unlimited shares authorized; nil and nil shares outstanding as of March 31, 2023 and December 31, 2022, respectively		—		—
Series D, convertible preferred stock, no par value, unlimited shares authorized; nil and nil shares outstanding as of March 31, 2023 and December 31, 2022, respectively		—		—
Proportionate voting shares, no par value, unlimited shares authorized; nil and nil shares outstanding as of March 31, 2023 and December 31, 2022, respectively		—		—
Exchangeable shares, no par value, unlimited shares authorized; 63,492,038 and 76,996,538 shares outstanding as of March 31, 2023 and December 31, 2022, respectively		—		—
Common stock, no par value, unlimited shares authorized; 274,653,743 and 259,624,531 shares outstanding as of March 31, 2023 and December 31, 2022, respectively		—		—
Additional paid in capital		936,404		934,972
Accumulated other comprehensive income		1,738		2,085
Accumulated deficit		(641,517)		(618,260)
Non-controlling interest		2,676		2,374
Total Shareholders' Equity		299,301		321,171
Total Liabilities and Shareholders' Equity	$	701,576	$	701,587

	For the Three Months Ended
		March 31, 2023		March 31, 2022
Revenue		$	69,720	$	49,060
Excise and cultivation tax			(322)		(475)
Revenue, net			69,398		48,585

Cost of Sales			35,498		32,961

Gross profit			33,900		15,624

Operating expenses:
General and administrative			27,730		21,424
Amortization and depreciation			2,029		2,175
Impairment of property and equipment			335		—
Total operating expenses			30,094		23,599

Income (loss) from operations			3,806		(7,975)
Other (income) expense
Loss from revaluation of contingent consideration			—		119
Gain on fair value of warrants and purchase option derivative asset			(438)		(5,713)
Finance and other expenses			10,087		6,655
Transaction and restructuring costs			3		615
Unrealized and realized foreign exchange (gain) loss			(31)		356
Unrealized and realized loss on investments			699		—
Loss from continuing operations before provision from income taxes			(6,514)		(10,007)
Provision for income taxes			12,664		3,743
Net loss from continuing operations		$	(19,178)	$	(13,750)

Discontinued operations:
Loss from discontinued operations, net of tax			(3,591)		(2,256)
Net loss		$	(22,769)	$	(16,006)

Foreign currency translation			347		3,607
Comprehensive loss		$	(23,116)	$	(19,613)

Net (loss) income from continuing operations attributable to:
Common and proportionate Shareholders of the Company		$	(21,364)	$	(14,101)
Non-controlling interests			2,186		351

Comprehensive (loss) income from continuing operations attributable to:
Common and proportionate Shareholders of the Company		$	(25,302)	$	(19,964)
Non-controlling interests			2,186	$	351

Net loss per share
Net loss per share - basic:
Continuing operations		$	(0.08)	$	(0.07)
Discontinued operations		$	(0.01)	$	(0.01)
Net loss per share - basic		$	(0.09)	$	(0.08)
Weighted average number of outstanding common and proportionate voting shares			267,211,093		211,126,932

Net loss per share - diluted:
Continuing operations		$	(0.08)	$	(0.07)
Discontinued operations		$	(0.01)	$	(0.01)
Net loss per share - diluted		$	(0.09)	$	(0.08)
Weighted average number of outstanding common and proportionate voting shares, assuming dilution			267,211,093		211,126,932

	For the Three Months Ended
		March 31, 2023		March 31, 2022
Operating activities
Net loss from continuing operations		$	(19,178)	$	(13,750)
Adjustments to reconcile net loss to net cash used in operating activities
Non-cash write downs of inventory			797		1,073
Accretion expense			4,763		(1,337)
Depreciation of property and equipment and amortization of intangible assets			4,771		4,642
Amortization of operating right-of-use assets			454		487
Share-based compensation			1,713		3,356
Deferred income tax expense			1,446		(1,134)
Gain on fair value of warrants and purchase option derivative			(438)		(5,713)
Gain on disposal of fixed assets			307		—
Revaluation of contingent consideration			—		119
Loss on derecognition of right of use assets			205		—
Release of indemnification asset			—		(25)
Unrealized and realized foreign exchange (gain) loss			(31)		356
Unrealized and realized loss on investments			699		—
Changes in operating assets and liabilities
Receivables			773		(2,656)
Inventory			(4,969)		3,755
Prepaid expense and other current assets			1,203		985
Deposits			97		(593)
Other assets			(131)		571
Accounts payable and accrued liabilities and other payables			6,882		(11,151)
Operating lease liability			(473)		(271)
Other liability			(14)		(437)
Contingent consideration payable			—		(324)
Corporate income tax payable			11,773		4,869
Deferred revenue			(195)		395
Net cash (used in) / provided by operating activities- continuing operations			10,454		(16,783)
Net cash (used in) operating activities- discontinued operations			(2,020)		(2,064)
Net cash (used in) / provided by operating activities			8,434		(18,847)

Investing activities
Investment in property and equipment			(2,497)		(3,812)
Investment in intangible assets			(14)		(106)
Principal payments received on lease receivable			111		156
Receipt of convertible debenture payment			738		-
Deposits for property and equipment			—		(6,058)
Deposits for business acquisition			—		(602)
Payments made for land contracts			(308)		—
Cash portion of consideration paid in acquisitions, net of cash of acquired			(9,611)		24,716
Net cash (used in) / provided by investing activities- continuing operations			(11,581)		14,294
Net cash (used in) /provided by investing activities- discontinued operations			—		(381)
Net cash (used in) / provided by investing activities			(11,581)		13,913

Financing activities
Transfer of Employee Retention Credit			12,677		—
Proceeds from options and warrants exercised			81		23,925
Loan principal paid			(1,204)		—
Capital contributions paid to non-controlling interests			(1,884)		(227)
Payments of contingent consideration			—		(6,630)
Payments made for financing obligations			(157)		—
Net cash provided by financing activities- continuing operations			9,513		17,068
Net cash provided by financing activities- discontinued operations			(115)		—
Net cash (used in) /provided by financing activities			9,398		17,068

Net increase in cash and cash equivalents and restricted cash during the period			6,251		12,134
Net effects of foreign exchange			523		(3,369)
Cash and cash equivalents and restricted cash, beginning of the period			26,763		79,642
Cash and cash equivalents and restricted cash, end of the period		$	33,537	$	88,407

Supplemental disclosure with respect to cash flows
Income taxes (refund received) paid		$	(551)	$	8
Interest paid		$	2,456	$	8,271
Lease termination fee paid			—	$	3,300
Non-cash transactions
Equity and warrant liability issued as consideration for acquisition		$	750	$	294,800
Shares issued for liability settlement		$	593	$	22
Accrued capital purchases		$	555	$	56

	For the Three Months Ended
(in thousands of U.S. Dollars)	March 31, 2023	December 31, 2022	March 31, 2022
Revenue, net	69,398	69,041	48,585

Gross profit	33,900	30,798	15,624
Add the impact of:
Relief of fair value of inventory upon acquisition	—	—	1,806
Non-cash write downs of inventory	—	—	1,894
Other one time adjustments to gross profit	94	453	238
Adjusted Gross Profit	33,994	31,251	19,562
Adjusted Gross Profit Margin %	49.0 %	45.3 %	40.3 %

(in thousands of USD)	Three months ended March 31, 2024				Change
		2024		2023	$		%
Consolidated net revenue	$	25,288	$	19,495	$	5,793	30%

Cost of sales		20,805		16,568		4,237	26%
Gross profit	$	4,483	$	2,927	$	1,556	53%
Gross margin ⁽ⁱ⁾		18%		15%	N/A		3 pp

Net income (loss) ⁽ⁱⁱ⁾	$	(2,484)	$	(18,035)	$	15,551	86%

Adjusted EBITDA ⁽ⁱⁱⁱ⁾	$	(10,669)	$	(15,682)	$	5,013	32%

Other Data
Cash and cash equivalents ^(iv)	$	855,114	$	413,667	$	441,447	107%
Short-term investments ^(iv)		—		422,763		(422,763)	(100)%
Capital expenditures ^(v)		1,994		737		1,257	171%

^{(i) Gross margin is defined as gross profit divided by net revenue.}
^{(ii) The improvement year-over-year in quarterly net income (loss) was primarily driven by an improvement in other income, operating loss and gross profit.}
^{(iii) See "Non-GAAP Measures" for more information, including a reconciliation of adjusted earnings (loss) before interest, taxes, depreciation and amortization ("Adjusted EBITDA") to net income (loss).}
^{(iv) Dollar amounts are as of the last day of the period indicated.}
^{(v) Capital expenditures represent component information of investing activities and is defined as the sum of purchase of property, plant and equipment, and purchase of intangible assets.}

	As of March 31, 2024			As of December 31, 2023
Assets
Current assets
Cash and cash equivalents	$	855,114		$	669,291
Short-term investments		—			192,237
Accounts receivable, net		15,336			13,984
Interest receivable		3,864			10,012
Other receivables		5,919			6,341
Current portion of loans receivable, net		5,668			5,541
Inventory, net		30,639			30,495
Prepaids and other current assets		6,278			5,405
Held-for-sale assets		19,398			—
Total current assets		942,216			933,306
Equity method investments, net		20,521			19,488
Other investments		19,758			35,251
Non-current portion of loans receivable, net		66,545			69,036
Property, plant and equipment, net		37,171			59,468
Right-of-use assets		1,213			1,356
Goodwill		1,035			1,057
Intangible assets, net		20,018			21,078
Other assets		58			45
Total assets	$	1,108,535		$	1,140,085

Liabilities
Current liabilities
Accounts payable	$	9,401		$	12,130
Income taxes payable		73			64
Accrued liabilities		22,503			27,736
Current portion of lease obligation		958			994
Derivative liabilities		118			102
Current portion due to non-controlling interests		366			373
Total current liabilities		33,419			41,399
Non-current portion due to non-controlling interests		1,033			1,003
Non-current portion of lease obligation		1,305			1,559
Total liabilities		35,757			43,961

Shareholders' equity
Share capital		615,625			613,725
Additional paid-in capital		48,048			48,449
Retained earnings		414,478			416,719
Accumulated other comprehensive gain (loss)		(1,793	)		20,678
Total equity attributable to shareholders of Cronos Group		1,076,358			1,099,571
Non-controlling interests		(3,580	)		(3,447	)
Total shareholders' equity		1,072,778			1,096,124
Total liabilities and shareholders' equity	$	1,108,535		$	1,140,085

	Three months ended March 31,
(In thousands of U.S. dollars, except share and per share amounts, unaudited)		2024			2023
Net revenue, before excise taxes	$	35,367		$	26,554
Excise taxes		(10,079	)		(7,059	)
Net revenue		25,288			19,495
Cost of sales		20,805			16,568
Gross profit		4,483			2,927
Operating expenses
Sales and marketing		5,332			5,741
Research and development		997			2,039
General and administrative		8,907			11,856
Restructuring costs		83			—
Share-based compensation		2,015			2,535
Depreciation and amortization		1,123			1,525
Impairment loss on long-lived assets		1,974			—
Total operating expenses		20,431			23,696
Operating loss		(15,948	)		(20,769	)
Other income
Interest income, net		14,245			11,175
Loss on revaluation of derivative liabilities		(18	)		(65	)
Share of income (loss) from equity method investments		1,448			(496	)
Loss on revaluation of financial instruments		(2,642	)		(7,758	)
Impairment loss on other investments		(12,734	)		—
Foreign currency transaction gain (loss)		13,259			(1,643	)
Other, net		(652	)		85
Total other income		12,906			1,298
Loss before income taxes		(3,042	)		(19,471	)
Income tax benefit		(558	)		(1,436	)
Loss from continuing operations		(2,484	)		(18,035	)
Loss from discontinued operations		—			(1,222	)
Net loss		(2,484	)		(19,257	)
Net loss attributable to non-controlling interest		(243	)		(88	)
Net loss attributable to Cronos Group	$	(2,241	)	$	(19,169	)
Comprehensive loss
Net loss	$	(2,484	)	$	(19,257	)
Other comprehensive income (loss)
Foreign exchange gain (loss) on translation		(22,361	)		2,414
Comprehensive loss		(24,845	)		(16,843	)
Comprehensive loss attributable to non-controlling interests		(133	)		(8	)
Comprehensive loss attributable to Cronos Group	$	(24,712	)	$	(16,835	)
Net loss per share
Basic and diluted - continuing operations	$	(0.01	)	$	(0.05	)
Basic and diluted - discontinued operations		—			—
Basic and diluted - total	$	(0.01	)	$	(0.05	)

	Three months ended March 31, 2024
	Continuing Operations			Discontinued Operations		Total
Net loss	$	(2,484	)	$	—	$	(2,484	)
Interest income, net		(14,245	)		—		(14,245	)
Income tax benefit		(558	)		—		(558	)
Depreciation and amortization		1,731			–		1,731
EBITDA		(15,556	)		—		(15,556	)
Share of income from equity method investments		(1,448	)		—		(1,448	)
Impairment loss on long-lived assets		1,974			—		1,974
Loss on revaluation of derivative liabilities ⁽ⁱ⁾		18			—		18
Loss on revaluation of financial instruments ⁽ⁱⁱ⁾		2,642			—		2,642
Impairment loss on other investments ⁽ⁱⁱⁱ⁾		12,734			—		12,734
Foreign currency transaction gain		(13,259	)		—		(13,259	)
Other, net ^(iv)		652			—		652
Restructuring costs ^(v)		83			—		83
Share-based compensation ^(vi)		2,015			—		2,015
Financial statement review costs ^(vii)		(524	)		—		(524	)
Adjusted EBITDA	$	(10,669	)	$	—	$	(10,669	)

	Three months ended March 31, 2023
	Continuing Operations			Discontinued Operations			Total
Net loss	$	(18,035	)	$	(1,222	)	$	(19,257	)
Interest income, net		(11,175	)		(5	)		(11,180	)
Income tax benefit		(1,436	)		—			(1,436	)
Depreciation and amortization		2,276			129			2,405
EBITDA		(28,370	)		(1,098	)		(29,468	)
Share of loss from equity method investments		496			—			496
Loss on revaluation of derivative liabilities ⁽ⁱ⁾		65			—			65
Loss on revaluation of financial instruments ⁽ⁱⁱ⁾		7,758			—			7,758
Foreign currency transaction loss		1,643			—			1,643
Other, net ^(iv)		(85	)		—			(85	)
Share-based compensation ^(vi)		2,535			16			2,551
Financial statement review costs ^(vii)		276			—			276
Adjusted EBITDA	$	(15,682	)	$	(1,082	)	$	(16,764	)

⁽ⁱ⁾ For the three months ended March 31, 2024 and 2023, loss on revaluation of derivative liabilities represents the fair value changes on the derivative liabilities.
⁽ⁱⁱ⁾ For the three months ended March 31, 2024 and 2023, loss on revaluation of financial instruments related primarily to the Company's equity securities in Vitura.
⁽ⁱⁱⁱ⁾ For the three months ended March 31, 2024, loss on other investments represents the fair value change on the PharmaCann Option.
^(iv) For the three months ended March 31, 2024 and 2023, other, net related to (gain) loss on disposal of assets.
^(v) For the three months ended March 31, 2024, restructuring costs from continuing operations related to employee-related severance costs and other restructuring costs associated with the Realignment .
^(vi) For the three months ended March 31, 2024 and 2023, share-based compensation related to the non-cash expenses of share-based compensation awarded to employees under the Company's share-based award plans .
^(vii) For the three months ended March 31, 2024 and 2023, financial statement review costs include costs and reserves taken related to the Restatements, costs related to the Company's responses to requests for information from various regulatory authorities relating to the Restatements and legal costs incurred defending shareholder class action complaints brought against the Company as a result of the 2019 restatement. For the three months ended March 31, 2024, a credit balance is presented due to an insurance recovery.

	As Reported							As Adjusted for Constant Currency
	Three months ended March 31,				As Reported Change			Three months ended March 31,		Constant Currency Change
		2024		2023	$		%		2024	$		%
Net revenue	$	25,288	$	19,495	$	5,793	30%	$	25,505	$	6,010	31%
Gross profit		4,483		2,927		1,556	53%		4,549		1,622	55%
Gross margin		18%		15%	N/A		3 pp		18%	N/A		3 pp

Operating expenses		20,431		23,696		(3,265)	(14)%		20,475		(3,221)	(14)%
Net loss from continuing operations		(2,484)		(18,035)		15,551	86%		(2,481)		15,554	86%
Adjusted EBITDA		(10,669)		(15,682)		5,013	32%		(10,645)		5,037	32%

	As of March 31,		As of December 31,		As Reported Change			As of March 31,		Constant Currency Change
		2024		2023	$		%		2024	$		%
Cash and cash equivalents	$	855,114	$	669,291	$	185,823	28%	$	856,236	$	186,945	28%
Short-term investments		—		192,237		(192,237)	(100)%		—		(192,237)	(100)%
Total cash and cash equivalents and short-term investments	$	855,114	$	861,528	$	(6,414)	(1)%	$	856,236	$	(5,292)	(1)%

(Exchange rates are shown as C$ per $)	As of
	March 31, 2024	March 31, 2023	December 31, 2023
Spot rate	1.3532	1.3516	1.3243
Year-to-date average rate	1.3479	1.3520	N/A

(Exchange rates are shown as ILS per $)	As of
	March 31, 2024	March 31, 2023	December 31, 2023
Spot rate	3.6887	3.5966	3.6163
Year-to-date average rate	3.6617	3.5319	N/A

Summary of Key Financial Metrics
	Three Months Ended
	March 31,
US $ in millions	2024	2023	Variance
GAAP Revenue	$24.1	$19.1	26.2%
Revenue (excluding discontinued operations & NY)	$21.1	$14.6	44.5%
GAAP Gross Profit	$12.2	$9.5	28.6%
Gross Profit Margin	50.8 %	49.9 %	90 bps
SG&A Expenses	$7.1	$7.2	-1.5%
SG&A Expenses (% of Sales)	29.3 %	37.5 %	880 bps
Operating Income (Loss)	$4.8	$0.4	1191.6%
Operating Income Margin	19.8 %	1.9 %	1,780 bps
EBITDA*	$6.8	$1.4	370.5%
EBITDA Margin	28.2 %	7.6 %	2,060 bps
* 1Q24 EBITDA includes a $1.3 million gain on Grown Rogue warrants which are marked to market at each period end

Core Market KPIs ¹

	Three Months Ended
US $ in millions	March 31,
	2024	2023	Variance
Total Flower Harvested (lbs)	2,295	1,720	33.4%
% "A" Flower ²	50.6 %	47.9 %	270 bps
Total Retail Revenue	$17.8	$13.1	36.2%
Same Store Sales Growth	-	-	36.2%
Minnesota	-	-	2.4 %
Maryland	-	-	190.8 %
Total Wholesale Revenue	$3.4	$1.6	114.4%
¹ Core Markets refer to the Company's operations in Maryland and Minnesota.
² "A Flower" refers to produced biomass that meet the Company's highest internal standards for flower quality, size, and appearance.

Investor Inquiries: Sam Gibbons Investor Relations investor@vireohealth.com (612) 314-8995	Media Inquiries: Amanda Hutcheson Senior Manager, Communications amandahutcheson@goodnessgrowth.com (919) 815-1476


GOODNESS GROWTH HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS AS OF 3/31/2024 AND 12/31/2023
(Amounts Expressed in United States Dollars, Unaudited and Condensed)
	March 31,			December 31,
	2024			2023
Assets
Current assets:
Cash	$	12,603,903		$	15,964,665
Accounts receivable, net of allowance for doubtful accounts of $254,961 and $453,860, respectively		2,753,673			3,086,640
Income tax receivable		12,102,916			12,278,119
Inventory		19,357,250			19,285,870
Prepayments and other current assets		1,046,127			1,336,234
Notes receivable, current		3,750,000			3,750,000
Warrants held		3,265,231			1,937,352
Assets Held for Sale		92,297,445			91,213,271
Total current assets		147,176,545			148,852,151
Property and equipment, net		23,541,445			23,291,183
Operating lease, right-of-use asset		11,118,882			2,018,163
Intangible assets, net		8,513,765			8,718,577
Deposits		533,745			383,645
Total assets	$	190,884,382		$	183,263,719
Liabilities
Current liabilities
Accounts Payable and Accrued liabilities	$	7,970,158		$	7,674,389
Long-Term debt, current portion		60,896,288			60,220,535
Right of use liability		882,457			890,013
Uncertain tax liability		26,116,000			22,356,000
Liabilities held for sale		88,373,080			88,326,323
Total current liabilities		184,237,983			179,467,260
Right-of-use liability		19,635,409			10,543,934
Other long-term liabilities		176,257			155,917
Convertible debt, net		9,410,053			9,140,257
Total liabilities	$	213,459,702			199,307,368
Stockholders' equity (deficiency)
Subordinate Voting Shares ($- par value, unlimited shares authorized; 111,041,230 shares issued and outstanding at March 31, 2024 and 110,007,030 at December 31, 2023)		—			—
Multiple Voting Shares ($- par value, unlimited shares authorized; 320,851 shares issued and outstanding at March 31, 2024 and 331,193 at December 31, 2023)		—			—
Super Voting Shares ($- par value; unlimited shares authorized; 0 shares issued and outstanding at March 31, 2024 and December 31, 2023)		—			—
Additional Paid in Capital		187,564,192			187,384,403
Accumulated deficit		(210,139,512	)		(203,428,052	)
Total stockholders' equity (deficiency)	$	(22,575,320	)	$	(16,043,649	)
Total liabilities and stockholders' equity (deficiency)	$	190,884,382		$	183,263,719

GOODNESS GROWTH HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2024 AND 2023
(Amounts Expressed in United States Dollars, Unaudited and Condensed)
	Three Months Ended
	March 31,
	2024			2023
Revenue	$	24,087,315		$	19,088,423
Cost of sales
Product costs		12,146,888			9,578,211
Inventory valuation adjustments		(304,000	)		(10,000	)
Gross profit		12,244,427			9,520,212
Operating expenses:
Selling, general and administrative		7,051,613			7,156,835
Stock-based compensation expenses		179,789			1,675,594
Depreciation		73,547			159,511
Amortization		180,034			159,766
Total operating expenses		7,484,983			9,151,706

Gain (loss) from operations		4,759,444			368,506

Other income (expense):
Impairment of long-lived assets		—			—
Gain (loss) on disposal of assets		(120,856	)		—
Gain (loss) on sale of property and equipment		—			—
Interest expenses, net		(8,722,637	)		(7,134,789	)
Other income (expenses)		1,317,589			22,313
Other income (expenses), net		(7,525,904	)		(7,112,476	)

Loss before income taxes		(2,766,460	)		(6,743,970	)

Current income tax expenses		(3,945,000	)		(1,725,000	)
Deferred income tax recoveries		—			63,000
Net loss and comprehensive loss		(6,711,460	)		(8,405,970	)
Net loss per share - basic and diluted	$	(0.05	)	$	(0.07	)
Weighted average shares used in computation of net loss per share - basic & diluted		143,126,330			128,126,330


GOODNESS GROWTH HOLDINGS, INC. STATE-BY-STATE REVENUE PERFORMANCE THREE MONTHS ENDED MARCH 31, 2024 AND 2023

	Three Months Ended
	March 31,
	2024			2023			$ Change			% Change
Retail:
MN	$	10,977,089		$	10,718,916		$	258,173		2	%
NY		1,821,269			2,361,942			(540,673	)	(23	)%
NM		—			1,052,316			(1,052,316	)	(100	)%
MD		6,801,082			2,338,625			4,462,457		191	%
Total Retail	$	19,599,440		$	16,471,799		$	3,127,641		19	%

Wholesale:
MD		3,353,661			1,563,875			1,789,786		114	%
NY		1,134,214			1,052,749			81,465		8	%
Total Wholesale	$	4,487,875		$	2,616,624		$	1,871,251		72	%

Total Revenue	$	24,087,315		$	19,088,423		$	4,998,892		26	%
NY and NM Revenue	$	(2,955,483	)	$	(4,467,007	)	$	1,511,524		(34	)%
Total Revenue excluding NY and NM	$	21,131,832		$	14,621,416		$	6,510,416		45	%


Reconciliation of Net Loss to EBITDA ¹

	Three Months Ended
	March 31,
	2024			2023
Net income (loss)	$	(6,711,460	)	$	(8,405,970	)
Interest expense, net		8,722,637			7,134,789
Income taxes		3,945,000			1,662,000
Depreciation & Amortization		253,581			319,277
Depreciation included in cost of goods sold		584,958			734,087
EBITDA (non-GAAP)	$	6,794,716		$	1,444,183
¹ 1Q24 EBITDA includes a $1.3 million gain on Grown Rogue warrants which are marked to market at each period end

TerrAscend Reports Full Year 2021 Net Sales of $210.4 Million, an Increase of 42% Year-Over-Year

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